TCR_Public/120228.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 28, 2012, Vol. 16, No. 58

                            Headlines

155 EAST: Hearing on Canpartners Sale-Based Plan on March 2
2715 NORTH: Case Summary & 20 Largest Unsecured Creditors
ABBOTT HOMES: Case Summary & 20 Largest Unsecured Creditors
AES PUERTO RICO: Moody's Lowers Rating on $194MM Notes to 'Ba1'
AMERICAN SCIENTIFIC: Enters Into APA with American Scientific

AMERICANWEST BANCORP: Holdco Plan Proposes to Reorganize Debtor
ARCTIC GLACIER: CCAA Order Recognized on Interim Basis in U.S.
ATLANTIC & PACIFIC: NJ Objects to Plan Over $18MM in Back Taxes
BERNARD L. MADOFF: Sues to Stop Mendelow Clients' Lawsuit
BERNARD L. MADOFF: Son's Widow Fights Picard Clawback Claims

BERNARD L. MADOFF: Mets Owners Push to Kill $386MM Clawback Suit
BRISTOW GROUP: S&P Revises Outlook to Negative on High Leverage
BTA BANK: Asks UK Court to Debar Former Chairman
BUFFETS RESTAURANTS: Proposes $5-Mil. Employee Incentive Plan
BUNKER LAKES: Case Summary & 5 Largest Unsecured Creditors

CDW LLC: S&P Affirms 'B' Corp. Credit Ratings; Outlook Positive
CENTAUR HOLDINGS: S&P Assigns Prelim. 'B' Corp. Credit Rating
CENTRAL BANK OF GEORGIA: Closed; Ameris Bank Assumes Deposits
CENTURY PLAZA: In Talks With Lender, Wants June 18 Plan Deadline
CENTURY PLAZA: Taps Faegre Baker to Assist in Estate Tax Appeal

CENTURY PLAZA: Anderson & Anderson Okayed as Local Counsel
CENTURY PLAZA: Burke Warren Approved as Special Counsel
CHRIST HOSPITAL: U.S. Trustee Names 7-Member Creditors Committee
CHRIST HOSPITAL: Sale Protocol Okayed; Bids Due March 15
CHRIST HOSPITAL: Koenig Appointed as Patient Care Ombudsman

CHRIST HOSPITAL: Files List of 20 Largest Unsecured Creditors
CLEAR PEAK: Voluntary Chapter 11 Case Summary
CLEARWIRE CORP: Google Intends to Sell 29.4-Mil. Class A Shares
COMPETITIVE TECHNOLOGIES: To Issue 180,000 Common Shares
CONNAUGHT GROUP: Hires Fulbright & Jaworski as Chapter 11 Counsel

CONNAUGHT GROUP: Taps Richter Consulting as Financial Advisors
CONNAUGHT GROUP: Consensus Tapped as Investment Banker
CONNAUGHT GROUP: Rejects 52nd St. Showroom, Canadian Store Leases
CONNAUGHT GROUP: To Sell Assets With No Stalking Horse Bidder Yet
CONQUEST PETROLEUM: Farms Out Kentucky Properties

CROSS BORDER: Red Mountain, Disgruntled, Wants 6 Add'l Directors
CROWN MEDIA: Posts $29.8 Million Net Income in Fourth Quarter
CRYOPORT INC: $5-Mil. Raised in Private Placement of 9.1MM Shares
CSX CORP: Moody's Assigns Rating to New $300-Mil. Senior Notes
CYBERDEFENDER CORP: Meeting to Form Creditors' Panel on March 6

DCS BUSINESS: Moody's Assigns '(P)B2' Corporate Family Rating
DEX MEDIA WEST: Bank Debt Trades at 43% Off in Secondary Market
DIPPIN' DOTS: Stockwell & Smedley OK'd for Patent Application
DIWAN, LLC: Case Summary & 15 Largest Unsecured Creditors
DUNE ENERGY: TPG Funds, et al., to Sell 24.5-Mil. Common Shares

EASTMAN KODAK: Wins Nod for Groom as Employee Benefits Counsel
EASTMAN KODAK: Wins Nod for KCC as Claims & Noticing Agent
EASTMAN KODAK: Discloses $20-Mil. Charge on Camera Biz. Exit
ENERGY CONVERSION: Seeks Court Approval to Sell Solar Business
ENERGY FUTURE: Prices Offering of $350 Million Senior Notes

ENERGY TRANSFER: Moody's Rates Proposed Term Loan at 'Ba2'
ENERGY TRANSFER: S&P Puts BB- Corp. Credit Rating on Watch Pos.
ENERGY TRANSFER: S&P May Affirm 'BB' Rating After SU Merger
EVERGREEN INT'L: Moody's Cuts Corporate Family Rating to 'Caa2'
FANNIE MAE: BofA Halts Selling New Mortgages

FKF MADISON: One Madison Park Condo Set for April 10 Confirmation
FOXCO ACQUISITION: S&P Raises Corporate Credit Rating to 'B+'
GALP WATERS: Highcross Plan Outline Hearing Moved to March 5
GATEHOUSE MEDIA: Bank Debt Trades at 73% Off in Secondary Market
GLEN ROSE: Widens Dec. 31 Quarter Profit to $909,000

GOODYEAR TIRE: Moody's Assigns 'B1' Rating to New Senior Notes
GOODYEAR TIRE: S&P Rates $700-Mil. Senior Unsec. Notes at 'B+'
GORDIAN MEDICAL: In Chapter 11 After Medicare Stopped Refunds
GORDIAN MEDICAL: Case Summary & 20 Largest Unsecured Creditors
GRAPHIC PACKAGING: Moody's Rates Credit Facilities at 'Ba2'

GRAPHIC PACKAGING: S&P Raises Corporate Credit Rating to 'BB+'
GRAY TELEVISION: Reports $7.5 Million Net Income in 4th Quarter
GREENEDEN US: S&P Assigns 'B' Corporate Credit Rating
GREGORY & PARKER: Case Summary & 4 Largest Unsecured Creditors
GRUBB & ELLIS: Daymark Realty Unaffected By Filing Ex-Owner

GSC GROUP: Court Okays $2-Mil. Black Diamond Exit Facility
HAWKER BEECHCRAFT: Bank Debt Trades at 26% Off in Secondary Market
HCA HOLDINGS: Reports $2.8 Billion Net Income in 2011
HEARTHSTONE HOMES: Files for Chapter 11 in Omaha
HEARTHSTONE HOMES: Voluntary Chapter 11 Case Summary

HELIX ENERGY: Moody's Assigns Ba2 Rating to New Sec. Term Loan
HOME SAVINGS OF AMERICA: Closed; FDIC Unable to Find Continuity
HORIZON LINES: Board OKs $100,000 Bonus to Executive Officers
HOSTESS BRANDS: Union Demands Shared Sacrifice for Survival
HOVENSA LLC: Moody's Withdraws 'Ba2' Corporate Family Rating

IMPLANT SCIENCES: DMRJ Group Extends Debt Maturity to Sept. 30
INDIANAPOLIS DOWNS: Wants Plan Filing Exclusivity Until March 19
INDYMAC BANK: Former CEO Gets Chance to Appeal $600MM FDIC Case
INNER CITY: Yucaipa, Fortress Taking Over Stations WLIB and WBLS
JAMES RIVER: Blue Diamond Imminent Danger Order Lifted

JEFFERSON COUNTY, AL: JPMorgan Stalling Fraud Suit, Says Insurer
JEFFERSON COUNTY: S&P Keeps 'C' Rating on Various Warrants Series
LA JOLLA: Patent for GCS-100 to Issue on March 6
LOS ANGELES DODGERS: 3rd Round of Bidding Begins This Week
LSP ENERGY: Bondholders File Collateral Support Statement

MADAWASKA HARDSCAPE: Case Summary & 20 Largest Unsecured Creditors
MADISON 92ND: Hearing on Plan Disclosures Resumes Today
MADISON 92ND: U.S. Trustee Wants Chapter 11 Trustee to Take Over
MAQ MANAGEMENT: Withdraws Auction-Based Chapter 11 Plan
MARCO POLO: Looks for Exclusivity Until March 31

MERIDIAN SHOPPING: Hires Dennis Yan as Attorney
MF GLOBAL: JPM Cash Account Not Tied to Customer Cash
MF GLOBAL: SIPA Trustee Says Customer Shortfall at $1.6 Billion
MF GLOBAL: $17.8-Mil. Cash Available for Use as of Feb. 17
MF GLOBAL: Sapere Says Creditors Should Be Out of SIPA Proceeding

MF GLOBAL: NFA Says Payouts Should Follow Commodity Broker Rules
MF GLOBAL: SIPC Has Letter on SIPA Trustee Counsel Fee Oversight
MONEY TREE: Small Loans Wins OK for Warren Averett as Advisors
MONTANA ELECTRIC: Can Access Cash Collateral Until March 16
MOUNT CLEMENS: Moody's Lowers General Obligation Tax Debt Rating

MSR RESORT: Wins More Time to Exclusively File Restructuring Plan
MUSICLAND HOLDINGS: Seeks Doc to Prove Best Buy Owes $232 Mil.
NASSAU BROADCASTING: Judge Clears to Auction Assets in May
OTERO COUNTY: Has Deal With BofA on Cash Access for 9 Months
PACESETTER FABRICS: Working on Exit; Exclusivity Tackled March 7

PALISADES 6300: Plan Outline Hearing Scheduled for March 7
PAN AM LAND: Chapter 11 Case Dismissed at Landlord's Behest
PINNACLE AIRLINES: May File for Ch. 11 Absent Deal With UAL
PJ FINANCE: Exclusive Solicitation Period Extended to March 31
PLS INC: Case Summary & 20 Largest Unsecured Creditors

PMI GROUP: Executive Salaries Down, Bonuses Up as Approved
PMI GROUP: Committee Taps Peter Solomon as Financial Advisor
PMI GROUP: Committee Wants to Retain Roshka as Special Counsel
PONCE TRUST: Files Chapter 11 Petition in Miami
PORTS AMERICA: Bank Debt Trades at 26% Off in Secondary Market

RCS CAPITAL: Wins Nod to Hire Bifferato as Special Counsel
RCS CAPITAL: Court OKs Collins as Committee's Counsel
RITE AID: J. Donald Won't Seek for Re-Election at Annual Meeting
ROTHSTEIN ROSENFELDT: Victims Object to Gibraltar Bank Settlement
RQB RESORT: Hearing on Further Access to Cash Collateral Today

SAAB AUTOMOBILE: Judge Refuses to Transfer Unit's Ch. 11
SABRE HOLDINGS: S&P Affirms 'B' Revolving Credit Facility Rating
SACRAMENTO APARTMENTS: 9th Cir. BAP Affirms Sanctions v. Counsel
SAVANNAH OUTLET: To Present Plan for Confirmation on April 17
SAXBY'S COFFEE: Portion of IRS Claim Declared Unsecured

SEARS HOLDINGS: Moody's Says B3 CFR Unaffected by Asset Sales
SEQUENOM INC: Faces Infringement Lawsuit in California
SNOKIST GROWERS: March 16 Hearing on Sale of Assets
SOLYNDRA LLC: Jones Lang to Market Silicon Valley Facility
SOPHIA LP: S&P Assigns 'B' Corporate Credit Rating

SP NEWSPRINT: BDO Approved as Committee's Financial Advisor
SP NEWSPRINT: Raymond James OK'd as Investment Banking Advisor
SPRINGLEAF: Bank Debt Trades at 10% Off in Secondary Market
STANFORD FIN'L: SEC Says There's Probable Cause for SIPC Coverage
STOCKTON, CA: May Suspend Payments as It Mulls Bankruptcy

STREETCAR PARTNERS: Case Summary & 7 Largest Unsecured Creditors
SUNCOR DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
SUPERMEDIA INC: Incurs $771 Million Net Loss in 2011
TALON THERAPEUTICS: Board Adopts Amended 2010 Incentive Plan
TEN SAINTS: Taps Bancroft & John to Appeal 2012-2013 Tax Value

THORNBURG MORTGAGE: Credit Suisse Wins Most of Servicing Proceeds
TRIBUNE CO: Funding for $32-Mil. ERISA Settlement Completed
TRIBUNE CO: Bank Debt Trades at 37% Off in Secondary Market
TRIDENT MICROSYSTEMS: Trustee Appoints 3 Equity Committee Members
TRIDENT MICROSYSTEMS: Creditors Committee Has Imperial as Advisor

TRIDENT SYSTEMS: Committee Taps Pachulski Stang as Counsel
TXU Corp: Bank Debt Trades at 39% Off in Secondary Market
TXU Corp: Bank Debt Trades at 44% Off in Secondary Market
UNISYS CORP: Reports $141.2 Million Net Income in 2011
UNITED RENTALS: Moody's Assigns 'Ba3' Rating to $750-Mil. Notes

UNITED RETAIL: Set for Auction With Stalking Horse Bid
UNITED RETAIL: Hearing Today on Lease Decision Extension
US CAPITAL: Plantation Fashion Mall Owners File for Chapter 11
US CAPITAL: Case Summary & 10 Largest Unsecured Creditors
USI HOLDINGS: S&P Affirms 'B-' Counterparty Credit Rating

VADIUM TECHNOLOGY: Section 341(a) Meeting Slated for March 6
VALHALLA CLO: Moody's Assigns 'B1' Rating to Class Q-1 Notes
VITRO SAB: Judge Clear Bondholders to Go After Interest Payments
W.R. GRACE: Lenders Appeal Plan Order Before 3rd Circuit
W.R. GRACE: Wins Nod to Contribute $109.3-Mil. to Pension Plan

W.R. GRACE: Submits Post-Confirmation Report for 4th Quarter
WADE CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
WILCOX EMBARCADERO: Taps Gabrielson & Company as Accountant
WILCOX EMBARCADERO: Access to WF Cash Collateral Ends Aug. 31
WILSON INTERNATIONAL: Meeting to Form Creditors' Panel on March 8

WINDOW FACTORY: American Integrity Wants Ch. 11 Trustee Appointed
WOODBURY DEVELOPMENT: Taps Backenroth Frankel as Counsel
WOODBURY DEVELOPMENT: Sec. 341 Creditors' Meeting on March 12
WOODBURY DEVELOPMENT: Status Conference Scheduled for April 17
Z TRIM HOLDINGS: Sells 311,545 Common Shares to Brightline

* Oaktree Capital Reports Wider Net Loss for 2011 Ahead of IPO

* Investors Bet on Retirement Home Bonds Despite High Default Rate

* Large Companies With Insolvent Balance Sheets



                            *********

155 EAST: Hearing on Canpartners Sale-Based Plan on March 2
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on March 2 to consider confirmation of 155 East
Tropicana LLC's Chapter 11 reorganization plan.

The bankruptcy judge signed an order approving the sale of 155
East's Hooters Casino Hotel in Las Vegas to secured creditor
Canpartners Realty Holding Co. IV LLC.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that completion of the sale requires approval of the
reorganization plan at the confirmation hearing.

Canpartners owns 98.4% of the $130 million in 8.75% second-lien
senior secured notes.  According to Mr. Rochelle, it will acquire
the property in exchange for $45 million of the notes and the
assumption of $15 million in financing for the bankruptcy.

Closing is expected at March 30.

                      About 155 East Tropicana

155 East Tropicana LLC owns the world's first Hooters Casino
Hotel, a 696-room and 4-suite hotel located one block from the Las
Vegas Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, along with an affiliate, sought Chapter 11
protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy protection to stop a scheduled Aug. 8
foreclosure of the second-lien debt.  The two secured credit
facilities were accelerated early this year.

Canpartners Realty Holding Co. IV LLC acquired 98.4% of the
$130 million in 8.75% second-lien senior secured notes.  An
additional $32.2 million of interest is owing on the second-lien
debt, with US Bank NA as the indenture trustee.  Holders of the
$14.5 million in first-lien debt have Wells Fargo Capital Finance
Inc. as their agent.  The first-lien obligation is fully secured.
Interest has been paid at the default rate.

Gerald M. Gordon, Esq., and Brigid M. Higgins, Esq., at Gordon
Silver, in Las Vegas, Nevada, serve as counsel to the Debtors.
Garden City Group, Inc., is the claims agent.  William G. Kimmel &
Associates has been hired to provide an appraisal of the Debtors'
casino hotel/property.  Alvarez & Marsal serves as financial and
restructuring advisor.  Innovation Capital LLC serves as financial
advisor for capital raising transactions and M&A transactions.


2715 NORTH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 2715 North Milwaukee, LLC
        2731 N. Milwaukee Ave.
        Chicago, IL 60647

Bankruptcy Case No.: 12-06611

Chapter 11 Petition Date: February 22, 2012

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

Judge: Pamela S. Hollis

Debtor's Counsel: Robert R. Benjamin, Esq.
                  GOLAN & CHRISTIE, LLP
                  70 West Madison Street
                  Suite 1500
                  Chicago, IL 60602
                  Tel: (312) 263-2300
                  Fax: (312) 263-0939
                  E-mail: rrbenjamin@golanchristie.com

Scheduled Assets: $1,321,000

Scheduled Liabilities: $23,542,967

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-06611.pdf

The petition was signed by Gladys McPherson, sole member.


ABBOTT HOMES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Abbott Homes - Plymouth, LLC
        dba Seton Highlands at the Pinehills
        75 Central Street, Suite 3A
        Boston, MA 02109

Bankruptcy Case No.: 12-11368

Chapter 11 Petition Date: February 22, 2012

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

Judge: William C. Hillman

Debtor's Counsel: James A. Wingfield, Esq.
                  LAW OFFICES OF JAMES WINGFIELD
                  316 Main Street, Suite 600
                  Worcester, MA 01608
                  Tel: (508) 797-0200
                  Fax: (508) 797-0201
                  E-mail: wingfield@wingfieldlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mab12-11368.pdf

The petition was signed by James McAuliffe, manager of Abbott Real
Estate Dev., Debtor's manager.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Abbott Homes-Bay Club Phase One, LLC   11-20701   11/15/11
Abbott Magnolia, LLC                   11-20710   11/15/11


AES PUERTO RICO: Moody's Lowers Rating on $194MM Notes to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service downgraded approximately $194 million of
secured bonds issued by the Puerto Rico Industrial, Tourist,
Educational, Medical, and Environmental Control Facilities
Financing Authority on behalf of AES Puerto Rico L.P. (AES PR) to
Ba1 from Baa3. The outlook is stable.

RATINGS RATIONALE

The downgrade for AES PR considers the project's operational and
financial performance, which has been dampened by the challenges
of meeting aggressive availability and heat rate guarantees
incorporated in the PPA in addition to generally increased costs
for operations and maintenance. As a result, over the next several
years, Moody's anticipates debt service coverage ratios will
generally remain in a range of 1.30 -- 1.40 times.

Although AES PR has undertaken various maintenance activities and
capital projects intended to improve the reliability and
efficiency of the plant, to date, these efforts have met with
mixed success. Recent availability factors have generally been in
the range of the 90% required for the plant to receive its full
capacity payment; however efforts to improve the plant's
efficiency have been only partially successful, and though
reduced, the project's heat rate remains over 300 BTU/kWh higher
than the rate incorporated in its power purchase agreement. As a
result, Moody's anticipates the project's under-recovery of fuel
costs will continue, and could be exacerbated by the generally
elevated cost of coal in the current market.

AES PR's Ba1 senior secured rating also reflects the stability of
revenues that are generated by its long-term power sales agreement
for capacity and energy, the solid credit quality of its power
purchaser, the competitive cost structure of its power purchase
agreement, the limited competition in a resource-constrained
service area, and AES's significant experience operating coal-
fired power plants. The rating also considers the back-ended
amortization profile of the bonds, which increases their exposure
to longer term uncertainties, and the declining schedule of
capacity payments, which reduces the amount of financial cushion
available to protect against uncertainty.

The outlook for AES Puerto Rico is stable reflecting Moody's view
that over the next several years debt service coverage ratios are
likely to be maintained in a range of 1.30 -- 1.40 times, with
some potential modest upside as a result of the AES PR's new five-
year agreement for the sale of 14 MWs of as available energy;
however, Moody's does not anticipate debt service coverage ratios
will remain in the range 1.50 times -- which would likely be
required for upward pressure to develop on the rating. The outlook
also reflects Moody's view that the project will be able address
the upcoming 2012 maturities of its letter of credit and reserve
commitment through extension or replacement, and recognizes that
any draws on these commitments would be repaid over the life of
the existing Tranche A loans (currently 5 years remaining).

We do not anticipate the rating will be revised over the near-to-
medium term. Longer term, the rating could rise if the project is
able to demonstrate debt service coverage above 1.50 times on a
sustainable basis. The rating could face downward pressure if the
project sees continued operating difficulties which result in
reductions to its capacity payments or increases in unrecovered
operating and/or capital costs cause debt service coverage ratios
to remain below the 1.30 -- 1.40 times range for an extended
period. In the event PREPA were to be downgraded by three or more
notches, there could be negative pressure on the rating.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

AES PR, an indirect wholly owned subsidiary of AES Corp.(AES: Ba3
Corporate Family Rating, stable), owns and operates a 454 megawatt
(MW) coal-fired cogeneration facility located on the southeastern
coast of Puerto Rico. The project sells all of its firm energy and
capacity pursuant to a 25-year power purchase agreement to the
Puerto Rico Electric Power Authority (PREPA: A3 revenue bonds,
negative), a public corporation and governmental agency of the
Commonwealth of Puerto Rico. The project began operating in 2002.


AMERICAN SCIENTIFIC: Enters Into APA with American Scientific
-------------------------------------------------------------
American Scientific Resources, Incorporated, on Feb. 23, 2012,
entered into an asset purchase agreement with American Scientific
Resources, Inc.  Pursuant to the Asset Purchase Agreement, the
Company sold certain receivables and certain intellectual property
to the Purchaser for a purchase price consisting of (i) $50,000
cash advanced at closing and (ii) a royalty for up to five years
from the date of closing equal to 5% of the Purchaser's net
revenues less returns less direct costs and joint marketing money
up to a maximum of $4,000,000.  Royalty payments will be remitted
on the 15th day of each month 75 days in arrears for each calendar
month.

The transferred receivables and intellectual property were used to
manufacture and market certain of the Company's healthcare and
medical device products, including the Disintegrator home needle
destruction device and the VeraTemp Non-Contact thermometers.  The
Company retained, among other things, its Kidz-Med product line,
certain trademarks, the right to market and sell the remaining
Disintegrator inventory in its possession, its Food and Drug
Administration and ISO13485 compliant facility, FDA approvals
necessary to operate as a medical device, repackaging or contract
manufacturing business and its goodwill and corporate franchise.

The Purchaser also assumed an aggregate of $1,785,745 of principal
and interest owed by the Company under certain of its outstanding
convertible notes.  The Asset Purchase Agreement provides that if
within five years from the date of closing either (i) all of the
issued and outstanding shares of common stock of the Purchaser are
sold to a third party or (ii) all or substantially all of the
assets of the Purchaser are sold to a third party, then the
Purchaser will pay the Company $4,000,000 less any amounts already
paid by the Purchaser to the Company as a part of the purchase
price.  Also on Feb. 23, 2012, the Company, the Purchaser and the
holders of assumed debt entered into a consent agreement pursuant
to which the holders consented to the Purchaser's assumption of
the debt and agreed to release the Company of all legal and
financial responsibility, indebtedness and liability with respect
to the notes.

Robert Faber, the Company's President and Chief Executive Officer
and Chairman of the board of directors, and Jason Roth, the
Company's Senior Vice President and Director of Business
Development and a director, are officers and directors of the
Purchaser.  The transaction was approved by a majority of the
disinterested members of the Company's board of directors pursuant
to Section 78.140 of the Nevada Revised Statutes.

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

                        http://is.gd/0A8iWj

                      About American Scientific

Weston, Fla.-bases American Scientific Resources, Inc., provides
healthcare and medical products.  The Company develops,
manufactures and distributes healthcare and medical products
primarily to retail drug chains, retail stores specializing in
sales of products for babies and medical supply dealers.  The
Company does sub-component assembly and packaging for the
Disintegrator product line.  All of the Company's other products
are manufactured by third parties.  The Company was comprised of
three subsidiaries: (i) Kidz-Med, Inc., (ii) HeartSmart, Inc., and
(iii) Ulster Scientific, Inc., of which only Kidz-Med was active
until Dec. 31, 2010.  All subsidiaries are currently inactive.

The Company reported a net loss applicable to common shareholders
of $6.92 million on $763,020 of net product sales for the nine
months ended Sept. 30, 2011, compared with a net loss applicable
to common shareholders of $4.78 million on $578,961 of net product
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.26 million in total assets, $9.21 million in total liabilities,
and a $7.95 million total shareholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about American Scientific Resources'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
suffered recurring losses, its current liabilities exceed its
current assets and it is in default with certain of its
obligations.


AMERICANWEST BANCORP: Holdco Plan Proposes to Reorganize Debtor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
will convene hearing on April 26, 2012, at 10:00 a.m., to consider
the adequacy of a Disclosure Statement explaining Holdco Advisors
L.P.'s proposed Plan of Reorganization for AmericanWest
Bancorporation.

According to the Disclosure dated Dec. 19, 2011, Holdco's Plan
provides for the reorganization of the Debtor and for holders of
certain Allowed Claims to receive equity in the Reorganized
Debtor, with the option for each holder of TOPrS Unsecured Claims
and General Unsecured Claims to receive instead a "cash out" right
of payment or a security that results in cash from certain of the
Debtor's assets, including Cash held by the Reorganized Debtor as
of the Effective Date.  The Plan Proponent believes the Plan will
maximize the value of the estate.  In order to effectuate the
Distributions, the Plan provides that all of the assets of the
Debtor's Estate (including Causes of Action not expressly released
under the Plan) will vest in the Reorganized Debtor, and that the
former officer and director causes of action will vest in the Plan
Trust.  The Reorganized Debtor will continue to operate the
Debtor's business as a going concern in the real estate and
financial services sectors, and will pursue litigation (with the
exception of Former Officer and Director Causes of Action, which
will be pursued by the Plan Trustee) and make Distributions under
the Plan.  The new board will be appointed as of the Effective
Date and will be responsible for implementing the Plan and
operating the business of the Reorganized Debtor.

Under the Plan, the creditors are projected to recover:

         Class 1 Secured Claims            100%
         Class 2 TOPrS Unsecured Claims    Unknown
         Class 3 General Unsecured Claims  Unknown
         Class 4 Convenience Claims        100%
         Class 5 Equity Interests          N/A

On March 15, 2011, the Debtor filed its Plan of Distribution,
pursuant to which the Debtor proposed to make distributions to
creditors and wind up the Debtor's affairs. The Liquidating Plan
contemplated that, following the plan's effective date, the
Reorganized Debtor's board of directors would be reduced to one
individual, with one remaining shareholder.  The single remaining
director was to act as distribution agent, and commence
distributions to all holders of allowed claims under the
Liquidating Plan, which distributions would be made from the sale
proceeds and remaining cash held in the Debtor's bank accounts.
The distribution agent would then be responsible for winding up
the Debtor's business affairs.  During a Nov. 3, 2011 status
conference, the Court authorized Holdco to submit a competing plan
which would be considered for confirmation alongside the Debtor?s
Liquidating Plan.

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

Holdco Advisors are represented by:

         Jeffrey D. Sternklar, Esq.
         DUANE MORRIS LLP
         100 High Street, Suite 2400
         Boston, MA 02110
         Tel: (857) 488-4200
         Fax: (857) 401-3034

         Bruce K. Medeiros, Esq.
         DAVIDSON BACKMAN MEDEIROS PLLC
         1550 Bank Of America Financial Center
         601 West Riverside Avenue
         Spokane, WA 99201
         Tel: (509) 624-4600

                 About AmericanWest Bancorporation

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

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

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

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

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


ARCTIC GLACIER: CCAA Order Recognized on Interim Basis in U.S.
--------------------------------------------------------------
Arctic Glacier Income Fund disclosed the U.S. Bankruptcy Court for
the District of Delaware entered an order recognizing on an
interim basis the Canadian initial order issued on Feb. 22 under
the Companies' Creditors Arrangement Act, including approval of
debtor-in-possession financing.

The U.S. court is scheduled to make a final order on March 16,
2012.  In the interim the Company is permitted to continue with
its court supervised sale and investment solicitation process in
both the United States and Canada.

The Canadian court's order, as previously announced, authorizes
the Fund and its operating subsidiaries to commence a court
supervised recapitalization of its business through the initiation
of a sale and investment solicitation process.  It also provides
for a stay of certain creditor claims and authorizes debtor-in-
possession financing to enable Arctic Glacier to maintain normal
business operations during the CCAA process.

During the CCAA and Chapter 15 processes, Arctic Glacier expects
to maintain all operations at their normal capacity in both Canada
and the United States.  No layoffs or lease terminations are
planned and all suppliers of goods and services are intended to be
paid as usual, including amounts owed prior to the CCAA and
Chapter 15 filings.

                        About Arctic Glacier

Arctic Glacier Income Fund, through its operating company, Arctic
Glacier Inc., is a leading producer, marketer and distributor of
high-quality packaged ice in North America, primarily under the
brand name of Arctic Glacier(R) Premium Ice.  Arctic Glacier
operates 39 production plants and 48 distribution facilities
across Canada and the northeast, central and western United States
servicing more than 75,000 retail locations.

Arctic Glacier Income Fund trust units are listed on the Toronto
Stock Exchange under the trading symbol AG.UN. There are currently
39.0 million trust units outstanding.  Following the issuance of
units to the Debenture holders on August 2, 2011, there will be
350.3 million trust units outstanding.

Arctic Glacier Inc. filed a Chapter 15 petition (Bankr. D. Del.
Case No. 12-10603) on Feb. 22, 2012, to gain U.S. recognition of a
foreign sale process that would melt away its rising debts.

Philip J. Reynolds of Alvarez & Marsal Canada Inc., as foreign
representative, signed the Chapter 15 petition.  Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, serves as counsel
to the foreign representative.

Arctic Glacier had assets of $65 million and liabilities of
$240 million as of Sept. 30, 2011.


ATLANTIC & PACIFIC: NJ Objects to Plan Over $18MM in Back Taxes
---------------------------------------------------------------
Steven Melendez at Bankruptcy Law360 reports that New Jersey's
Division of Taxation on Thursday objected to The Great Atlantic &
Pacific Tea Co. Inc.'s Chapter 11 reorganization plan, saying it
doesn't do enough to resolve $18 million the grocer owes its home
state in back taxes.

Law360 relates that the agency said A&P is required under U.S.
bankruptcy law to pay all of its back taxes plus 6.25 percent
interest, but the plan says the taxes will be paid only "with the
reasonable consent of investors" and doesn't provide for any
interest payments.

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.


BERNARD L. MADOFF: Sues to Stop Mendelow Clients' Lawsuit
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. filed papers late last week to stop two customers
from suing another.

The report recounts that Irving Picard, the trustee, sued Stephen
B. Mendelow in November 2010 for $20 million, including $11.4
million in fictitious profits taken out of the Madoff firm before
the fraud became public.

Last week, Mr. Picard, according to the report, sued two customers
named Warshaw and Weinberg who filed their own suits in New York
state court against Mendelow.  Mr. Picard said that the two
customers are trying to "circumvent the claims process and jump
ahead of other customers" by directly suing Mendelow.  Even if the
two customers have their own claims, Mr. Picard said the suit
interferes with the liquidation because they aim to recover the
very same money the trustee is pursuing.

                      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.

In February 2012, U.S. District Judge Deborah A. Batts ruled that
the bankruptcy judge was correct in ignoring a request by a
customer named Marsha Peshkin to remove Mr. Picard and his
attorneys.  Batts, in her Feb. 16 opinion, said the request was
improperly made because it first appeared in a reply brief
submitted on a motion seeking the bankruptcy judge to revoke
approval of a $220 million settlement with the estate of Norman F.
Levy.


BERNARD L. MADOFF: Son's Widow Fights Picard Clawback Claims
------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the widow of
Bernard L. Madoff's son Mark asked a New York bankruptcy court
Wednesday to shield her from a clawback suit by the trustee
liquidating the Ponzi schemer's collapsed firm.

Law360 relates that the filing by Stephanie Mack assailed a bid by
trustee Irving Picard to file an amended suit targeting her and
several other members of Madoff's extended family.

                       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: Mets Owners Push to Kill $386MM Clawback Suit
----------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that the owners of
the New York Mets baseball team argued Thursday that the $386
million case brought against them by Bernard L. Madoff's
bankruptcy trustee can be tossed without trial, saying there is no
evidence the men knew about Madoff's fraud.

Law360 relates that to claw back withdrawals Mets owners Fred
Wilpon and Saul Katz took from accounts they kept with Madoff,
trustee Irving Picard must show that the two were willfully blind
to evidence that Madoff was running a Ponzi scheme.

Dow Jones' Daily Bankruptcy Review reports that the owners of the
Mets ill learn by March 5 whether they will have to go to trial on
allegations they were "willfully blind" to a decades-long fraud by
convicted Ponzi scheme operator Bernard Madoff.

                      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.


BRISTOW GROUP: S&P Revises Outlook to Negative on High Leverage
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based Bristow Group Inc. to negative from stable and affirmed all
of its ratings, including the 'BB' corporate credit rating, on the
company.

"The outlook revision reflects the potential that Bristow's
leverage could exceed our downgrade threshold of 4x in fiscal
2013," said Standard & Poor's credit analyst Marc Bromberg.

"Bristow's operating performance has been below expectations in
fiscal 2012 (which ends March 31) due to softer operating margins
brought on by higher operating costs. At the same time, adjusted
debt, which captures in the impact of leases, has increased to
about $1 billion from under $900 million in the year ago fiscal
third quarter. The company has also authorized a $100 million
share buyback program and a $20 million dividend program. Because
of these factors, Bristow's last-12-months (LTM) leverage, as of
Sept. 30, 2011, was 3.9x--a level we consider to be aggressive for
the current rating category," S&P said.

"Through the first three quarters of fiscal 2012, Bristow's
margins have been below our expectations, with Standard & Poor's
adjusted EBITDA margin averaging about 20% and gross margin at
about 29% (versus fiscal 2011 adjusted EBITDA margin at near 22%
and gross margin above 30%). Bristow has cited higher personnel
compensation and pension costs, as well as higher operating costs
(such as maintenance) for the decline and has said that it's
focusing on passing through more of these costs to customers.
However, we see the risk that margins could continue to be weak if
customers do not embrace more of these costs and believe that if
Bristow is unable to return gross margin to the 30% level,
leverage is likely to exceed 4x in fiscal 2013," S&P said.


BTA BANK: Asks UK Court to Debar Former Chairman
------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Kazakhstan's BTA
Bank Friday asked England's High Court to pass an order preventing
its former chairman, Mukhtar Ablyazov, from defending one of the
biggest cases of alleged embezzlement ever heard in the United
Kingdom.

                          About BTA Bank

BTA Bank AO (BTA Bank JSC), formerly Bank TuranAlem AO --
http://bta.kz/-- is a Kazakhstan-based financial institution,
which is involved in the provision of banking and financial
products for private and corporate clients.

The BTA Group is one of the leading banking groups in the
Commonwealth of Independent States and has affiliated banks in
Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and Turkey.
In addition, the Bank maintains representative offices in Russia,
Ukraine, China, the United Arab Emirates and the United Kingdom.
The Bank has no branch or agency in the United States, and its
primary assets in the United States consist of balances in
accounts with correspondent banks in New York City.

As of November 30, 2009, the Bank employed 5,043 people inside
and 4 people outside Kazakhstan.  It has no employees in the
United States.  Most of the Bank's assets, and nearly all its
tangible assets, are located in Kazakhstan.

JSC BTA Bank, also known as BTA Bank of Kazakhstan, commenced
insolvency proceedings in the Specialized Financial Court of
Almaty City, Republic of Kazakhstan.  Anvar Galimullaevich
Saidenov, the Chairman of the Management Board of BTA Bank, then
filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 10-10638) on
Feb. 4, 2010, estimating more than US$1 billion in assets and
debts.

On March 9, 2010, the Troubled Company Reporter-Europe reported
that JSC BTA Bank was granted relief in the U.S. under Chapter 15
when the bankruptcy judge in New York recognized the Kazakh
proceeding as the "foreign main proceeding."  Consequently,
creditor actions in the U.S. were permanently halted, forcing
creditors to prosecute their claims and receive distributions
in Kazakhstan.

In the U.S., the Foreign Representative is represented by Evan C.
Hollander, Esq., Douglas P. Baumstein, Esq., and Richard A.
Graham, Esq. -- rgraham@whitecase.com -- at White & Case LLP in
New York City.

The Specialized Financial Court of Almaty approved BTA Bank's debt
restructuring on Aug. 31, 2010, trimming its obligations from
$16.7 billion to $4.2 billion, and extending its longest maturity
dates to 20 year from eight.  Creditors who hold 92 percent of
BTA's debt approved the restructuring plan in May.  BTA reportedly
distributed $945 million in cash to creditors and new debt
securities including $5.2 billion of recovery units (representing
an 18.5% equity stake) and $2.3 billion of senior notes on Sept.
1, 2010.  BTA forecasts profit of slightly more than $100 million
in 2011, Chief Executive Officer Anvar Saidenov told reporters in
Almaty.


BUFFETS RESTAURANTS: Proposes $5-Mil. Employee Incentive Plan
-------------------------------------------------------------
Buffets Restaurants Holdings Inc. filed a motion seeking to dole
out up to nearly $5 million in bonuses to a group of its managers
as it works to reorganize, and possibly sell, its homestyle
restaurant chain.

The proposed key employee incentive plan (KEIP) for certain
management employees is a two-tier bonus plan, for which the
Debtors estimate a $2.3 million aggregate payout for tier one and
$2.6 million for tier two.

The Court scheduled a March 15, 2012 hearing on the matter.

                         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.


BUNKER LAKES: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bunker Lakes, Inc.
        dba Bunker Lakes Dealership
        5437 County Road 27
        Auburn, IN 46706

Bankruptcy Case No.: 12-10439

Chapter 11 Petition Date: February 22, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Sarah Mustard Heil, Esq.
                  Scot T. Skekloff, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137
                  E-mail: djs@sak-law.com
                          sheil@sak-law.com
                          sts@sak-law.com

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

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/innb12-10439.pdf

The petition was signed by Kristin McGrade, president.


CDW LLC: S&P Affirms 'B' Corp. Credit Ratings; Outlook Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Vernon
Hills, Ill.-based CDW Corp. to positive from stable. "In addition,
we affirmed all our ratings on the company, including our 'B'
corporate credit ratings. The outlook revision reflects CDW's
strong revenue growth, consistent profitability and improving
financial risk profile," S&P said.

"The ratings on CDW LLC reflect our expectation that growth in
North American IT spending, consistent profitability and debt
reductions will support improvements in its highly leveraged
financial profile in the near term, despite highly competitive
industry conditions," said Standard & poor's credit analyst Martha
Toll-Reed.

"CDW is the leading value-added reseller (VAR) of IT products,
solutions and services to business, government, and education and
health care customers in the U.S. and Canada. It reaches its
existing and prospective customers through catalogs, direct mail,
outbound telemarketing, Web sites and Web advertising, and a
direct sales force. CDW's 'fair' business risk profile reflects
the company's good position in the highly fragmented reseller
market for technology products and services, offset by a narrow
geographic presence, relatively low-margin characteristics and
exposure to potential IT spending weakness," S&P said.


CENTAUR HOLDINGS: S&P Assigns Prelim. 'B' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its preliminary 'B'
corporate credit rating to Indiana-based Centaur Holdings LLC. The
rating outlook is positive.

"At the same time, we assigned our preliminary 'B+' issue-level
rating (one notch higher than the preliminary corporate credit
rating) and our preliminary '2' recovery rating to the company's
proposed $240 million credit facility. The facility will consist
of a $10 million revolver due 2017 and a $230 million term loan
due 2018. The preliminary '2' recovery rating indicates our
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default," S&P said.

"Centaur plans to use the proceeds from the proposed credit
facility to refinance its existing first- and second-lien term
loans, which remain in place following the company's exit from
chapter 11 bankruptcy protection on Oct. 1, 2011," S&P said.

"Our preliminary 'B' corporate credit rating reflects our
assessment of Centaur's financial risk profile as 'highly
leveraged' and our assessment of Centaur's business risk profile
as 'weak,' according to our criteria," said Standard & Poor's
credit analyst Ariel Silverberg.

"Our assessment of Centaur's financial risk profile as 'highly
leveraged' reflects our expectation that adjusted debt leverage
will remain in the low-6.0x area through 2012, and around 6.0x in
2013 (our leverage measure includes about $52 million in PIK
notes); interest coverage will remain in the low-2.0x area; and
that Centaur will generate only modest discretionary cash flow,
which will be used for debt reduction. These expectations do not
incorporate the potential benefit from a proposed amendment to
current tax legislation, which would reduce gaming taxes and
result in a meaningful increase in EBITDA," S&P said.

"Our positive rating outlook reflects the potential for meaningful
incremental EBITDA in the event of the passage of favorable tax
legislation, which, in conjunction with our performance
expectations, would potentially result in credit measures
supportive of a higher rating. However, in the event that Bill
140 passes, we would assess the current status of the potential
acquisition of the other Indiana racino prior to determining
whether a higher rating is warranted, as this would represent a
potential leveraging transaction for Centaur. In the event that
Bill 140 is voted down, we would likely revise our rating outlook
to stable as, under our current performance expectations, leverage
remains around 6x, which is in line with a 'B' rating based on our
assessment of Centaur's business risk profile. Lower ratings would
be considered if EBITDA generation is meaningfully below our
expectation, resulting in our belief that leverage would be
sustained above 7x or interest coverage would fall below 1.5x,"
S&P said.


CENTRAL BANK OF GEORGIA: Closed; Ameris Bank Assumes Deposits
-------------------------------------------------------------
Central Bank of Georgia of Ellaville, Ga., was closed on Friday,
Feb. 24, 2012, by the Georgia Department of Banking and Finance,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Ameris Bank of Moultrie,
Ga., to assume all of the deposits of Central Bank of Georgia.

The five branches of Central Bank of Georgia will reopen during
their normal business hours as branches of Ameris Bank.
Depositors of Central Bank of Georgia will automatically become
depositors of Ameris Bank.  Deposits will continue to be insured
by the FDIC, so there is no need for customers to change their
banking relationship in order to retain their deposit insurance
coverage up to applicable limits.  Customers of Central Bank of
Georgia should continue to use their existing branch until they
receive notice from Ameris Bank that it has completed systems
changes to allow other Ameris Bank branches to process their
accounts as well.

As of Dec. 31, 2011, Central Bank of Georgia had around
$278.9 million in total assets and $266.6 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, Ameris Bank agreed to purchase essentially all of the
assets.

The FDIC and Ameris Bank entered into a loss-share transaction on
$192.8 million of Central Bank of Georgia's assets.  Ameris Bank
will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, please visit:

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

Customers with questions about today's transaction should call the
FDIC toll-free at 1-800-523-0640.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $67.5 million.  Compared to other alternatives, Ameris
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Central Bank of Georgia is the tenth FDIC-insured
institution to fail in the nation this year, and the second in
Georgia.  The last FDIC-insured institution closed in the state
was The First State Bank, Stockbridge, on Jan. 20, 2012.


CENTURY PLAZA: In Talks With Lender, Wants June 18 Plan Deadline
----------------------------------------------------------------
Century Plaza LLC asks the U.S. Bankruptcy Court for the Northern
District of Indiana to extend its exclusive periods to file and
solicit acceptances for a proposed plan of reorganization until
June 18, 2012, and Aug. 31, respectively.

The Debtor relates that it needs more time to complete the
negotiations with the lender relating to a transaction that would
fund a plan.  The lender has just signed a confidentiality
agreement that will permit the Debtor to disclose the transaction
to the lender and discuss its terms.

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Judge J. Philip Klingeberger presides
over the case.  Crane, Heyman, Simon, Welch & Clar serves as the
Debtor's counsel.  Anderson & Anderson PC serves as local
bankruptcy counsel. Burke Warren Mackey & Serritella P.C. PC
serves as special counsel.  The Debtor estimated assets and debts
of $10 million to $50 million.  The petition was signed by Richard
Dube, president of Tri-Land Properties, Inc., manager.


CENTURY PLAZA: Taps Faegre Baker to Assist in Estate Tax Appeal
---------------------------------------------------------------
Century Plaza LLC asks the U.S. Bankruptcy Court for the Northern
District of Indiana for permission to employ Jay Jaffe and Faegre
Baker Daniels LLP as special counsel for real estate tax appeal
purposes nunc pro tunc Jan. 1, 2012.

Faegre has represented the Debtor with respect to matters before
the lake County Indiana Treasurer in order to secure fair and
equitable valuations for real estate tax purposes for the property
-- a commercial shopping center located in Merrillville, Indiana.

Faegre estimates that the total amount of billing for the tax
appeal will be between $3,000 to $5,000 for the appeal at the
township level and an additional $5,000 to $7,000 to appeal to the
county level, if necessary.

To the best of the Debtor's knowledge, the firm does not represent
an interest adverse to the Debtor's estate or its creditors.


                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Judge J. Philip Klingeberger presides
over the case.  Crane, Heyman, Simon, Welch & Clar serves as the
Debtor's counsel.  Anderson & Anderson PC serves as local
bankruptcy counsel. Burke Warren Mackey & Serritella P.C. PC
serves as special counsel.  The Debtor estimated assets and debts
of $10 million to $50 million.  The petition was signed by Richard
Dube, president of Tri-Land Properties, Inc., manager.

No trustee, examiner or committee of unsecured creditors has been
appointed to serve in the reorganization case.


CENTURY PLAZA: Anderson & Anderson Okayed as Local Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
authorized Century Plaza LLC to employ Anderson & Anderson PC as
local bankruptcy counsel.

As reported in the Troubled Company Reporter on Jan. 27, 2012,
prior to the Chapter 11 filing, Anderson & Anderson was paid
$5,000 by the Debtor as retainer.  All compensation and
reimbursement of expenses to Anderson & Anderson are subject to
further Court order.

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

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Crane, Heyman, Simon, Welch & Clar
serves as the Debtor's counsel.  Burke Warren Mackey & Serritella
P.C. PC serves as special counsel.  The Debtor estimated assets
and debts of $10 million to $50 million.  The petition was signed
by Richard Dube, president of Tri-Land Properties, Inc., manager.


CENTURY PLAZA: Burke Warren Approved as Special Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
authorized Century Plaza LLC to employ Burke Warren Mackey &
Serritella P.C. as special counsel.

As reported in the Troubled Company Reporter on Jan. 27, 2012, the
Debtor paid the firm a $60,000 retainer.  BWM&S holds a $1,002
prepetition claim against the Debtor.

Jeffrey D. Warren, Esq., a managing partner at Burke Warren,
attests that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Judge J. Philip Klingeberger presides
over the case.  Crane, Heyman, Simon, Welch & Clar serves as the
Debtor's counsel.  Anderson & Anderson PC serves as local
bankruptcy counsel.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petition was signed by Richard
Dube, president of Tri-Land Properties, Inc., manager.


CHRIST HOSPITAL: U.S. Trustee Names 7-Member Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, has
appointed these entities to sit on the official committee of
unsecured creditors in the Chapter 11 case of Christ Hospital
pursuant to Section 1102(a)(1) of the Bankruptcy Code:

          1. Peter Young
             McKesson Technologies, Inc.
             5995 Windward Parkway
             Alpharetta, GA 30005
             Tel: 404-338-3221
             Fax: 866-455-5123

          2. Ann Twomey
             Health Professionals & Allied
             Employees AFT-AFL/CIO
             110 Kinderkamack Road
             Emerson, NJ 07630
             Tel: 201-262-5005 ext. 113
             Fax: 201-262-4335

          3. Suzanne M. Klar, Esq.
             PSE&G
             80 Park Plaza, T5D
             Newark, NJ 07102
             Tel: 973-430-6483
             Fax: 973-645-1103

          4. Janice Klostermeier, Chairperson
             Emergency Medical Associates
             651 West Mount Pleasant Ave.
             Livingston, NJ 07039
             Tel: 973-251-1083
             Fax: 973-740-9895

          5. Brad Hamman
             Wood Dining Services Sodexo
             Operations, LLC
             283 Cranes Roost Blvd., Suite 260
             Altamonte Springs, FL 32701
             Tel: 407-339-3230 ext. 35204
             Fax: 407-260-2305

          6. Arnab Sen
             Apollo Health Street, Inc.
             2 Brighton Road, Suite 300
             Clifton, NJ 07012
             Tel: 973-405-5908
             Fax: 973-860-0992

          7. Jeff Sutton
             CBIZ-KA Consulting
             Consulting Services, LLC
             50 Millstone Road
             Bldg. 200, Suite 230
             East Windsor, NJ 08520
             Tel: 609-918-0990
             Fax: 609-918-0930

Andrew H. Sherman, Esq. -- asherman@sillscummis.com -- at Sills,
Cummis & Gross, serves as the Committee's counsel.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Judge Morris Stern presides
over the case.  Lawyers at Porzio, Bromberg & Newman, P.C., serve
as the Debtor's counsel.

Christ Hospital, founded in 1872 by an Episcopalian priest, is a
367-bed acute care hospital located in Jersey City, New Jersey at
176 Palisade Avenue, serving the community of Hudson County.  The
Debtor is well-known for its broad range of services from primary
angioplasty for cardiac patients to intensity modulated radiation
therapy for those battling cancer.  Christ Hospital is the only
facility in Hudson County to offer IMRT therapy, which is the most
significant breakthrough in cancer treatment in recent years.

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.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq. --
mmalzberg@mmpclaw.com -- at Mitnick & Malzberg P.C.

DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at
Wollmuth Maher & Deutsch LLP.


CHRIST HOSPITAL: Sale Protocol Okayed; Bids Due March 15
--------------------------------------------------------
The Bankruptcy Court has approved bidding procedures for the sale
of Christ Hospital.

Bids are due March 15.  The Debtor will hold an auction March 19
at 10:00 a.m. if multiple bids are received.  Regardless, the
Court will conduct a sale hearing on March 20 at 10:00 a.m.  Sale
objections are due March 16.

The Debtor will consult with the Official Committee of Unsecured
Creditors and Healthcare Finance Group, the Debtor's DIP lender,
in determining qualified bids.  Among other things, the Debtor
will require that bidders:

     -- reach an agreement with the Debtor's union, Health
        Professional and Allied Employees AFT/AFI-CIO, as to
        the Debtor's collective bargaining agreement;

     -- plan to continue the hospital's mission and service
        offerings; and

     -- enter into a binding commitment for capital expenditures
        to be undertaken post-Closing.

The sale will include so-called Designation Rights, which will
allow the successful bidder to instruct the Debtor to assume or
reject any or all of the Designated Contracts within 90 days from
the Closing, and then assign the assumed Designated Contracts to
the Successful Bidder.  Once the Successful Bidder selects what
Designated Contracts it wants the Debtor to assume, the Debtor
will provide additional notice of same to all of the
Counterparties to the Designated Contracts.

In early 2011, Christ Hospital retained Porzio, Bromberg & Newman,
P.C., to conduct an out-of-court restructuring of the Hospital's
debt. An "out of court" restructuring was deemed most desirable
since the spate of urban hospital bankruptcies in recent years has
resulted in tremendous costs and losses for employees, vendors,
patients, communities and the State of New Jersey.  Many hospitals
have closed in bankruptcy proceedings and the professional fees
that could otherwise have been used for stakeholders and for
medical care have been enormous.

In March 2011, the Hospital entered into discussions with the St.
Barnabas Healthcare System for the acquisition of the Hospital.
Similar discussions took place with a number of other suitors,
including Hudson Hospital Holdco, LLC, in July, 2011, until in
furtherance of the Hospital's restructuring efforts, the Hospital
entered into a Letter of Intent on Aug. 12, 2011, with Prime
Healthcare Services, Inc., followed by a Dec. 6, 2011 Asset
Purchase Agreement.  As of the date the Hospital executed the LOI,
it owed $130,000,000 to the Pension Benefit Guaranty Corporation
and the Internal Revenue Service on account of the Hospital's
severely underfunded defined benefit pension plan, $12,000,000 to
Bon Secours Health System, and $20,000,000 to its unsecured trade
vendors, for a total of $162,700,000, not counting employee
accruals and benefit claims.

With Prime's support, the Debtor resolved the Bon Secours claim of
$12,700,000 for $1,100,000 which was funded and paid on Sept. 1,
2011. The Debtor then settled the PBGC's claim for $10,500,000,
with the amount to be paid and releases exchanged at the closing
of the anticipated transaction with Prime.  Finally, Prime agreed
further to assume responsibility for all employee accrued vacation
pay and other accruals, valued at some $8,000,000, and for the
senior liens of certain tax sale certificate holders against the
Debtor's assets.

Following the Hospital's successes with Prime, Bon Secours, the
PBGC, and with respect to employee accruals, the Debtor proceeded
to address the final leg of the Hospital's creditor group, i.e.,
the Unsecured Creditors.  The Hospital invited the Unsecured
Creditors to form an unofficial committee, which they did.
Following a meeting of the Unofficial Committee in mid-January
2012, the Debtor received word that the Unofficial Committee,
which comprises some 70% to 80% in amount of the unsecured
creditor debt, was in support of the proposed transaction with
Prime and the $4.9 million creditor payment at closing, provided
that the Hospital did not permit the $20 million in unsecured
claims on the Hospital's balance sheet as of Sept. 30, 2011, to
grow.

However, as the Hospital, the Unofficial Committee, the State of
New Jersey, and Prime have all been keenly aware, the Hospital's
projections have included a $6.2 million shortfall through March
31, 2012, increasing to $7.4 million through June 30, 2012.  The
first quarter 2012 gap, the Hospital had projected, would be met
by $3.6 million in second quarter Charity Care advances being
distributed by the State in the first quarter, and hopefully,
although the Hospital had not yet received the commitment, another
$2.6 million from Prime.  The Hospital had been anticipating a
closing prior to March 31, 2012.

However, in late January, 2012, the Hospital received discouraging
news, including that the second quarter Charity Care advance would
not be forthcoming in the first quarter and that the State
approval process, which had been commenced by the Debtor and Prime
in September 2011, would not likely be completed until June.  As
to the Charity Care advance, this meant the $1.2 million the
Debtor had expected to fund its January 27 payroll would not be
received.

According to the Debtor, Prime interpreted this news (rightly or
wrongly) to mean that the State was simply not supporting the
Debtor's proposed transaction with Prime. Notwithstanding this
interpretation, Prime advanced the Hospital an additional $1
million on Jan. 26, 2012, which enabled the Hospital to meet its
Jan. 27 payroll.  However, following this advance, Prime withdrew
its bid and its concomitant continuing financial support for the
Debtor.

Prior to these developments with Prime, on Dec. 23, 2011, the
Debtor received an unsolicited offer to purchase its assets from
Hudson Holdco, an affiliate of the entity that had purchased both
Bayonne Medical Center and Hoboken University Medical Center out
of Bankruptcy Court.

On Jan. 20, 2012, the Debtor received another unsolicited offer to
purchase its assets this time from Community Healthcare
Associates, the entity that had purchased the Barnert Hospital out
of bankruptcy.  CHA's proposal was joined in by Jersey City
Medical Center/Liberty Health, who would become a tenant for a
portion of the Christ Hospital premises if CHA was selected as the
successful purchaser.

During the days preceding the Petition Date, Peter Kelly,
President and Chief Executive Officer of the Hospital, met with
representatives of both CHA (along with Jersey City Medical Center
representatives) and Hudson Holdco, and bankruptcy counsel had
numerous separate discussions as well about one of these two
bidders potentially financing the Hospital's ongoing operations
during this period of time.  It became clear through these
discussions that the Hospital had two prospective buyers with a
high level of interest in acquiring the Hospital; and their
proposals, as expressed in letters of intent, exceeded the value
of Prime's offer.

At a meeting with the Board of Trustees on Feb. 1, 2012, following
discussions with CHA on whether there was a method to execute a
purchase contract and stay out of bankruptcy, the Board voted
unanimously to file for Chapter 11 protection. In the Board's
view, filing for bankruptcy would likely result in the selection
of the best possible successor for the assets of the Hospital
because all prospective bidders and their bona fides would have to
be evaluated subject to the scrutiny of the Court, parties-in-
interest, and the State.  Moreover, the Board did not have to
align itself with one bidder in a future financing arrangement.

On Feb. 3, 2012, the Debtor retained Alvarez & Marsal as its
financial advisors.

Melanie Evans at ModernHealthcare.com reported that Prime offered
$35 million for the not-for-profit Christ Hospital.  Beth
Fitzgerald at NJSpotlight reported that CHA has made a tentative
proposal to buy Christ Hospital for $104 million.

The Debtor ultimately chose to seek Chapter 11 relief without a
strategic partnership at this time.

Given the complexity of the Debtor's case, its status as a not-
for-profit hospital in a highly regulated industry, the importance
of the healthcare it provides to the community, and the 1,400 jobs
at stake, the Debtor said it is important that the sales process
move as quickly as possible -- more quickly than is the case in
traditional chapter 11 asset sales.  In particular, with respect
to the Community Healthcare Asset's Protection Act, Attorney
General approval is required.  With respect to the Certificate of
Need Process, New Jersey Department of Health and Senior Services
approval is required.  The Debtor said selection of a highest and
best bid as expeditiously as possible will enable the State to
begin these processes, which could themselves be time consuming.

The Debtor's DIP Facility with HFG includes milestones that
require completion of the sale in March.

Meanwhile, there is a hearing on March 1 to consider final
approval of the Debtor's request to obtain postpetition financing
and use prepetition collateral.  The Final DIP hearing was
originally set for Feb. 27.

HFG has committed to provide up to $20 million in revolving loans
and up to $4 million in term loans.  HF-4 is the revolving lender
and HFG is the term lender.  HFG also acts as agent for the
Revolving Loan and the Term Loan.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Judge Morris Stern presides
over the case.  Lawyers at Porzio, Bromberg & Newman, P.C., serve
as the Debtor's counsel.

Christ Hospital, founded in 1872 by an Episcopalian priest, is a
367-bed acute care hospital located in Jersey City, New Jersey at
176 Palisade Avenue, serving the community of Hudson County.  The
Debtor is well-known for its broad range of services from primary
angioplasty for cardiac patients to intensity modulated radiation
therapy for those battling cancer.  Christ Hospital is the only
facility in Hudson County to offer IMRT therapy, which is the most
significant breakthrough in cancer treatment in recent years.

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.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq. --
mmalzberg@mmpclaw.com -- at Mitnick & Malzberg P.C.

DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq. --
PDeFillipo@wmd-law.com -- at Wollmuth Maher & Deutsch LLP.

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.


CHRIST HOSPITAL: Koenig Appointed as Patient Care Ombudsman
-----------------------------------------------------------
At the direction of the Bankruptcy Court, Roberta A. DeAngelis,
the United States Trustee for Region 3, appointed a patient care
ombudsman in the Chapter 11 case of Christ Hospital:

          Suzanne Koenig
          SAK MANAGEMENT SERVICES, LLC
          One Northfield Plaza, Suite 480
          Northfield, IL 60093
          Tel: (847) 446-8400
          Fax: (847) 446-8432

Christ Hospital's case has been designated a heath care business
case within the meaning of 11 U.S.C. Sec. 101 (27A).  The U.S.
Trustee sought the appointment of the patient care ombudsman to
monitor the quality of patient care and represent the interests of
patients.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Judge Morris Stern presides
over the case.  Lawyers at Porzio, Bromberg & Newman, P.C., serve
as the Debtor's counsel.

Christ Hospital, founded in 1872 by an Episcopalian priest, is a
367-bed acute care hospital located in Jersey City, New Jersey at
176 Palisade Avenue, serving the community of Hudson County.  The
Debtor is well-known for its broad range of services from primary
angioplasty for cardiac patients to intensity modulated radiation
therapy for those battling cancer.  Christ Hospital is the only
facility in Hudson County to offer IMRT therapy, which is the most
significant breakthrough in cancer treatment in recent years.

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.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq. --
mmalzberg@mmpclaw.com -- at Mitnick & Malzberg P.C.

DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq. --
PDeFillipo@wmd-law.com -- at Wollmuth Maher & Deutsch LLP.

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.


CHRIST HOSPITAL: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Christ Hospital filed with the Bankruptcy Court a list of
creditors holding the 20 largest unsecured claims against its
estate:

   Name of creditor           Nature of claim   Amount of Claim
   ----------------           ---------------   ---------------
MCKESSON INFORMATION          Trade Creditor       $2,217,089
SOLUTIONS
JEFFREY C. CAMPBELL
1 POST STREET
SAN FRANCISCO, CA 94104
Facsimile: (415) 983-7160

PUBLIC SERVICE ELEC           Trade Creditor       $1,428,693
& GAS CO 1018
SUZANNE KLAR, ESQ.
80 PARK PLAZA, T-5D
NEWARK, NJ 07102
Facsimile: (973) 645-1103

UMDNJ                         Trade Creditor       $1,178,309
LESTER ARON, ESQ.
65 BERGEN ST., SUITE 1218
NEWARK, NJ 07107-3001
Facsimile: (973) 972-1523

SODEXO INC                    Trade Creditor       $1,177,381
BRAD HAMMAN
283 CRANES ROOSE BLVD
SUITE 260
ALTAMONTE SPRINGS, FL 32701
Facsimile: (407) 260-2305

PRINCETON INSURANCE           Trade Creditor         $870,000
ANDREA C. KANEFSKY
746 ALEXANDER ROAD
PRINCETON, NJ 08540
Facsimile: (609) 734-8461

EMERGENCY MEDICAL             Trade Creditor         $849,166
ASSOCIATES
JANICE KLOSTERMETER
651 W. MT. PLEASANT AVENUE
LIVINGSTON, NJ 07039
Facsimile: (973) 740-9895

UMR                           Trade Creditor         $466,449
PRESIDENT
11 SCOTT ST.
WAUSAU, WI 54403-4808
Facsimile: (513) 619-3021

CBIZ-KA CONSULTING            Trade Creditor         $436,096
SERVICES INC.
SAM DONIO
50 MILLSTONE RD
CRANBURY, NJ 08512
Facsimile: (609) 918-0930

PHILIPS MEDICAL SYSTEMS       Trade Creditor         $432,460
RON WIRAHADIRAKSA
3000 MINUTEMAN RD.
ANDOVER, MA 01810-1099
Facsimile: (978) 689-8295

APOLLO HEALTH STREET          Trade Creditor         $409,020
ARNAB SEN
2 BRIGHTON RD., SUITE 300
CLIFTON, NJ 07012
Facsimile: (973) 860-0992

MEDASSETS NET REVENUE         Trade Creditor         $387,853
SYSTEMS, LLC
DANIEL MULLIGAN
1 ROUTE 17 SOUTH
SADDLE RIVER, NJ 07458
Facsimile: (201) 786-6406

MATRIX MEDICAL GROUP PC       Trade Creditor         $379,050
JOSEPH MATURO
C/O MANUEL BORJA MD
201 PALISADE AVENUE
JERSEY CITY, NJ 07306

JERSEY ELITE ANESTHESIA       Trade Creditor         $264,420
GROUP LLC
PRESIDENT
75 KEAN ROAD
SHORT HILLS, NJ 07078
Facsimile: (201) 943-8105

MICROSOFT                     Trade Creditor         $235,734

MEDCO                         Trade Creditor         $194,571

QUEST DIAGNOSTIC              Trade Creditor         $172,326

NJM INSURANCE CO.             Trade Creditor         $165,345

SIEMENS MEDICAL SOLUTIONS     Trade Creditor         $155,097

AETNA                         Trade Creditor         $138,403

AMERICAN PHYSICIANS SERVICES  Trade Creditor         $128,284

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Judge Morris Stern presides
over the case.  Lawyers at Porzio, Bromberg & Newman, P.C., serve
as the Debtor's counsel.

Christ Hospital, founded in 1872 by an Episcopalian priest, is a
367-bed acute care hospital located in Jersey City, New Jersey at
176 Palisade Avenue, serving the community of Hudson County.  The
Debtor is well-known for its broad range of services from primary
angioplasty for cardiac patients to intensity modulated radiation
therapy for those battling cancer.  Christ Hospital is the only
facility in Hudson County to offer IMRT therapy, which is the most
significant breakthrough in cancer treatment in recent years.

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.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq. --
mmalzberg@mmpclaw.com -- at Mitnick & Malzberg P.C.

DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq. --
PDeFillipo@wmd-law.com -- at Wollmuth Maher & Deutsch LLP.

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.


CLEAR PEAK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Clear Peak Energy, Inc.
        aka Wavenetworx, Inc.
        aka On Line Productions Services, Inc.
        10645 N. Tatum Blvd.
        Ste. 200-681
        Phoenix, AZ 85028

Bankruptcy Case No.: 12-03225

Chapter 11 Petition Date: February 22, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Richard William Hundley, Esq.
                  BERENS, KOZUB & KLOBERDANZ, PLC
                  7047 E Greenway Pkwy, #140
                  Scottsdale, AZ 85254
                  Tel: (480) 624-2777
                  Fax: (480) 607-2215
                  E-mail: rhundley@bkl-az.com

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

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

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

The petition was signed by Philip Polich, president.


CLEARWIRE CORP: Google Intends to Sell 29.4-Mil. Class A Shares
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Google Inc. disclosed that it plans to sell
29,411,765 shares of Class A common stock of Clearwire
Corporation.  Google Inc. periodically rebalances its investments
based on its goals and its evaluation of market conditions.

Google plans to sell all of the Class A Common Stock to Intel
Entities, Intel Capital, Intel Cayman, and Middlefield pursuant to
the Equityholders' Agreement.  If the Intel Entities, el al., do
not elect to purchase all of those shares within the specified
time period, Google will sell the Shares in one or more public
open market transactions on the NASDAQ Stock Market, which sales
will begin on or about Feb. 27, 2012.

As of Feb. 7, 2012, Sprint Nextel Corporation beneficially owns
627,945,914 shares of Class A common stock of Clearwire, which
represents 58.1% of the shares outstanding.

A full-text copy of the Schedule 13D/A is available at:

                        http://is.gd/vWSl2a

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss of $2.30 billion in 2010 and a
net loss of $1.25 billion in 2009.  The Company also reported a
net loss attributable to Clearwire Corporation of $480.48 million
for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $8.76
billion in total assets, $5.15 billion in total liabilities and
$3.61 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


COMPETITIVE TECHNOLOGIES: To Issue 180,000 Common Shares
--------------------------------------------------------
Competitive Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 relating to the registration of
180,000 shares of common stock issuable in lieu of directors'
fees, executive compensation and for legal services.  A full-text
copy of the filing is available at http://is.gd/C4W6Pg

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

As reported in the Troubled Company Reporter on Nov. 2, 2010,
Mayer Hoffman McCann CPAs, in New York, expressed substantial
doubt about Competitive Technologies' 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 at
July 31, 2010, the Company has incurred operating losses since
fiscal year 2006.

The Company reported a net loss of $1.84 million for the nine
months ended Sept. 30, 2011, compared with a net loss of $2.30
million for the nine months ended Oct. 31, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$5.95 million in total assets, $6.36 million in total liabilities,
all current, and a $409,428 total shareholders' deficit.


CONNAUGHT GROUP: Hires Fulbright & Jaworski as Chapter 11 Counsel
-----------------------------------------------------------------
The Connaught Group, Ltd., and its debtor-affiliates seek
permission from the Court to employ Fulbright & Jaworski L.L.P. to
act as their attorneys to file and prosecute their Chapter 11 case
and all related matters.

Fulbright has advised the Debtors regarding various restructuring
alternatives, including relating to its bankruptcy proceedings and
other possible strategic alternatives.  In September 2011,
Fulbright was retained by the Debtors to represent them with
respect to an anticipated capital raise. Fulbright was paid
$21,179.63 for such services.  Thereafter, when it became evident
that the Debtors would need financial restructuring and bankruptcy
counsel and advice, Fulbright's engagement was expanded.
Fulbright received a retainer for restructuring services of
$150,000 on Dec. 16, 2011.

David L. Barrack, Esq., a partner at Fulbright, and Paul Jacobs,
Esq., and Warren J. Nimetz, Esq., corporate practitioners and
Fulbright partners, will be working on the Debtors' cases.  Mr.
Barrack attests that Fulbright does not hold or represent any
interest adverse to the Debtors or their estates, and is a
"disinterested person" as that phrase is defined in Sec. 101(14)
of the Bankruptcy Code, as modified by Sec. 1107(b) of the
Bankruptcy Code.

Fulbright's hourly rates are:

         Partners            $505 - $955
         Counsel             $375 - $775
         Associates          $300 - $675
         Paralegals          $210 - $395

Fulbright is not a creditor of the Debtors.  Fulbright has been
paid a total of $879,515.39 through Feb. 8, 2012.  Fulbright has
applied its retainer to its fees and expenses incurred and unpaid
prior to the Petition Date.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing to be liquidated in eight outlet stores in
Canada.  Three of the Canadian stores are leased by The Connaught
Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.


CONNAUGHT GROUP: Taps Richter Consulting as Financial Advisors
--------------------------------------------------------------
The Connaught Group, Ltd., and its debtor-affiliates seek
Bankruptcy Court authority to employ Richter Consulting, Inc., as
financial advisors and consultant under the terms of an Engagement
Letter, dated March 24, 2010, as amended on Dec. 5 and 22.

On March 24, 2010, Richter was engaged to provide certain
financial advisory and consulting services to the Debtors.  Since
that time, Richter has developed a great deal of institutional
knowledge regarding the Debtors' operations, finance and systems.

Richter is part of the Richter Group, a full-service business
advisory firm, founded in 1926, with over 45 partners and 400
employees.  Based in Montreal and Chicago, Richter provides a full
range of consulting services delivered by a multidisciplinary
group of professionals.  Richter's services include business
assessment, financial reorganization, crisis management,
turnaround management, transaction advisory, business valuation,
insolvency consulting, forensic investigations and litigation
support.

The firm's tasks include providing assistance and advice to the
Debtors with respect to the identification of core business assets
and the disposition of assets or liquidation of unprofitable
operations as well as in the preparation of long term financial
projections and a business plan; and assistance regarding the
valuation of the present level of operations and identification of
areas of potential cost savings, including overhead and operating
expense reductions and efficiency improvements.

Andrew Adessky attests that Richter (i) has no connection with the
Debtors, its creditors or other parties in interest in this case,
(ii) does not hold any interest adverse to the Debtors' estates,
and (iii) is a "disinterested person" as defined within section
101(14) of the Bankruptcy Code.

Prior to the Petition Date, Richter received from the Debtors
payments for fees, expenses and fee and expense deposits of
$2,036,399 in the aggregate for pre-petition consulting services
(a significant portion of which was for services rendered in 2010)
as well as in connection with the chapter 11 cases and other
matters.  Richter has further received from the Debtors and holds
as of the Petition Date, "on account" cash in the amount of
$115,319.

Prior to the Petition Date, the Debtors paid Richter $1,148,827
(including $100,000 on account) for pre-petition consulting
services including expenses for the period between Feb. 1, 2011
and the Petition Date.  Additionally, the Debtors paid Richter
$822,424 for pre-petition consulting services for the period
between Nov. 1, 2011 and the petition date.  The Debtors have paid
Richter a $130,000 retainer fee of which $115,319 remains and will
be held and applied to the final post-filing billing.

The customary hourly rates charged by Richter professionals
anticipated to be assigned to the Debtors' cases are:

         Partner                    $575 - $675
         Principal/Vice President   $425 - $525
         Senior Associate           $375 - $425
         Associate                  $275 - $375

The Debtors have also agreed to reimburse necessary expenses.  The
Debtors also have agreed to indemnify the firm.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing to be liquidated in eight outlet stores in
Canada.  Three of the Canadian stores are leased by The Connaught
Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.


CONNAUGHT GROUP: Consensus Tapped as Investment Banker
------------------------------------------------------
The Connaught Group, Ltd., and its debtor-affiliates filed an
application with the Court to employ Consensus Advisory Services
LLC and Consensus Securities LLC as financial advisor, consultant
and investment banking firm.  Consensus will:

     -- advise and assist the Debtors in identifying or evaluating
        various strategic alternatives that may be available to
        the Debtors, including, without limitation, an investment
        in, or a sale of, its business or such other form of
        transaction;

     -- assist with the development, negotiation and
        implementation of financial transactions, including
        negotiating with creditors, stockholders and other parties
        in interest; and

     -- render other financial advisory and investment banking
        services as may be mutually agreed upon by the parties.

On Nov. 9, 2011, Consensus was engaged to provide financial
advisory, consulting and investment banking to the Debtors.

Consensus is a boutique investment banking and financial advisory
firm focusing exclusively on the retail and consumer products
industries.  Consensus focuses on complex transactions for
companies undergoing significant transformation of their business
models.

Consensus professionals have decades of relevant industry
experience representing and advising companies, entrepreneurs,
investors, creditors and lenders in financial and brand equity
transactions.

Michael A. O'Hara attests that Consensus has no connection with
the Debtors, its creditors or other parties in interest in the
case, (ii) does not hold any interest adverse to the Debtors'
estates, and (iii) is a "disinterested person" as defined within
section 101(14) of the Bankruptcy Code.

Consensus will be compensated in this manner:

     A. The Debtors will pay Consensus a monthly retainer of
$50,000 upon the monthly anniversary of the execution of the
Engagement Agreement until termination of the Engagement
Agreement.

     B. In the event the Debtors elect to enter into and
consummate a Capital Transaction in its sole discretion during the
term of Consensus's engagement, or if the Engagement Agreement is
terminated without cause by the Debtors within 12 months of the
termination of the Engagement Agreement and the Transaction
involves the Debtors and another party on a list with whom the
Debtors have had substantive discussions, (i) the Debtors will pay
to Consensus a fee equal to 5% of the gross consideration received
by the Debtors or (ii) in the event that the capital transaction
consists of a refinancing of the Debtors' existing bank
indebtedness, a fee of 5% of the amount financed in excess of the
existing commitment of the lenders under the Debtors' existing
bank agreements.

     C. In the event the Debtors elect to enter into and
consummate a Material Contractual Relationship Transaction in its
sole discretion during the term of Consensus's engagement
hereunder, or if the Engagement Agreement is terminated without
cause by the Debtors and within 12 months of the termination of
the Engagement Agreement and the Material Contractual Relationship
Transaction involves the Debtors and another party on the List
with whom the Debtors have had substantive discussions, the
Debtors will pay Consensus a fee equal to $200,000.

     D. If a sale or Sale Alternative occurs during the term of
Consensus's engagement hereunder, or if the Engagement Agreement
is terminated without cause by the Debtors, and within 12 months
of the termination of the Engagement Agreement the sale or Sale
Alternative occurs and it involves the Debtors and another party
on the List with whom the Debtors have had substantive
discussions, then the Debtors will pay Consensus a fee equal to
$300,000 plus 1.5% of the Purchase Price.

The Debtors will also indemnify the firm.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing to be liquidated in eight outlet stores in
Canada.  Three of the Canadian stores are leased by The Connaught
Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.


CONNAUGHT GROUP: Rejects 52nd St. Showroom, Canadian Store Leases
-----------------------------------------------------------------
The Connaught Group, Ltd., has filed its first omnibus motion to
reject unexpired leases of non-residential real property.  The
Debtors seek to reject as of Feb. 15, 2012, the lease at 16 E 52nd
Street, New York, where they rent seven floors for offices and a
showroom.  The monthly rent for 52nd Street is roughly $212,000
and represents a yearly cost for the Debtors of roughly $2.54
million.  The Lease associated with 52nd Street does not expire
until 2015.  The Debtor began vacating the leased premises at 52nd
Street prior to the Petition Date.

The Debtors believe that the 52nd Street Lease is above market and
more significantly, the Debtors have sufficient room at their
other Manhattan office to accommodate the workforce from 52nd
Street.  The Debtors operate their businesses from 16 locations
across the United States.

The Debtors also seek to reject leases for three stores in Canada
run by a non-debtor Canadian subsidiary, The Connaught Group ULC.
Following the Chapter 11 filing, a bankruptcy proceeding was
commenced for The Connaught Group ULC in Canada and thereafter the
unit ceased operations.  The Debtors said Connaught Group ULC has
accrued a large intercompany debt to the Debtors and has not been
profitable for several years.  The Connaught Group ULC began
vacating the Canadian Stores as of the Petition Date.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing to be liquidated in eight outlet stores in
Canada.  Three of the Canadian stores are leased by The Connaught
Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.


CONNAUGHT GROUP: To Sell Assets With No Stalking Horse Bidder Yet
-----------------------------------------------------------------
The Bankruptcy Court will hold a hearing March 1 at 10:00 a.m. to
consider approval of bidding procedures that will govern the sale
of The Connaught Group, Ltd. and its affiliates' assets.

The Debtors are seeking to sell their assets at an auction in
whole to a single bidder or in part to multiple bidders.  In
connection with the Sale, depending on the winning bidder or
bidders and the Assets sold, it may be necessary to assume and
assign certain related executory contracts and leases to the
winning bidder or bidders.

Prior to the Petition Date, the Debtors, with the assistance of
their advisors, analyzed a range of potential solutions to the
Debtors' liquidity issues.  As part of this analysis, the Debtors
investigated potential DIP Loan opportunities and selling their
assets through a liquidation agent.  The Debtors ultimately
determined that a sale of their businesses as a going concern by
selling substantially all of their assets is in the best interest
of all parties and will maximize value for the estates.

In light of the Debtors' unusual selling channel, which relies
upon an independent third-party sales force -- the Wardrobe
Consultants -- to sell its wares, the Debtors determined that the
value of its primary assets would best be optimized by identifying
a going concern buyer whose balance sheet could support the
Debtors' cost structure and who would embrace the Wardrobe
Consultants as a critical part of a going concern business.  The
Debtors and their advisors reasoned that such a buyer would
provide future opportunities for the Debtors' employees, vendors
and consultants, and would also enable the Debtors and their
estates to recover the value of their receivables and inventory in
the ordinary course instead of selling these assets at liquidation
value, which the Debtors and their advisors determined would be a
fraction thereof.

The Debtors and their advisors also realized that the value of
their primary asset, their inventory, would diminish materially if
it were not sold in the ordinary course through the Wardrobe
Consultants nearly immediately. Thus, the Debtors prioritized
going concern buyers who were willing and demonstrably able to
assist the Debtors in the maximization of the value of their
assets through a sale or other structured arrangement in very
short order.  The Debtors' marketing efforts, therefore, focused
primarily on parties believed to be both likely to be interested
in the assets and capable of moving very rapidly.

The Debtors' high-end women's clothing is very much a perishable
good. Debtors' clothing is most valuable during the four selling
seasons and being sold through the Debtors' Wardrobe Consultants.
Clothing that is unsold at the end of a selling season is
liquidated through one of the Debtors' outlet stores for only a
fraction of the potential sale price through Wardrobe Consultants.
Maintaining the Debtors' businesses as a going concern preserves
the relationships with the Wardrobe Consultants and the ordinary
and most profitable channels for sale and distribution of Debtors'
goods.  Sale of Debtors' assets through a liquidation agent or in
any way other than the ordinary distribution through Wardrobe
Consultants provides only cents on the dollar for Debtors'
clothing.

Consensus Securities LLC actively marketed the Debtors' assets to
such a targeted audience of likely buyers for sale in an effort to
find a transaction that would maximize the value of the Debtors'
estates for all stakeholders.  This marketing process included
communicating with various parties to gauge their potential
interest in purchasing some or all of the Debtors' assets.

The Debtors' advisors have contacted 75 potential purchasers, sent
form non-disclosure agreements to 29 parties, and entered into 21
NDAs.  Despite their efforts, the Debtors have yet been able to
reach an agreement with a potential purchaser to act as a stalking
horse purchaser for the sale of substantially all of their assets.

The Debtors maintain that an expeditious sale process can only
increase the value to the Debtors' creditors in addition to avoid
further deterioration of the Debtors' businesses, preserve trading
partners, and allow for the assumption and/or assignment of
certain executory contracts.  The Debtors said failure to sell the
business in an expedited timeframe dramatically reduces the value
of their businesses as a going concern by significantly and
potentially irrevocably damaging the Debtors' relationship with
its Wardrobe Consultants and substantially reducing the profits
from the 2012 summer and fall seasons.

The Debtors have proposed these timelines:

     March 22, 2012      Deadline for submitting bids

     March 26, 2012      Auction date

     March 28, 2012      Sale Hearing

The Debtors will reimburse a potential purchaser that agrees to be
the stalking horse purchaser for expense reimbursement not to
exceed $200,000.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing to be liquidated in eight outlet stores in
Canada.  Three of the Canadian stores are leased by The Connaught
Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.


CONQUEST PETROLEUM: Farms Out Kentucky Properties
-------------------------------------------------
Conquest Petroleum Incorporated has consummated an agreement with
a third party to farm-out wells and acreage contained on the
Company's 9,000-acre leasehold interests in Muhlenberg County,
Kentucky.

The Agreement calls for the assignment of the 27 existing well
bores on the 3000 acre Shearn Coal lease.  The Farmee will have
the right to workover any or all of these wells at its own cost
and expense.  Any wells not worked over will be plugged and
abandoned at the expense of the Farmee.  Conquest will maintain a
10% interest in any wells returned to production and will bear
absolutely no costs in restoration or operations.

Further, the Agreement calls for the Farmee to drill wells on the
Shearn Coal lease and the other leases comprising an additional
6000 acres. The first well must be spudded by July 1, 2012, and
the Farmee will be obligated to drill an additional well per
quarter or the term of the option will lapse.  The Farmee will
earn the well bore only for wells on the Shearn Coal lease; and,
will earn the lease on any of the other leases in the additional
acreage.  Conquest will maintain a 25% interest in any and all
wells drilled and completed and will bear absolutely no costs for
drilling, completing, equipping, and operating for any of the
wells.

Excluded from the Agreement is the New Albany Shale formation
which is the only formation of interest to the Company.  Should
the Company raise the funds to develop the New Albany Shale, it
will operate any well drilled and completed in that formation to
include a pipeline and surface equipment.

Robert D. Johnson, CEO, states that, "This Agreement allows the
Company to monetize acreage with existing wells that are currently
shut-in, obviate eventual plug and abandonment liability, and grow
assets through the drilling and completion of new wells at no cost
or expense to the Company.  The Company retains the New Albany
Shale which is the only asset in this area given a value by the
Company.  The Agreement represents a positive occurrence for both
parties."

                     About Conquest Petroleum

Spring, Tex.-based Conquest Petroleum Incorporated (OTC BB: CQPT)
-- http://www.conquestpetroleum.com/-- is an independent oil and
natural gas company engaged in the production, acquisition and
exploitation of oil and natural gas properties geographically
focused on the onshore United States.  The Company's areas of
operation include Louisiana and Kentucky.

The Company reported a net loss of $14.49 million in 2010 and a
net loss of $23.26 million in 2009.  The Company reported a net
loss of $4.77 million for the nine months ending Sept. 30, 2011.

The Company's balance sheet as of Sept. 30, 2011, showed
$1.99 million in total assets, $32.56 million in total
liabilities, and a $30.57 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, M&K CPAS, PLLC, in
Houston, Texas, noted that Conquest Petroleum has insufficient
working capital and reoccurring losses from operations, all of
which raises substantial doubt about its ability to continue as a
going concern.


CROSS BORDER: Red Mountain, Disgruntled, Wants 6 Add'l Directors
----------------------------------------------------------------
Red Mountain Resources, Inc., Black Rock Capital, Inc., Alan W.
Barksdale, Paul N. Vassilakos, Richard Y. Roberts, Lynden B. Rose,
Randell K. Ford and William F. Miller, III, on Feb. 21, 2012,
filed with the Securities and Exchange Commission a preliminary
consent solicitation statement in connection with their
anticipated solicitation of written consents from the stockholders
of Cross Border Resources, Inc., to consent to the following
actions without a stockholders' meeting, as authorized by Section
78.320 of the Nevada Revised Statutes:

   * Amend Article IV, Section 15 of Issuer's Bylaws to provide
     that stockholders have the ability to fix the size of the
     Issuer's Board of Directors and to increase the size of the
     Board to eleven directors;

   * Amend Article IV, Section 18 of the Bylaws to allow newly
     created directorships resulting from an increase in the size
     of the Board to be filled by a vote of the stockholders;

   * Subject to approval of the above actions, elect each of Alan
     W. Barksdale, Paul N. Vassilakos, Richard Y. Roberts, Lynden
     B. Rose, Randell K. Ford and William F. Miller, III, to serve
     as a director of the Issuer;

   * Repeal the amendments to the Bylaws adopted by the Board on
     Nov. 14, 2011 which added Article XIII - Acquisition of a
     Controlling Interest; and

   * Remove the power of the Board to amend the Bylaws prior to
     the next annual meeting of stockholders and repeal any
     provision of the Bylaws adopted by the Board in effect at the
     time this proposal becomes effective that was not included in
     the Bylaws as of Feb. 21, 2012.

The Group is seeking to add six independent directors to the
Issuer's Board because it does not believe the current Board is
acting in the best interests of the Company's stockholders and
that new independent directors are necessary in order to enhance
stockholder value.  The Group believes the approval of the actions
will provide the Issuer with qualified and committed directors
who, in accordance with their respective fiduciary duties as
directors, will provide proper oversight and direct management to
take decisive steps to maximizing stockholder value.

Red Mountain and its affiliates disclosed that, as of Feb. 21,
2012, they beneficially own 6,973,589 shares of common stock of
Cross Border Resources, Inc., which represents 38.1% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/VY5dXv

                    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.


CROWN MEDIA: Posts $29.8 Million Net Income in Fourth Quarter
-------------------------------------------------------------
Crown Media Holdings, Inc., reported net income of $29.87 million
on $99.56 million of total revenue for the three months ended
Dec. 31, 2011, compared with net income of $29.46 million on
$90.66 million of total revenue for the same period during the
prior year.

The Company reported net income of $318.98 million on
$323.36 million of total revenue for the year ended Dec. 31, 2011,
compared with net income of $24.08 million on $287.27 million of
total revenue a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $958.46
million in total assets, $714.97 million in total liabilities and
$243.49 million total stockholders' equity.

"Our fourth quarter and holiday season continues to be a source of
strength and interest to advertisers for Hallmark Channel and
Hallmark Movie Channel," said Bill Abbott, President and CEO of
Crown Media Family Networks.  "Advertising sales revenue from our
highly sought after seasonal programming directly contributed to
our EBITDA growth.  Hallmark Movie Channel has experienced
significant gains in distribution, recently surpassing the 45
million subscriber milestone, in addition to increased carriage
interest from non-affiliates.  We are pleased with our results
from the quarter and the year, and are pursuing strategic
initiatives that will continue to resonate with our viewers,
advertisers and distributors."

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

                        http://is.gd/LXPUGY

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

                          Going Concern

KPMG LLP, in Denver, the Company's independent registered public
accounting firm, rendered a going concern opinion in connection
with the financial statements included in the Company's annual
report on form 10-k for the year ended Dec. 31, 2009.  The
independent auditors noted of the Company's significant short-term
debt obligations.

KPMG LLP, however, did not issue a going concern opinion in its
report on the Company's 2010 financial statements.

                           *     *     *

As reported by the TCR on July 25, 2011, Standard & Poor's Ratings
Services assigned Studio City, Calif.-based cable network company
Crown Media Holdings Inc. its 'B' corporate credit rating.  The
outlook is stable.

"The stable rating outlook reflects our expectation that the
company could reduce its lease-adjusted leverage over the
intermediate term through EBITDA growth and modest debt repayment,
barring any unforeseen events," S&P said.


CRYOPORT INC: $5-Mil. Raised in Private Placement of 9.1MM Shares
-----------------------------------------------------------------
CryoPort, Inc., has closed a private placement with various
accredited investors for gross proceeds of $5.0 million.  The
Company obtained agreements to purchase 9,119,100 shares of common
stock at $0.55 per share.  For each share of common stock
purchased, investors will receive a warrant to purchase one share
of common stock at an exercise price of $0.69 per share, pursuant
to a Securities Purchase Agreement.

The Company intends to use the proceeds of the private placement
for working capital purposes.

Craig-Hallum Capital Group LLC served as the Company's placement
agent for the transaction and Emergent Financial Group, Inc. as
co-placement agent.

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

                        http://is.gd/Z88mnW

                         About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's fiscal 2009 results.  The firm noted that the
Company has incurred recurring losses and negative cash flows from
operations since inception.

The Company reported a net loss of $6.16 million on $378,718 of
net revenues for the nine months ended Dec. 31, 2011, compared
with a net loss of $4.29 million on $375,438 of net revenues for
the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $4.22 million
in total assets, $3.60 million in total liabilities and $620,873
in total stockholders' equity.


CSX CORP: Moody's Assigns Rating to New $300-Mil. Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to CSX
Corporation's ('CSX') new $300 senior notes due 2043.  The
company's other ratings are unaffected by the assignment.  The
ratings outlook is positive

Moody's has just updated the credit opinion for CSX Please see the
issuer page on Moody.com for the most current publication. Moody's
current ratings for CSX are:

Moody's current ratings on CSX and its affiliates are:

Long Term Issuer Rating of Baa3

Senior Unsecured domestic currency ratings of Baa3

Senior Unsecured MTN Program domestic currency ratings of (P)Baa3

Senior Unsecured Shelf domestic currency ratings of (P)Baa3

Subordinate Shelf domestic currency ratings of (P)Ba1

Preferred Shelf domestic currency ratings of (P)Ba1/(P)Ba2

Preferred Shelf -- PS2 domestic currency ratings of (P)Ba2

CSX Transportation, Inc.:

Equipment Trust domestic currency ratings of A2

Senior Secured domestic currency ratings of A2

Senior Unsecured domestic currency ratings of Baa3

BACKED Senior Secured domestic currency ratings of A2

CSX Capital Trust I:

BACKED Preferred Shelf domestic currency ratings of (P)Ba1

RATINGS RATIONALE

CSX's Baa3 Senior Unsecured rating reflects the company's status
as a large Class I railroad operator with a strong position in the
eastern U.S. railroad market, its impressive record of improving
margins through the industry cycle, and expectations for service
levels that should support yields, margins, and returns in the
future. The ratings also take into account CSX's solid liquidity
profile, which will be important to support the sizeable capital
spending levels that are required to sustain a strong service
offering. However, the ratings also consider the company's
substantial debt levels, and resulting credit metrics that lag
many higher-rated Class I railroads. CSX is expected to utilize
free cash flow for share repurchases, although the program has
moderated in comparison to prior practices. The positive rating
outlook considers the potential for a higher rating within the
next twelve months if operating performance continues to improve
and share repurchases are maintained largely within CSX's free
cash flow generation.

The ratings also consider the diverse range of freight groups that
CSX services. This should allow for slow but stable revenue growth
over the near term despite expectations for continued weakness in
housing-related freight and slow volume growth in the company's
large and profitable coal franchise.

The principal methodology used in rating CSX was the Global
Freight Railroad Industry Methodology published in March 2009.

CSX Corporation (CSX) operates the largest freight railroad in the
eastern US, with 21,000 route miles and service to 23 states, the
District of Columbia, Quebec and Ontario.


CYBERDEFENDER CORP: Meeting to Form Creditors' Panel on March 6
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 6, 12, 2012, at 10:00 a.m.
in the bankruptcy case of CyberDefender Corporation.  The meeting
will be held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 5209
   Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtor's case.

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

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

                        About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market.  The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.

The Company reported a net loss of $17.58 million on $39.88
million of total net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $31.21 million on $31.93 million
of total net revenue for the same period a year ago.

In regulatory filings, the Company disclosed $7.96 million in
total assets, $42.54 million in total liabilities, and a $34.58
million total stockholders' deficit, as of Sept. 30, 2011.

CyberDefender Corporation filed for Chapter 11 protection (Bankr.
D. Del. Case No. 12-10633) on Feb. 23, 2012.

The Company, which estimated up to $10 million in assets and up to
$50 million in liabilities as of the Chapter 11 filing,
concurrently announced that it has entered into an asset purchase
agreement with GR Match, an affiliate of Guthy-Renker, to sell
substantially all of its assets to GR Match.

GR Match has committed to provide up to $4.6 million in debtor-in-
possession financing.

XRoads Solutions Group, LLC serves as financial advisor to the
Company and Pachulski Stang Ziehl & Jones LLP (James E. O'Neill)
serves as bankruptcy counsel.


DCS BUSINESS: Moody's Assigns '(P)B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 Corporate Family Rating
(CFR), a B3 Probability of Default Rating and a (P)B2 rating to a
proposed $120 million senior secured credit facility of DCS
Business Services, Inc. (DCS), a wholly owned subsidiary of
Performant Financial Corporation (Performant). This is a first
time rating for either company and is based on a proposed new
financing for DCS. The ratings outlook is stable.

RATINGS RATIONALE

The (P)B2 CFR reflects DCS's modest revenue size of about $163
million, despite revenue growth of 32% in 2011. The ratings are
constrained by risks related to such rapid growth, significant
customer concentration, and an evolving landscape in the student
loan guaranty industry that could result in changes to contract
volumes or pricing mechanisms over time. Nonetheless, DCS does
have long-standing relationships with most of its clients and
reportedly maintains leading market positions within the student
loan recovery and Medicare audit niche markets. Initial financial
leverage (debt/EBITDA) will be about 3 times using Moody's
standard adjustments, relatively low for the B2 rating category.
However, financial flexibility will be limited due to near-term
working capital needs and high amortization on the proposed term
loan A. Liquidity is expected to be supplemented by at least $10
million of cash on hand post-transaction and an undrawn $10
million revolver.

The stable outlook reflects Moody's expectation that DCS will
continue to grow revenue through higher volumes, while maintaining
stable margins. The ratings could be upgraded over time if DCS
sustains steady revenue and EBITDA growth and maintains a good
liquidity profile. Free cash flow (after term loan amortization)
to debt would need to be maintained above 10% for an upgrade.
Conversely, the ratings could be downgraded if liquidity
deteriorates or if Moody's anticipates that DCS will experience a
decline in revenue or operating results following an inability to
renew key contracts or any significant adjustments in contract
volumes or pricing. Specifically, financial leverage (debt/EBITDA)
and free cash flow to debt sustained above 4.5 times and below 5%,
respectively, could pressure the ratings down.

Moody's assigned these prospective ratings (assessments):

Corporate Family Rating, (P)B2

Probability of Default Rating, B3

$10 million first lien revolving credit facility due 2017, (P)B2
(LGD 3, 34%)

$40 million first lien term loan A due 2017, (P)B2 (LGD 3, 34%)

$70 million first lien term loan B due 2018, (P)B2 (LGD 3, 34%)

Proceeds from the new $110 million in term loans along with $10
million in cash on the balance sheet are expected to be used to
refinance existing indebtedness, redeem about $8 million in
preferred stock, and pay fees and expenses. The proposed credit
facility contains an option to increase the term loan B by an
incremental $75 million to redeem remaining preferred stock and
pay a dividend of up to $20 million to common shareholders. In
applying Moody's standard adjustments to the financial statements,
the preferred shares have been allocated 75% debt/25% equity
treatment.

Moody's ratings are prospective and will be converted upon closing
of the transaction and Moody's review of final documentation.
Moody's does not rate Performant's existing debt instruments.

The principal methodology used in rating DCS Business Services was
the Global Business & Consumer Service Industry Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Performant is majority-owned by Parthenon Capital Partners and
members of management. The company is a leading provider of audit
and recovery services for organizations in the public and private
sectors. Performant derived about 80% of its 2011 revenues from
the recovery and restructuring of student loans.


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 57.20 cents-on-
the-dollar during the week ended Friday, Feb. 24, 2012, an
increase of 0.24 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 149 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.


DIPPIN' DOTS: Stockwell & Smedley OK'd for Patent Application
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
authorized Dippin' Dots Inc. to employ Todd E. Stockwell, Esq. of
Stockwell & Smedley, Attorney at Law, as special counsel to assist
in the patent application process.

Mr. Stockwell, founding partner of Stockwell & Smedley, attests
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                     About Dippin' Dots Inc.

Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc.
manufactures quirky and colorful ice cream beads, which are flash
frozen using liquid nitrogen.  It owns a 120,000-square-foot plant
in Kentucky that can produce more than 25,000 gallons of frozen
dots a day.  It has about 140 Dippin' Dots retail locations, which
are mostly controlled by franchisees, and agreements with 9,952
small vendors who sell the ice cream at fairs, festivals and
sports games.  Dippin' Dots isn't sold in grocery stores because
of its extreme cooling requirements.

Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No.
11-51077) on Nov. 3, 2011 in Paducah, Kentucky.  Judge Thomas H.
Fulton presides over the case.  Farmer & Wright, PLLC, represents
the Debtor as Chapter 11 counsel.  The Debtor disclosed
$20,233,130 in assets and up to $20,233,130 in debts.  The
petition was signed by Curt Jones, president.

Regions Bank, the Debtor's secured lender, is represented by Brian
H. Meldrum, Esq., at Stites & Harbison PLLC.


DIWAN, LLC: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Diwan, L.L.C.
        dba Gas America
        dba Citgo Mart Stop #2
        fka Clark Station
        dba Citgo Gas & Car Wash
        3527 Spring Street
        Davenport, IA 52807

Bankruptcy Case No.: 12-00424

Chapter 11 Petition Date: February 22, 2012

Court: United States Bankruptcy Court
       Southern District of Iowa (Davenport)

Judge: Anita L. Shodeen

Debtor's Counsel: Dale G. Haake, Esq.
                  KATZ, HUNTOON & FIEWEGER, P.C.
                  1000 36th Ave.
                  P.O. Box 950
                  Moline, IL 61266-0950
                  Tel: (309) 797-3000
                  Fax: (309) 797-3330
                  E-mail: dhaake@katzlawfirm.com

Scheduled Assets: $941,092

Scheduled Liabilities: $1,532,409

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/iasb12-00424.pdf

The petition was signed by Ranbir Thakur, member.


DUNE ENERGY: TPG Funds, et al., to Sell 24.5-Mil. Common Shares
---------------------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the
resale of up to 24,579,997 shares of common stock, par value
$0.001 per share, of the Company.  The common stock may be offered
for sale from time to time by West Face Long Term Opportunities
Global Opportunities Global Master L.P., TPG Funds, High Ridge
Ltd, et al.

The proposed maximum aggregate offering price is $83.81 million.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "DUNR."  On Feb. 23, 2012, the closing price of
the Company's common stock on the bulletin board was $3.50.

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

                        http://is.gd/a38GTq

                         About Dune Energy

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

The Company reported a net loss of $75.53 million in 2010 and a
net loss of $59.13 million in 2009.

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

                           *     *     *

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

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

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


EASTMAN KODAK: Wins Nod for Groom as Employee Benefits Counsel
--------------------------------------------------------------
Eastman Kodak Co. obtained a court order approving the hiring of
Groom Law Group, Chartered, as the company's "special employee
benefits" counsel.

Groom will also advise the Debtors on contingency planning options
with respect to employee benefits issue that may arise throughout
the Debtors' Chapter 11 cases.

Lonie A. Hassel, Esq., a principal at Groom Law, will be the
primary attorney responsible for the services rendered to the
Debtors.  Ms. Hassel's billing rate is $775 per hour.  Other Groom
Law attorneys may assist Ms. Hassel in her representation of the
Debtors.  The rates charged by other Groom Law attorneys range
from $305 to $875 per hour.  Groom Law will also be paid for all
necessary out-of-pocket expenses.

Ms. Hassel tells the Court that Groom Law is not being employed to
administer the Debtors' bankruptcy cases and will not represent
the Debtors before the Court.  The firm, she says, will not be
responsible for obtaining confirmation of any plan of
reorganization or appearances before the Court and will review
pleadings in the Court only where specifically related to non-
bankruptcy matters on which the firm is engaged.

Ms. Hassel assures the Court that her firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

                       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: Wins Nod for KCC as Claims & Noticing Agent
----------------------------------------------------------
Eastman Kodak Co. and its affiliates sought and obtained
permission from the Bankruptcy Court to hire Kurtzman Carson
Consultants LLC as claims and noticing agent in their Chapter 11
cases nunc pro tunc to the Petition Date pursuant to Section
156(c) of Judiciary and Judicial Procedures Code.

KCC is authorized and directed to perform noticing services.
Required notices and documents in the Debtors' cases include (i)
notice of the commencement of the chapter 11 cases and the initial
meeting of creditors under Section 341(a) of the Bankruptcy Code,
(ii) notice of any claims bar date, (iii) notices of transfers of
claims, (iv) notices of objections to claims and objections to
transfers of claims, (v) notices of any hearings on a disclosure
statement and confirmation of the Debtors' plan or plans of
reorganization, including under 3017(d) of the Federal Rules of
Bankruptcy Procedure, (vi) notice of the effective date of  any
plan and (vii) all other notices, orders, pleadings, publications
and other documents as the Debtors or Court may deem necessary.

KCC is tasked to maintain an official copy of the Debtors'
schedules of assets and liabilities and statement of financial
affairs.

The Claims and Noticing Agent is also authorized to receive,
maintain, record and otherwise administer the proofs of claim
filed in the Debtors' cases and all related tasks.

KCC will serve as the custodian of court records and will be
designated as the authorized repository of all proofs of claim
filed in the Debtors' cases; and is authorized to maintain
official claim registers for each of the Debtors and to provide
the Clerk with a certified duplicate of it upon the Clerk's
request.

KCC is also authorized and directed to obtain a post office box or
address for the receipt of proofs of claim.  The Claims and
Noticing Agent is authorized to take other action to comply with
all its duties.

The Debtors will pay for KCC's services, expenses and supplies at
the rates or prices set by KCC.  The fees and expenses of KCC will
be treated as administrative expenses of the Debtors' estates and
will be paid in the ordinary course of business.

The Debtors provided KCC with a $25,000 retainer before the
Petition Date.  KCC may apply retainer to all prepetition invoices
and thereafter may hold the remaining retainer during the
bankruptcy cases as security for the payment of fees and expenses
it incurred, the Court ruled.

KCC Vice President for Corporate Restructuring Services Albert
Kass assures the Court that his firm neither holds nor represents
any interest materially adverse to the Debtors' estates in
connection with any matter on which it would be employed.  KCC is
a "disinterested person" as defined under Section 101(14) of the
Bankruptcy Code, he maintains.

                       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: Discloses $20-Mil. Charge on Camera Biz. Exit
------------------------------------------------------------
Eastman Kodak Co. disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that approximately $20 million
of the charges connected with its plan to exit its capture devices
business will require cash expenditures.

On February 9, 2012, Eastman Kodak announced a plan to exit its
dedicated capture devices business consisting of digital cameras,
pocket video cameras and digital picture frames.  This decision is
the result of the company's ongoing strategic review process and
commitment to drive sustainable profitability through its most
valuable business lines.  The company expects to complete the exit
of its capture devices business in the first half of 2012.

As a result of the exit from this business, Eastman Kodak expects
to incur charges related to separation benefits of approximately
$30 million.  The company estimates that approximately $20 million
of these charges will require cash expenditures and that the
remainder will be provided in the form of special termination
benefits from the company's defined benefit pension plans.  As of
the date of this filing, the company is not able to determine all
other estimated costs and expenditures relating to the exit of the
business.

                       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).


ENERGY CONVERSION: Seeks Court Approval to Sell Solar Business
--------------------------------------------------------------
BankruptcyData.com reports that Energy Conversion Devices filed
with the U.S. Bankruptcy Court a motion for an order (a)
establishing bidding procedures related to the sale of the stock
or assets of the Debtors' solar business unit; (b) authorizing the
Debtors to enter into a stalking horse agreement; (c) approving
break-up fee and expense reimbursement related to the sale and (d)
scheduling a hearing to consider the proposed sale.

The Debtors propose an April 17, 2012 bid deadline.

                      About Energy Conversion Devices

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

Energy Conversion Devices filed for Chapter 11 relief (Bankr. E.D.
Mich. Case No. 12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker
presides over the case.  Aaron M. Silver, Esq., Judy B. Calton,
Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz &
Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel.
The Debtor Listed assets and debts of between $100 million and
$500 million as of the petition date.

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

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169.


ENERGY FUTURE: Prices Offering of $350 Million Senior Notes
-----------------------------------------------------------
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc., both wholly-owned subsidiaries of Energy Future Holdings
Corp., announced that they have priced a private offering of $350
million principal amount of additional 11.750% Senior Secured
Second Lien Notes due 2022.

The Additional Notes are being offered as additional notes under
the Indenture, dated as of April 25, 2011, as supplemented by the
first supplemental indenture, dated as of Feb. 6, 2012, and the
second supplemental indenture, to be dated as of the closing date,
among the Issuers and The Bank of New York Mellon Trust Company,
N.A., as trustee, pursuant to which the Issuers previously issued
$800 million aggregate principal amount of 11.750% Senior Secured
Second Lien Notes due 2022.  The Additional Notes will have
identical terms, other than the issue date and issue price, and
will constitute part of the same series as the Initial Notes.  The
offering is expected to close on or about Feb. 28, 2012, subject
to customary closing conditions.  The Issuers intend to use the
net proceeds from the offering to pay a dividend of $300 million
to EFH Corp., which will use the proceeds of the dividend to repay
a portion of the demand notes payable by EFH Corp. to its wholly-
owned subsidiary Texas Competitive Electric Holdings Company LLC
that have arisen from cash loaned by TCEH to EFH Corp.  The
Issuers will use the remaining net proceeds for general corporate
purposes, which may include dividends to EFH Corp.

                        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 reported a net loss of $1.91 billion in 2011 and a
net loss of $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities and a
$7.75 billion total deficit.

                           *     *     *

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.


ENERGY TRANSFER: Moody's Rates Proposed Term Loan at 'Ba2'
----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Energy Transfer
Equity, L.P.'s (ETE) proposed senior secured term loan of up to
$2.3 billion; the ratings are on review for downgrade. ETE plans
to use the term loan proceeds to fund in part the cash portion of
its pending acquisition of Southern Union Company (SUG, Baa3
negative). Moody's notes that upon the closing of the term loan,
in accordance with the terms of its Indenture, ETE's $1.8 billion
senior unsecured notes due 2020 will become ratably secured with
the new senior secured term loan. The Ba1 Corporate Family Rating
(CFR) and the Ba2 senior note rating remain on review for
downgrade.

RATINGS RATIONALE

"ETE's proposed term loan in conjunction with the issuance of up
to $2.9 billion of new ETE common units will comprise the net
financing required for the funding of ETE's acquisition of SUG,"
commented Andrew Brooks, Moody's Vice President. "This transaction
will increase ETE's consolidated and stand-alone leverage and
impose execution and integration risk across an increasingly
complex organizational structure, which is the basis for Moody's
review for downgrade of ETE's ratings."

On June 16, 2011 Moody's placed ETE's ratings on review for
downgrade in response to ETE's announcement that it had reached an
agreement to merge with SUG in a transaction valued at $9.4
billion (including SUG debt). SUG shareholders voted to approve
the merger on December 9, 2011, with the transaction expected to
close in 2012's first quarter. The merger agreement provides for
ETE to fund up to 60% of the purchase price in cash (approximately
$3.4 billion) with the balance (not less than 50%) to be funded
with newly issued ETE common units. ETE had obtained a $3.7
billion 364-day acquisition facility from its banks to fund the
cash portion of the acquisition. The proposed term loan together
with the net proceeds of the planned drop-down of SUG's 50%
interest in Citrus Corp, which owns the Florida Gas Transmission
pipeline system (Baa2 stable), will provide for permanent
financing, replacing the 364-day acquisition facility.

Moody's expects to resolve ETE's review for downgrade following
the closing of the SUG acquisition. Moody's has previously noted
if ETE's CFR is lowered, the downgrade would likely be limited to
one notch, to Ba2. Moody's review will focus on ETE's consolidated
and stand-alone debt leverage, announced and potential future
asset drop-downs, the adequacy of the combined distributions from
its subsidiaries to support ETE's debt service and distributions,
and the execution and integration risks inherent in absorbing
operations of SUG's scale, whose assets at year-end 2011 totaled
$8.2 billion. While the extent of the ETE family's increased
structural complexity will also be a focus of the review, the
increased scale and scope of the combined entities asset base and
operating footprint, together with opportunities to achieve
operating efficiencies through the merger, are likely to be viewed
as positive aspects of the transaction.

A sustained increase in ETE's consolidated debt leverage, which
Moody's sees approximating 6x, would likely prompt a ratings
downgrade. An increase in the combined business risk profile of
ETE, or high asset drop-down multiples and related financings
which compromise distributions to ETE, could also prompt a ratings
downgrade. Given the review for downgrade, it is unlikely that
Moody's will upgrade the rating in the near future.

The principal methodology used in rating ETE was the Global
Midstream Energy 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.


ENERGY TRANSFER: S&P Puts BB- Corp. Credit Rating on Watch Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Energy
Transfer Equity L.P. (ETE), including the 'BB-' corporate credit
rating, on CreditWatch with positive implications. "At the same
time, we revised the recovery rating on the 'BB-' senior notes to
'3' from '4', which indicates our expectation of meaningful (50%-
70%) recovery in the event of a payment default. We also assigned
a preliminary 'BB-' rating and a preliminary '3' recovery rating
to the pending term loan as it will be pari passu with the
existing senior notes; we placed these ratings on CreditWatch with
positive implications," S&P said.

"The CreditWatch with positive implications reflects the potential
that we will either affirm our 'BB-' corporate credit rating on
ETE or raise it to 'BB'," said Standard & Poor's credit analyst
William Ferara. "In our view, ETE's proposed funding plan to
purchase Southern Union Co. (SUG) could result in better financial
metrics than we previously expected. Key to our ratings decision
will be the ultimate funding mix of the SUG acquisition and its
impact on credit ratios. We would raise the rating if we expect
the company's stand-alone debt to EBITDA to be below 3.5x and
systemwide debt to EBITDA to be about 5.5x in the near term. We
have taken into consideration the expected completion of the
Citrus sale (which ETE will sell to ETP because it is owned
by SUG) to ETP in our analysis, which we believe eliminates
execution risk of this transaction and limits ETE's incremental
indebtedness related to the SUG acquisition. ETP, however, is
experiencing some credit pressure and is the primary generator of
ETE's cash flows. We are not assuming any additional sales of
SUG's assets in our analysis. We expect to resolve the CreditWatch
listing in mid- to late-March, roughly the anticipated time that
the SUG acquisition is expected to be completed."

"We expect to resolve the CreditWatch listing on ETE in mid-to-
late March, roughly the time that the SUG acquisition is expected
to be completed. We could either affirm our 'BB-' corporate credit
rating on ETE or raise it by one notch to 'BB'. We would raise the
rating if stand-alone debt to EBITDA stays below 3.5x and we
expect systemwide debt to EBITDA of about 5.5x in the near term,"
S&P said.


ENERGY TRANSFER: S&P May Affirm 'BB' Rating After SU Merger
-----------------------------------------------------------
Standard & Poor's Ratings Services stated that its ratings on
Southern Union Co. and operating subsidiary Panhandle Eastern Pipe
Line Company L.P., including the 'BBB-' corporate credit ratings,
remain on CreditWatch with negative implications. The ratings were
originally placed on CreditWatch with developing implications on
July 20, 2011; the CreditWatch implications were revised to
negative on Nov. 15, 2011.

"The CreditWatch update follows U.S. midstream master limited
partnership Energy Transfer Equity L.P.'s (ETE) (BB-/Watch Pos/--)
proposed funding plan to acquire Southern Union Co. and its
operating subsidiary, Panhandle Eastern Pipe Line L.P., which
could result in better financial metrics for ETE than we
previously expected. The CreditWatch implications for Southern
Union are based on Southern Union's pending merger with lower-
rated acquirer ETE," said Standard & Poor's credit analyst Michael
Grande.

"When the merger with Southern Union is complete, we will either
affirm our 'BB-' corporate credit rating on ETE or raise it to
'BB'. We have allowed for a certain level of ratings separation
between Southern Union and ETE based on the new corporate
structure and some structural features that we anticipate ETE may
put in place. However, because Southern Union will be a wholly
owned subsidiary of ETE and because ETE's management will exert
significant control over Southern Union, such separation could be
limited at most to two notches," S&P said.

"We expect to resolve the CreditWatch listing on Southern Union
when ETE completes its acquisition of the company, which will
likely occur before the end of March 2012. We have allowed for a
certain level of ratings separation between Southern Union and ETE
based on the new corporate structure and some structural features
that we anticipate ETE may put in place. However, we will limit
such separation to at most two notches because Southern Union will
be a wholly owned subsidiary of ETE and ETE's management will
exert significant control over Southern Union's financial
policies.  If we affirm our 'BB-' corporate credit rating on ETE,
we will likely lower our ratings on Southern Union," S&P said.


EVERGREEN INT'L: Moody's Cuts Corporate Family Rating to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service lowered its ratings of Evergreen
International Aviation, Inc.: Corporate Family and Probability of
Default ratings to Caa2 from B3, senior secured first lien to B3
from B2 and senior secured second lien to Caa3 from Caa1. The
outlook is stable.

Issuer: Evergreen International Aviation, Inc.

   Downgrades:

   -- Probability of Default Rating, Downgraded to Caa2 from B3

   -- Corporate Family Rating, Downgraded to Caa2 from B3

   -- Senior Secured Bank Credit Facility, Downgraded to a range
      of Caa3 to B3 from a range of Caa1 to B2:

   LGD Assessments

   -- Senior Secured Bank Credit Facility, to LGD 2, 28% from
      LGD3, 33% and to LGD5, 72% from LGD5, 78%

RATINGS RATIONALE

The ratings downgrades reflect the increasing pressure on
Evergreen's liquidity brought on by the greater than expected
decline in demand for international commercial air freight as well
as for cargoes from the U.S. Department of Defense's Air Mobility
Command ("AMC"). Weaker than anticipated demand from the customer
base of the company's airline operation has reduced earnings and
cash flows and consumed the majority of the modest cash cushion
the company had garnered upon completing its refinancing in June
2011.

The stable outlook considers that the growth in demand for air
freight, from both commercial channels and the AMC, is likely to
remain tepid, limiting a sizeable positive inflection in free cash
flow that would sufficiently strengthen Evergreen's liquidity.

The Caa2 Corporate Family rating reflects the increased risk
stemming from a weaker business outlook and the company's weakened
liquidity position. While Evergreen successfully refinanced its
bank facilities in 2011, operating performance has lagged
expectations and the company could face challenges in maintaining
compliance with financial covenants in its credit agreements.
Demand for the company's air freight services is expected to be
weaker in 2012 than in prior years. The drawdown of forces from
foreign theaters of operations by the U.S. military has reduced
demand for the supply cargoes that had sustained demand from the
AMC for much of the past decade. Additionally, Moody's does not
see a catalyst that would significantly increase demand from
commercial shippers to offset the lower revenues and earnings that
the AMC program will provide in upcoming periods. The company also
has fewer under-utilized aircraft or non-core segments to
monetize, which has been its practice in periods when operations
do not generate sufficient positive free cash flow.

The ratings could be further downgraded if demand further weakens,
leading to a significant decline in operating cash flow that would
increase the company's reliance on asset sales to service its
debt. FFO + interest to interest that approaches 1.0 time could
also lead to a downgrade of the ratings. The outlook could be
stabilized or the ratings directly upgraded if cash flow
generation improves, leading to sustained positive free cash flow
and certainty of compliance with financial covenants of its credit
agreements. Credit metrics are not primary rating drivers over the
near term since many remain indicative of the single-B rating
category. FFO + Interest to Interest that approaches 3.5 times
could exert positive ratings pressure.

The principal methodology used in rating Evergreen was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Evergreen International Aviation, Inc. is a privately held company
headquartered in McMinnville, Oregon. The company provides
diversified air cargo transportation and aviation support services
including global air cargo shipping, ground handling and
logistics, helicopter transportation services, small aircraft
charters and small aircraft and helicopter maintenance and repair
to government and commercial customers through its various
operating segments.


FANNIE MAE: BofA Halts Selling New Mortgages
--------------------------------------------
American Bankruptcy Institute reports that Bank of America Corp.,
the second-largest U.S. lender by assets, will stop selling new
home loans to Fannie Mae after a dispute over faulty mortgages.

                          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.


FKF MADISON: One Madison Park Condo Set for April 10 Confirmation
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FKF Madison Group Owner LLC is set for an April 10
confirmation hearing to approve the Chapter 11 reorganization
plan. The bankruptcy judge in Manhattan approved the explanatory
disclosure statement on Feb. 24.

According to the report, the plan in part is based on a settlement
where unsecured creditors will share $6.75 million for a recovery
of 1.9% to 4.27% on claims aggregating as much as $180 million.
The unsecured creditors' committee supports the plan.  Secured
lenders, owed $234.2 million, are co-proponents of the plan.  The
secured lenders will receive the new stock while retaining the
full amount of the secured debt, for a recovery estimated at 84%.
Mechanics lienholders, with claims of as much as $12.5 million,
are to be paid in full.  The disclosure statement shows the
Debtor's property is worth less than the secured debt and
mechanics' liens.

                         About FKF Madison

FKF Madison owns the One Madison Park condominium tower in New
York City.  The One Madison Park project came to halt in February
2010 when iStar Financial Inc., the chief financier for the
project, moved to foreclose on it.  The high-profile condominium
project, a 50-story tower was developed by Ira Shapiro and Marc
Jacobs.

An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867)
was filed against FKF Madison on June 8, 2010.  The case was
converted to a Chapter 11 in November 2010.

Before bankruptcy, the $235 million first lien was held by IStar
Financial Inc.  The debt was sold to the trustee for the junior
lender, Longview Ultra Construction Loan Fund.


FOXCO ACQUISITION: S&P Raises Corporate Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Fort Wright, Ky.-based TV broadcaster FoxCo Acquisition
LLC and operating subsidiary FoxCo Acquisition Sub LLC (which S&P
analyze on a consolidated basis) to 'B+' from 'B'. The
rating outlook is stable.

"At the same time, we revised our recovery rating on  FoxCo
Acquisition Sub LLC's senior secured credit facilities to '1',
indicating our expectation of very high (90% to 100%) recovery for
lenders in the event of a payment default, from '2' (70% to 90%
recovery expectation). The issue-level rating on the debt was
raised to 'BB' (two notches higher than the 'B+' corporate credit
rating) from 'B+', in accordance with our notching criteria for a
'1' recovery rating. The revision of the recovery rating reflects
less senior secured debt at default than we used in our previous
simulated default scenario, which results in a higher estimated
recovery," S&P said.

"We also raised the issue-level rating on FoxCo Acquisition Sub's
senior unsecured notes to 'B-' from 'CCC+' in conjunction with the
raising of the corporate credit rating. The recovery rating on
this debt remains unchanged at '6', indicating our expectation of
negligible (0% to 10%) recovery for noteholders in the event of a
payment default," S&P said.

"The rating upgrade reflects FoxCo's stable operating performance
in 2011 despite much lower political advertising revenue," said
Standard & Poor's credit analyst Jeanne Shoesmith. "The upgrade
also reflects our expectation that the company will be able to
reduce debt to average trailing-eight-quarter EBITDA to less than
5x in 2012."

"The corporate credit rating reflects our expectation that mid-
single-digit percentage core revenue growth and healthy political
advertising revenue will lead to an improvement in discretionary
cash flow and credit metrics in 2012. We consider the company's
business risk profile 'fair,' based on its portfolio of TV
stations in mostly top-50 markets and an EBITDA margin comparable
to its peers'. This represents a reassessment of our previous view
of the business risk profile as 'weak,' based on our analysis of
FoxCo's position relative to peers. Although FoxCo's lease-
adjusted debt to average trailing-eight-quarter EBITDA is very
high, at 5.9x as of Sept. 30, 2011, we expect it to moderate below
5x in 2012, which underpins our view that the company's financial
risk is 'aggressive,'" S&P said.

"All but one of FoxCo's stations are affiliated with the Fox
network; this leaves the company vulnerable to any declines in the
network's audience ratings. Additional risks include TV
broadcasting's mature growth prospects, and intensifying
competition for audiences and advertisers from traditional and
nontraditional media. FoxCo's advertising revenue is highly
vulnerable to economic downturns and election cycles. The
company's Fox-affiliated and CBS-affiliated stations have either a
No. 1 or No. 2 morning and late news ranking, which is important
to the stations' profitability and to its ability to attract
political advertising. Although the company's EBITDA margin lags
that of its more efficient peers, at 34% it is still very healthy
and in line with that of its overall peer group," S&P said.


GALP WATERS: Highcross Plan Outline Hearing Moved to March 5
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
continued until March 5, 2012, at 4:00 p.m., the hearing to
consider adequacy of the Disclosure Statement explaining GALP
Highcross Limited Partnership's proposed Plan of Reorganization.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

As reported in the Troubled Company Reporter on Jan. 3, 2012,
according to the Disclosure Statement, under the Plan, the Debtor
is in the process of arranging to fund the Plan out of: (i) new
equity (in the form of mandatory and non-mandatory cash calls on
various limited partners); and (ii) collection of related party
receivables.

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

               About GALP Waters Limited Partnership

Houston, Texas-based GALP Waters Limited Partnership, aka
Gallery at Champions Apartments, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-36743) on Aug. 2, 2011.  Affiliate
GALP Highcross Limited Partnership filed a separate petition (Case
No. 11-36741) on the same day.  Matthew Hoffman, Esq., at the Law
Offices Of Matthew Hoffman, P.C., in Houston, represents the
Debtor in its restructuring effort.

In its schedules, GALP Waters Limited Partnership disclosed
$15,933,583 in assets and $15,193,950 in liabilities.

The petitions were signed by Gary M. Gray, president of Waters-1
GP, Inc., general partner of Waters GP, L.P., general partner.


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 27.05 cents-
on-the-dollar during the week ended Friday, Feb. 24, 2012, an
increase of 0.23 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 149 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.


GLEN ROSE: Widens Dec. 31 Quarter Profit to $909,000
----------------------------------------------------
Glen Rose Petroleum Corporation filed with the U.S. Securities and
Exchange Commission a Form 10-Q reporting net income of $909,108
on $459,299 of oil and gas sales for the three months ended
Dec. 31, 2011, compared with a net loss of $666,233 on $477,403 of
oil and gas sales for the same period a year ago.

The Company reported net income of $10.81 million on $942,005 of
oil and gas sales for the nine months ended Dec. 31, 2011,
compared with a net loss of $1.70 million on $747,640 of oil and
gas sales for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $8.26 million
in total assets, $16.56 million in total liabilities and a $8.30
million total shareholders' deficit.

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

                        http://is.gd/6Aid2K

                          About Glen Rose

Glen Rose Petroleum Corporation presently is focused on the
development of on-shore U.S. oil and gas assets.  Glen Rose has
five leases covering 10,500 gross acres in the Wardlaw Field and
5,400 gross acres in the Adamson Field, both located in Edwards
County, TX.

The Company's net loss for the 2011 fiscal year was $14,662,555,
as compared to a restated net loss of $12,176,826 for the 2010
fiscal year.

The Company said it has incurred substantial losses from
operations and it has negative operating cash flows which raises
substantial doubt about its ability to continue as a going
concern.


GOODYEAR TIRE: Moody's Assigns 'B1' Rating to New Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to The Goodyear
Tire & Rubber Company's new $700 million senior unsecured notes.
The net proceeds from the new unsecured notes will be used to
redeem the existing $650 million 10.5% senior notes due May 2016
and pay the associated premium and accrued interest. In a related
action, Moody's affirmed Goodyear's Corporate Family Rating at Ba3
and other ratings as detailed below. The rating outlook remains
stable.

Rating assigned:

Goodyear Tire & Rubber Company

B1 (LGD4, 65%), $700 million unsecured notes due 2022

Moody's current ratings on Goodyear Tire & Rubber Company and its
affiliate are:

Corporate Family Rating, Ba3;

Probability of Default Rating, Ba3;

SGL-2, Speculative Grade Liquidity rating

$1.5 billion first lien revolving credit facility due 2013, Baa3
(LGD-1, 5%);

$1.2 billion second lien term loan due 2014, Ba1 (LGD-2, 16%);

8.75% senior unsecured guaranteed notes due 2020, B1 (LGD-4, 65%);

8.25% senior unsecured guaranteed notes due 2020, B1 (LGD-4, 65%);

7% senior notes due 2028, B2 (LGD-6, 96%)

10.50% unsecured notes due 2016, B1 (LGD-4, 66%) -- these ratings
will be withdrawn up repayment;

(P)B1, guaranteed senior unsecured shelf

Goodyear Dunlop Tires Europe B.V.:

Baa3 (LGD-1, 5%), ?400 million of first lien revolving credit
facilities due April 2016;

Ba2 (LGD-2, 27%), ?250 million of senior unsecured notes due April
2019

RATINGS RATIONALE

The affirmation of Goodyear's Ba3 Corporate Family Rating reflects
the company's continuing efforts to improve its business profile
by selling a greater share of higher value added tires in its
product mix, pursuing market pricing initiatives consistent with
its higher value added product line, and delivering on cost saving
initiatives. Goodyear faces a challenging business environment
where Asian producers are aggressively competing in many of the
company's geographic markets with low priced tires. With
competitive pressures constraining the top line and ongoing
volatility in raw material costs, Goodyear has been able to
support overall revenues and profits by avoiding the commodity
tire business and by growing its sales of value added products.
The company has maintained a sound balance sheet, with cash and
cash equivalents of $2.8 billion at 12/31/11, and earnings growth
along with refinancing initiatives that have lowered interest
costs and have helped boost consolidated EBIT/Interest coverage
(inclusive of Moody's standard adjustments) to 2.0x for 2011 from
1.1.x in the prior year. Goodyear's position as a leading
manufacturer of automotive tires is expected to be maintained
despite near-term volume pressure in several markets and
continuing pressure from low priced competitors.

Goodyear's stable outlook reflects Moody's belief the company will
continue to successfully execute its strategy to position itself
for long-term growth. Moody's expects Goodyear will face headwinds
into 2012 including lower volumes, raw material cost pressures in
the first-half, additional start-up costs in Asia, and product mix
issues in Latin America. However, Goodyear has demonstrated the
ability to offset rising raw material pricing with improving
price-mix and restructuring actions in 2011. In addition, while
the company's capital spending needs are likely to consume funds
during the near term, its good liquidity profile provides
continued financial flexibility.

Goodyear's SGL-2 Speculative Grade Liquidity is supported by
strong cash balances and revolver availability. Global cash on
hand at December 31, 2011 was $2.8 billion which includes about
$291 million in Venezuela. As of December 31, 2011, Goodyear had
$407 million in letters of credit issued and $1.1 billion of
remaining availability under the US$1.5 billion ABL revolving
credit facility. Goodyear's Euro 400 million revolving credit
facility was undrawn as of December 31, 2011 with Euro 6 million
of letters of credit outstanding and the Pan European accounts
receivable securitization facility was fully utilized. Goodyear is
expected to experience ongoing cash flow pressure from a number of
fronts including ongoing high raw material costs, plant
reinvestments to support growth in high value added tires, and
increased competition in Latin American and Asian markets. While
the above liquidity measures are sufficient over the near-term,
the U.S. revolving credit facility matures in April 2013. Yet,
Moody's believes Goodyear's potential cash burn over the near term
will result in a modest decline in reported year-end 2011 cash
balances. There is a coverage ratio covenant test under the $1.5
billion revolver which comes into effect only when availability
under the revolver, plus cash balances, goes below $150 million,
which is unlikely to be activated in the near-term. Goodyear has
the capacity under the indentures for its unsecured obligations to
pledge additional assets (subject to the terms, limitations and
exclusions provided in the respective indentures). Should the
permissible basket of liens exceed the prescribed amount, Goodyear
would be required to ratably secure the unsecured notes and bonds
issued under the indentures.

Goodyear continues to face significant business challenges
stemming from highly competitive tire markets and significant
volatility in raw material costs. It has been pursuing strategies
that have strengthened its competitive profile, yet overall
financial metrics remain weak for the Ba3 Corporate Family Rating.
A lower rating could result if Goodyear is unable to offset
expected lower volume trends, competitive pressures, and
increasing raw material costs through the combination of improved
product mix, pricing, or restructuring actions. Developments that
suggest that the EBIT margin will revert below 5% for a protracted
period, that the company will not be able to restore free cash
flow generation, or that the company will not be able to make
progress toward lowering debt to EBITDA below the 4.5x could put
downward pressure on the rating. Ratings pressure could also arise
from a meaningful decrease in the liquidity profile.

Upward rating migration is unlikely over the intermediate term.
Any improvement in Goodyear's credit metrics would first help to
positioning the company more solidly in the Ba3 rating. However, a
positive rating outlook or rating change could result from a de-
leveraging of Goodyear's balance sheet, or if industry conditions
evolve to permit the company to sustain better margins through a
lower risk associated competitive pricing pressures and/or lesser
exposure to volatile commodity costs resulting in EBIT/interest
being sustained above 3.0 times, and debt/EBITDA approaching 3.0x
while maintaining a good liquidity profile.

The principal methodology used in rating Goodyear Tire & Rubber
Company was the Global Automotive Supplier Industry Methodology
published in January 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.

The Goodyear Tire & Rubber Company, based in Akron, OH, is one of
the world's largest tire companies with 53 manufacturing
facilities in 22 countries around the world. Revenues in 2011 were
approximately $22.8 billion.


GOODYEAR TIRE: S&P Rates $700-Mil. Senior Unsec. Notes at 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating on Akron, Ohio-based The Goodyear Tire & Rubber Co.'s
proposed $700 million in senior unsecured notes due May 15, 2022.
"At the same time, we assigned our recovery rating of '5' to the
notes, indicating our expectation that lenders would receive
modest recovery (10%-30%) in the event of a payment default," S&P
said.

"Net proceeds of this offering, together with cash and cash
equivalents, will be used to redeem all of the company's $650
million 10.5% senior notes due 2016, at a redemption price of 100%
of the principal amount plus a premium as well as accrued and
unpaid interest as of the redemption date. We expect the company
to exercise its option to redeem these 10.5% senior notes on or
before May 15, 2012 and pay the associated premium and accrued
interest," S&P said.

"The notes are senior unsecured obligations of Goodyear Tire and
the guarantors, ranking equal in right of payment with existing
and future unsubordinated debt. The notes will also be effectively
subordinated to all existing and future secured debt of the
company and subsidiary guarantors to the extent of the collateral
securing the debt," S&P said.

"Our BB-/Stable/-- rating on Goodyear Tire reflects the company's
high leverage and the substantial competition in both the
replacement and original equipment tire markets," S&P said.

Ratings List
The Goodyear Tire & Rubber Co.

Corporate credit rating                  BB-/Stable/--

Rating Assigned
$700 mil. sr unsec notes due 3/15/22     B+
Recovery rating                         5


GORDIAN MEDICAL: In Chapter 11 After Medicare Stopped Refunds
-------------------------------------------------------------
Gordian Medical, Inc., doing business as Gordian Medical, Inc.,
filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339)
in Santa Ana, California on Feb. 24, 2012.

The Debtor estimated assets and debts of up to $50 million.  It
says it has $4.3 million in cash and $31.1 million in receivables
due from Medicare.  Unsecured debt owed to 460 creditors total
$9.4 million.  Taxing authorities are also owed $2 million and
lessors are owed $1.12 million.  The Debtor also has a $2.225
million note payable to the president.

Irvine, California-based Gordian Medical provides supplies and
services to treat serious wounds.  The company has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.

The Debtor maintains a nationwide staff of 394 employees,
including a physician as the Chief Medical Officer and 224 nurses
and physical therapists who have completed the required training
and testing to be designated "Certified Wound Specialists" or
similar certifications.  In addition to the medical team, the
Debtor has 50 employees in management, sales and administration,
eight employees in finance and operations, 116 employees in order
processing and compliance; 16 employees working in the warehouse,
and seventeen employees in the regulatory area.

Explaining the bankruptcy filing, Gerald Del Signore, president
and sole member of the board, says in court documents, "The Debtor
has enjoyed uninterrupted sales growth since its formation in
2007, experiencing compound average growth of 14.3% per year from
the fiscal years ended March 31, 2008 through March 31, 2011. Its
net revenue for the fiscal year ending March 31, 2010 was
$77,358,926 and for 2011 was $81,185,635 per the Debtor's audited
financial statements.  The Debtor's net income also increased
annually through fiscal 2010. In fiscal 2011 the Debtor recognized
a net loss, the result of recording a one-time significant
reduction in accounts receivable (and an increase in related bad
debt expense) due to unfavorable results related to claims on
appeal within the Medicare appeal system.  The Debtor resumed
profitable operations in fiscal 2012 until November 2011 when the
Debtor received notice that Medicare was withholding 100% of
reimbursement payments to the Debtor arising from more than 14,000
claims per month. The withholding of these payments has resulted
in the Debtor's inability to continue its operations outside of
the protection of the Bankruptcy Code."

According to the docket, the schedules of assets and liabilities
and the statement of financial affairs are due March 9, 2012.  But
the Debtor has filed a motion to extend the deadline to April 8,
2012.

The Debtor has also filed typical first day motions that include
requests to pay employee wages and prohibit utilities from
discontinuing service.

The Debtor is represented by Samuel R. Maizel, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Los Angeles, California.

                         Medicare Issue

Many of the patients at long term care facilities have been fitted
with gastrostomy tube, or "G tube," which enters a patient's
stomach through an ostomy, or surgical hole.  Roughly 40% of the
Debtor's business consists in supplying dressings to treat G tube
sites with bleeding, drainage, infection, and other complications.

In its decision In the Matter of Key Largo Medical Systems, et al,
(2002), the Medicare Appeals Council held that a provider should
be reimbursed for irrigation and site care supplies provided to G
tube patients, notwithstanding conflicting guidance in the
Medicare Carriers' Manual which stated that supplies included with
G tube kits could not be billed separately.  In Key Largo, the MAC
recognized that G tube kits did not routinely contain irrigation
and site care supplies, and that accordingly, a provider should be
allowed to bill separately for such supplies.

In 2005, agents for the United States Medicare program responded
to Key Largo by issuing a revision to a non-binding policy article
providing that the reimbursement allowances payable to G tube kit
providers include amounts to buy dressings.

On Nov. 30, 2011, the Debtor received a letter from AdvanceMed, a
Medicare Zone Program Integrity Contractor (ZPIC) engaged by
Medicare to review claims, notifying it of AdvanceMed's
determination to withhold Medicare payments due AMT effective Nov.
28, 2011 "for all jurisdictions in which you bill the Medicare
program."  The Nov. 30 letter says that "the suspension of your
Medicare payments is based on reliable evidence of an overpayment,
or that the payments to be made may not be correct."

The Debtor disputes Medicare's right to handle the payment issues
in this manner and is taking appropriate action to defend its
rights. However, because the Debtor relies on Medicare payments
for more than 90% of its revenue and is currently operating at a
cash deficit of roughly $1.25 million per week, the viability of
its business is threatened.  Therefore, the Debtor had no choice
but to seek protection under chapter 11 of the Bankruptcy Code,
which it believes will stabilize its situation so that it can
continue to work with Medicare to resolve these payment issues.

A bankruptcy court hearing is scheduled for Feb. 29, 2012, at 9:00
a.m., Pacific.


GORDIAN MEDICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gordian Medical, Inc.
          dba American Medical Technologies
        17575 Cartwright Road
        Irvine, CA 92614
        Tel: (714) 556-0200

Bankruptcy Case No.: 12-12339

Chapter 11 Petition Date: February 24, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Mark S. Wallace

Debtor's Counsel: Samuel R. Maizel, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  10100 Santa Monica Boulevard, Suite 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  E-mail: smaizel@pszjlaw.com

Debtor?s
Financial
Advisor:          GLASSRATNER ADVISORY & CAPITAL GROUP, LLC

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

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

The petition was signed by Gerald Del Signore, chief executive
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Center of Medicare and Medicaid    Services             $9,000,000
7500 Security Boulevard
Baltimore, MD 21244

CA State Board Off Equalization    Taxes                $1,756,309
MIC 85
Sacramento, CA 94279-0085

Medline Industries Inc.            Goods and Services     $555,897
One Medline Place
Mundelein, IL 60060

MPM Medical Inc.                   Goods and Services     $433,114
2301 Crown CT
Irving, TX 75038

Fulbright & Jaworski               Legal Services         $223,315

Hartmann USA Inc.                  Goods and Services     $222,137

DeRoyal Industries, Inc.           Goods and Services     $174,740

Smith & Nephew                     Goods and Services     $130,199

McKesson General Medical           Goods and Services     $106,963

KForce Inc.                        Goods and Services      $93,500

Pridestaff                         Goods and Services      $86,500

Dermarite Industries               Goods and Services      $81,091

Covalon Technologies Ltd.          Goods and Services      $40,000

Verizon Wireless                   Goods and Services      $39,617

Sage                               Goods and Services      $25,002

Van Scoyoc Associates              Services                $21,701

Broad and Cassel                   Legal Services          $10,993

Invacare Supply Group              Goods and Services       $6,204

AT&T Mobility                      Goods and Services       $4,961

Derma Services                     Goods and Services       $4,254


GRAPHIC PACKAGING: Moody's Rates Credit Facilities at 'Ba2'
-----------------------------------------------------------
Moody's Investors Service assigned Ba2 rating to Graphic
Packaging's proposed senior secured credit facilities, including
$800 million revolving credit facility maturing in 2017, $800
million term loan maturing in 2017, and $400 million term loan
maturing in 2018.  At the same time, Moody's affirmed the
company's existing ratings, including its Ba3 CFR and B2 rating on
its senior unsecured notes. The outlook was changed to positive
from stable. Moody's also affirmed the company's SGL-2 speculative
grade liquidity rating.

Moody's took the following rating actions:

Assignments:

   Issuer: Graphic Packaging International Inc.

   -- Senior Secured Bank Credit Facility, Assigned Ba2

Outlook Actions:

   Issuer: Graphic Packaging International Inc.

   -- Outlook, Changed To Positive From Stable

RATINGS RATIONALE

The new credit facilities will be secured by substantially all of
company's assets and will rank in priority to all unsecured
indebtedness. The proceeds from the financing will be used to
retire the company's existing secured term loans, at which point
the ratings on this debt will be withdrawn.

The change in outlook to positive reflects Moody's expectation
that the company will generate free cash flows in the $200 million
range over the next twelve months and will continue its
deleveraging efforts, bringing adjusted Debt/ EBITDA ratio in 3.5-
4.0x range over the next twelve to eighteen months.

Graphic Packaging's Ba3 corporate family rating primarily reflects
the company's leading industry position in the folding cartons
packaging industry, including its substantial position in coated
unbleached kraft (CUK) paperboard, coated recycled boxboard (CRB),
and multi-wall bag. The rating also reflects Graphic Packaging's
good liquidity position and strong operating performance that
benefits from stable end markets (largely food and beverage), good
vertical integration and a disciplined consolidated industry. The
rating is constrained by exposure to potentially high fiber,
energy and chemical costs and the significant lags in contractual
cost pass-throughs.

Graphic Packaging's SGL-2 liquidity rating indicates good
liquidity supported primarily by almost full availability under
the current $400 million revolver and cash balance of
approximately $270 million as of December 31, 2011. The liquidity
position will be about the same under the new facility, with
approximately half of the $800 million revolver available after
refinancing. While the existing term loans mature in 2014, under
the proposed the refinancing, the company will have no meaningful
near-term maturities until 2017. Moody's estimates Graphic
Packaging will remain in compliance with its debt covenants over
the next 12 month period.

Moody's could upgrade the ratings if Graphic Packaging is able to
maintain a good liquidity position and sustain normalized (RCF-
Capex)/Debt of around 10% and Debt/EBITDA of around 3.5x
(including Moody's standard adjustments).

The outlook would be stabilized should the company face
significant price and volume deterioration, material deterioration
in liquidity arrangements, (RCF-Capex)/Debt of around 5%, or if
Debt/ EBITDA remains above 4.0x on an adjusted basis.

The principal methodology used in rating Graphic Packaging was the
Global Paper and Forest Products Industry Methodology published in
September 2009 and Speculative Grade Liquidity Rating Industry
Methodology published in September 2002. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June.


GRAPHIC PACKAGING: S&P Raises Corporate Credit Rating to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
its corporate credit rating (CCR), on Marietta, Ga.-based Graphic
Packaging International Inc. to 'BB+' from 'BB'.  "At the same
time, we revised the outlook to stable from positive," S&P said.

"We also assigned our 'BBB' issue-level rating (two notches above
the CCR) to the company's proposed $2 billion credit facilities,
which include a revolving credit facility and term loans, with a
recovery rating of '1', indicating our expectation that lenders
can expect to achieve a very high (90% to 100%) recovery in the
event of a payment default," S&P said.

"At the same time, we raised our issue-level rating on Graphic
Packaging's senior notes to 'BB+' (the same as the CCR) from 'BB-
'. We revised the recovery rating on this debt to '3' from '5',
reflecting our expectation that lenders can expect a meaningful
(50% to 70%) recovery in the event of a payment default. We also
raised our issue-level rating on Graphic Packaging's existing
credit facilities, including its term loans B and C, to 'BBB' from
'BBB-'. The recovery rating on this debt is '1', reflecting our
expectation that lenders can expect a very high (90% to 100%)
recovery in the event of a payment default. We then withdrew our
'B+' issue-level ratings on the company's subordinated debt that
is no longer outstanding," S&P said.

"The ratings upgrade reflects our expectations that Graphic
Packaging's credit measures will continue to improve as a result
of its relatively steady earnings, good free cash flow generation,
and management's demonstrated commitment to debt reduction," said
Standard & Poor's credit analyst Tobias Crabtree. "We expect
further deleveraging from free cash flow to result in adjusted
leverage approaching 3.5x and funds from operations to debt
increasing to 20% by the end of 2012. We view these credit metrics
as consistent with the higher rating and our assessment of the
company's 'significant' financial risk profile. The upgrade also
incorporates our expectations for no large debt-financed
acquisitions or dividends to its concentrated shareholder base.:

"The ratings also reflect the combination of what we consider to
be the company's 'satisfactory' business risk profile and its
'significant' financial risk profile. Specifically, we view the
company as having relatively steady earnings capacity due to its
long-term customer relationships and its value-added product mix.
The ratings also take into account our expectations for
considerable free cash flow, the company's stated commitment to
reduce debt, and its 'strong' liquidity profile," S&P said.

"Graphic Packaging manufactures paperboard, most of which it uses
internally to produce beverage carriers or folding cartons for
food, household goods, and other consumer products that tend to be
recession resistant. As a result, the paperboard segment (83% of
sales) fared relatively well during the most recent U.S.
recession, with revenue declining by less than 5%. Its relatively
lower margin multi-wall bag and specialty plastics packaging
business (17% of sales) was recently combined with the assets of
two other entities in an effort to vertically integrate the
business, realize meaningful synergies, and improve overall
profitability," S&P said.

"Under our baseline scenario, we believe Graphic Packaging's 2012
adjusted EBITDA could increase by 4% or more from an estimated
$610 million in 2011," S&P said.

Key assumptions to S&P's 2012 EBITDA forecast include:

* Limited demand improvement for paperboard packaging products
   based upon a very gradual economic recovery with real GDP
   growth of 2.1% in 2012;

* Modest benefits from contractually higher selling prices from
   previous raw material inflation recovery;

* Cost inflation being less of a headwind in 2012 than 2011;
   and

* Estimated benefits from ongoing productivity improvements and
   cost reductions of $60 million to $80 million per year.

"A key risk to our forecast is a 'double-dip' recession scenario
which could negatively affect demand, albeit to a lesser extent
than for other forest products companies given Graphic Packaging's
relatively stable food and beverage end markets. Other risks
include lower profitability that may temporarily arise from
greater-than-expected raw material input (for wood, petroleum-
based materials, and energy) cost inflation that is not offset by
price increases. We view this risk to be largely mitigated by the
company's customer supply agreements that contain inflation
recovery provisions," S&P said.

"The rating outlook is stable. We expect Graphic Packaging will
continue to generate relatively steady earnings and sizeable free
cash flow and remain committed to further modest debt reduction,
so that credit measures remain in-line with the ratings. Based on
our EBITDA projections, we expect 2012 free cash flow generation
to be $200 million or more, adjusted leverage to approach 3.5x,
and FFO to debt to be 20% by the end of 2012," S&P said.

"We view a higher rating as unlikely over the next 12 to 18 months
given the company's currently concentrated ownership and the
inordinate influence several of the larger shareholders could hold
over the company's financial policies," Mr. Crabtree continued.
"To that point, our rating specifically assumes that any future
share repurchases or dividends will be modest and
fully funded from free cash flow."

"We could lower the rating if free cash flow were to significantly
decline or be used for other activities such as excessive
shareholder rewards, large acquisitions, or initiatives, causing
adjusted leverage to be sustained above 4x, with FFO to debt in
the mid-teen percentage area," S&P said.


GRAY TELEVISION: Reports $7.5 Million Net Income in 4th Quarter
---------------------------------------------------------------
Gray Television, Inc., reported net income of $7.57 million on
$84.67 million of revenue for the three months ended Dec. 31,
2011, compared with net income of $21.86 million on
$114.59 million of revenue for the same period during the prior
year.

The Company reported net income of $9.03 million on
$307.13 million of revenue for the year ended Dec. 31, 2011,
compared with net income of $23.16 million on $346.05 million of
revenue during the prior year.

"We are pleased with our operating results for the fourth quarter
of 2011.  For the fourth quarter of 2011, our operating results
were consistent with or exceeded our estimates, which were
publicly disclosed on November 4, 2011.  Our actual total revenue
exceeded our estimates, our actual broadcast expense was within
our estimated range and our actual corporate expense was below our
estimated range."

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

                        http://is.gd/9RLcxc

                       About Gray Television

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

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

                           *     *     *

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

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


GREENEDEN US: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Genesys (aka Greeneden U.S. Holdings II LLC).
The outlook is stable.

"At the same time, we assigned a 'BB-' rating to the company's
proposed $50 million senior secured revolving credit facility due
2017 and the $575 million first-lien term loan due 2019. The
recovery rating is '1', indicating our expectation for very high
(90% to 100%) recovery in the event of a payment default.
Greeneden Lux 3 S.a.r.l and Genesys Telecom Holdings U.S. Inc. are
coborrowers under the senior credit facilities," S&P said.

"After the assignment of preliminary ratings on Jan. 6, 2012,
Genesys upsized its senior term loan to $575 million, using an
incremental $25 million to reduce mezzanine debt. In addition, the
senior term loan's maintenance covenants have been eliminated.
These changes had no impact on corporate credit rating, outlook,
or recovery ratings," S&P said.

"Our rating on Genesys reflects its competitive industry and
'highly leveraged' financial profile," said Standard & Poor's
credit analyst Katarzyna Nolan. She added, "The company's high
recurring revenues and stable cash flow generation partly offset
these factors."

"The stable outlook reflects Genesys' stable free cash flow
generation, resulting from the company's recurring and predictable
revenue base. It also reflects our expectation that it will
maintain its competitive position in key markets. We may lower the
rating if profitability deteriorates or if the company pursues a
material shareholder distribution, such that leverage rises to the
high-7x area," S&P said.

"Although unlikely in the next 12 months, we could raise the
rating if the company continues its revenue growth, such that
adjusted leverage declines to the 5x area," S&P said.


GREGORY & PARKER: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gregory & Parker, Inc.
        807 Halifax Street
        Raleigh, NC 27604

Bankruptcy Case No.: 12-01382

Chapter 11 Petition Date: February 22, 2012

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

Debtor's Counsel: Richard D. Sparkman, Esq.
                  RICHARD D. SPARKMAN & ASSOC., P.A.
                  P.O. Drawer 1687
                  Angier, NC 27501
                  Tel: (919) 639-6181
                  E-mail: rds@sparkmanlaw.com

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

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

The petitions were signed by William D. Parker, Jr., manager.

Affiliate that simultaneously filed for Chapter 11 protection:

  Debtor                                 Case No.
  ------                                 --------
Gregory & Parker - Seaboard, LLC         12-01383
  Assets: $0 to $50,000
  Debts: $10,000,001 to $50,000,000

A list of Gregory & Parker, Inc.'s four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nceb12-01382.pdf

A list of Gregory & Parker - Seaboard's 13 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nceb12-01383.pdf


GRUBB & ELLIS: Daymark Realty Unaffected By Filing Ex-Owner
-----------------------------------------------------------
Daymark Realty Advisors, a leading provider of strategic asset,
property management and structured finance solutions for owners of
commercial real estate, disclosed that it remains unaffected by
and entirely unaffiliated with former owner Grubb & Ellis
Company's Chapter 11 Bankruptcy filing on Monday, Feb. 20, 2012.

In August 2011, San Diego-based Sovereign Capital Management Group
and Infinity Urban Century, a New York City-based investment
affiliate of the Infinity Group, completed the purchase of Daymark
Realty Advisors, Inc. from Grubb & Ellis Company.  With the
completion of the acquisition, Grubb & Ellis fully exited the
tenant-in-common business and Daymark became entirely independent
from Grubb & Ellis.

The strategic joint venture between Sovereign Capital and Infinity
Urban Century has emerged as one of the leading players in the
securitized tenant-in-common investment market.  In the process,
Daymark has been operating under the direction of a new board of
directors and executive management team.

Since the August acquisition, Daymark Realty Advisors has seen its
portfolio of approximately 130 assets reinvigorated with new
capital and a new leadership team of industry experts.  According
to Todd Mikles, Daymark's CEO, the new leadership team has been
implementing an aggressive business plan focused on stabilizing
and recapitalizing Daymark's portfolio of properties, allowing
them to survive in this challenging economic market.

"Despite the obstacles we're facing under the current market
conditions, we've been able to make significant progress over the
past six months," says Mikles.  "We have strengthened and
capitalized on deep lending relationships by successfully
restructuring and refinancing several property loans within the
portfolio that were previously facing maturity or potential
default.  Daymark has bolstered communications with its investors
by providing more information, transparency and timeliness than
ever experienced under previous ownership."

Looking ahead, Daymark has been thoroughly evaluating and
analyzing each of the properties within the portfolio with respect
to cash flows, debt, and valuation, and plans to announce a number
of strategic options to its investor groups in the coming weeks.

Mikles concludes that as part of Daymark's updated business
objective to create solutions for both long-term and short-term
ownership, as well as exit strategies through a fresh thought
process and new capital, the company is seeking the best possible
investment outcome for its investors in this very difficult real
estate environment.

                      About Daymark Realty

Daymark Realty Advisors, Inc. is one of the country's leading
providers of strategic asset management and structured finance
services to private and institutional owners of commercial real
estate.  Daymark provides a fully integrated platform of services
that focus on maximizing property value and performance, and
offers proven expertise in the repositioning of distressed assets,
debt restructuring and property recapitalizations.  From six
offices throughout the country, Daymark manages a nationwide
portfolio of commercial real estate properties totaling
approximately 33.3 million square feet, including more than 8,700
multifamily units, valued at $4.9 billion based on purchase price.

                         About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

The sale to BGC is subject to higher and better offers at an
auction.   The Debtors have proposed a March 9 deadline for
preliminary bids, a March 19 deadline for binding bids, an auction
on March 31, 2012, and a sale hearing on March 23, 2012.

Pursuant to the term sheet signed by the parties, BGC will buy the
assets for $30.02 million, consisting of a credit bid the full
principal amount outstanding under the (i) $30 million credit
agreement dated April 15, 2011, with BGC Note, (ii) the amounts
drawn under the $4.8 million facility, and (iii) the cure amounts
due to counterparties.  BGC can terminate the contract if the sale
order has not been entered by the bankruptcy court in 25 days
after the execution of the Asset Purchase Agreement.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq.


GSC GROUP: Court Okays $2-Mil. Black Diamond Exit Facility
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized GSC Group, Inc., et al., to enter into a $2 million
term loan facility with Black Diamond Capital Corporation.  The
proceeds of loans under the Credit Facility will be utilized to
satisfy the obligations of the Debtors under the Fourth Amended
Joint Chapter 11 Plan to make distributions to holders of allowed
priority tax claims, allowed secured claims, allowed other
priority claims and allowed general unsecured claims and the
disputed general unsecured claims cash reserve.

The final maturity of the Credit Facility will be 6 years from the
closing date.

The Court approved BDCM's Fourth Amended Joint Chapter 11 Plan
Plan for the Debtors on Feb. 17, 2012.  The Court held that, BDCM,
as proponent of the Plan, has met its burden of proving the
elements of Sections 1129(a) and (b) of the Bankruptcy Code by a
preponderance of the evidence.

The Plan was supported by majority of unsecured creditors and
preferred shareholders, the only groups entitled to vote under the
Plan.

Prior to the entry of the Confirmation Order, BDCM made certain
non-material or technical modifications to the Plan.  The
modifications do not materially or adversely affect the treatment
of any Claims against or Equity Interests in the Debtors under the
Plan.  A full-text copy of the further amended Fourth Amended Plan
is available at http://bankrupt.com/misc/GSC_GROUP_Feb10Plan.pdf

As reported by The Troubled Company Reporter on Jan. 24, 2012, the
Fourth Amended BDCM Plan provides for the continued operation of
the Debtors' existing investment management business.  BDCM
maintained that its plan is a more preferable and value-preserving
alternative to the GSC Chapter 11 Trustee's Modified Joint Plan of
Liquidation.  The BDCM Plan offers all unsecured creditors three
recovery options: (1) a fast cash payout; (2) a partial cash
payment close to the Effective Date plus a delayed cash payout
from the proceeds of the Liquidating Trust; or (3) shares of
Reorganized GSC Group Series B Preferred Stock and shares of
Reorganized GSC Group Convertible Class B Common Stock, which will
comprise between 33% and 49%, at BDCM's discretion, of the
Reorganized GSC Group Common Stock with 24.9% of the voting
rights.  The BDCM Plan also provides that Preferred Equity
Interest holders will receive shares of Reorganized GSC Group's
Class A Common Stock equal to between 51% and 67%, at BDCM's
discretion, of the total GSC Common Stock, while the Trustee Plan
does not provide any recovery for the interest holders.

A full-text copy of the Confirmation Order is available at:

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

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B.
Solow, Esq., at Kaye Scholer LLP, served as the Debtor's
bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is the
Debtor's notice and claims agent.  Capstone Advisory Group LLC
served as the Debtor's financial advisor.  The Debtor estimated
its assets at $1 million to $10 million and debts at $100 million
to $500 million as of the Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.

No committee of unsecured creditors has been appointed in the
case.

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.
Patrick J. Nash, Jr., Esq. and Paul Wierbicki, Esq. of Kirkland &
Ellis LLP serve as counsel to Black Diamond Capital Management,
LLC.


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 73.54 cents-on-
the-dollar during the week ended Friday, Feb. 24, 2012, a drop of
2.63 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 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 149 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: Reports $2.8 Billion Net Income in 2011
-----------------------------------------------------
HCA Holdings, Inc., filed with the U.S. Securities and Exchange
Commission a Form 10-K reporting net income of $2.84 billion on
$29.68 billion of revenue for the year ended Dec. 31, 2011,
compared with net income of $1.57 billion on $28.03 billion of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
$26.89 billion in total assets, $33.91 billion in total
liabilities, and a $7.01 billion stockholders' deficit.

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

                        http://is.gd/nvWjDR

                           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.


HEARTHSTONE HOMES: Files for Chapter 11 in Omaha
------------------------------------------------
Hearthstone Homes, Inc., filed a bare-bones Chapter 11 petition in
Omaha, Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24,
2012.

According to the docket, Chief Judge Thomas L. Saladino has
ordered that the case will be dismissed without further notice or
hearing if the Debtor fails to submit a creditor's matrix within
seven days.

ketv.com reports that real estate company HearthStone Homes --
http://omahanewhomes.com/-- filed for chapter 11 bankruptcy
protection after a deal to sell the company fell through on
Feb. 24.

According to the report, the company's vice president Scott
Kinkaid said, "I'm not able to say a whole lot about that, but I
can say the two parties involved in the negotiations were not
agreeable."

The report relates Mr. Kinkaid said HearthStone's bankruptcy
attorney was expected to present the case to a judge on Feb. 27,
2012.  Mr. Kinkaid said the company leadership will meet with
HearthStone's associates and vendor partners to discuss the next
step.

The report notes that HearthStone's 24 employees have "no
guarantee" of getting paid.

The report adds that the company still owes one of its lenders,
Wells Fargo Bank, roughly $17.5 million on an overdue loan.  It
also has to account for dozens upon dozens of construction liens
filed by contractors in recent weeks.

Mr. Kinkaid said the company will close on one of its homes
financed by Wells Fargo on Feb. 28, 2012.

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

The Debtor is represented by Robert F. Craig, Esq., at Robert F.
Craig, P.C.


HEARTHSTONE HOMES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hearthstone Homes, Inc.
        810 N. 96th Street, 3rd Floor
        Omaha, NE 68114
        Tel: (402) 339-0150

Bankruptcy Case No.: 12-80348

Chapter 11 Petition Date: February 24, 2012

Court: U.S. Bankruptcy Court
       District of Nebraska (Omaha Office)

Judge: Thomas L. Saladino

Debtor's Counsel: Robert F. Craig, Esq.
                  ROBERT F. CRAIG, P.C.
                  1321 Jones Street
                  Omaha, NE 68102
                  Tel: (402) 408-6004
                  Fax: (402) 408-6001
                  E-mail: robert@craiglaw.org

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

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

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

The petition was signed by John J. Smith, president.


HELIX ENERGY: Moody's Assigns Ba2 Rating to New Sec. Term Loan
--------------------------------------------------------------
Moody's assigned a Ba2 rating to Helix Energy Solutions Group,
Inc.'s (Helix) new $100 million senior secured term loan A. The B2
Corporate Family Rating, B3 senior unsecured note rating, and
stable outlook were not affected. Helix plans to use the proceeds
of the new term loan along with $100 million of cash to call $200
million of its 9.5% senior unsecured notes. Pro forma for the
proposed refinancing, the amount of senior unsecured notes
outstanding would be $275 million, down from $475 million
currently.

RATINGS RATIONALE

Helix's B2 CFR reflects the company's durable cash flow from its
offshore contracting services and production facilities businesses
and its more volatile cash flow from its oil and gas operations.
Moody's expects 2012 results to be soft compared to 2011 because
of the scheduled regulatory-required dry dock of four vessels and
further declines in oil and gas production. Despite the weaker
results, Moody's expects Helix to generate positive free cash flow
in 2012 after funding its capital budget. Based on Moody's
assumptions and using Moody's standard adjustments, leverage
should drop from 3.3x at September 30, 2011 to about 3.1x by the
end of 2012 driven mostly by higher crude oil prices.

Helix has indicated a desire to sell its oil and gas properties at
some point in the future. When the sale occurs and depending on
the price received, it could have a material impact on Helix's
leverage, positively or negatively, although the change in
business risk would be viewed positively.

On February 15, 2012, Helix announced its intention to build a new
semi-submersible well intervention vessel similar to the Q4000.
The construction of this vessel is expected to cost approximately
$500 million over the next three years. With over $500 million of
cash at year end 2011 and about $500 million of availability under
its revolving credit facility, Helix has the ability to finance
the construction without any additional third party financing.
Therefore, Moody's views the announcement as credit neutral in the
short term. Once the backlog of business for the new vessel
approaches the construction cost, there would be a positive credit
impact.

The stable outlook reflects the expectation that the company will
not increase borrowings over the next 18 months and that leverage
will remain relatively unchanged. An upgrade is unlikely as
Moody's expects leverage to begin to increase in 2013 because
EBITDA is projected to fall as oil and gas production declines.
The sale of the oil and gas assets would reduce Helix's business
risk and improve the visibility of Helix's future earnings.
Therefore it could result in a rating upgrade depending on the
amount of proceeds received.

The ratings could be downgraded if commodity prices decline
significantly or if there is a sharp downturn in the offshore
contracting services business. Furthermore, the company's 2012
EBITDA is highly reliant on the success of two wells, the Nancy
and the Danny 2, to slow the production declines. Disappointing
results for these wells or a delay in the delivery of the Grand
Canyon charter vessel could result in lower than projected EBITDA
and a corresponding increase in leverage. Should leverage exceed
4.0x on a sustained basis, a downgrade may be appropriate.

Under Moody's Loss-Given-Default (LGD) methodology, the secured
credit facilities are rated Ba2 (three notches above the B2 CFR)
and the senior unsecured notes are rated B3 (one notch below the
CFR). Helix has a $600 million senior secured revolving credit
facility and $380 million of senior secured term loans pro forma
for the proposed financing. This secured indebtedness is
structurally senior to the company's $275 million of senior
unsecured notes and $300 million of convertible senior notes.
Should the senior convertible notes get converted or redeemed
(they are puttable/callable in December 2012), the CFR might
improve but the senior secured rating, as well as the senior
unsecured rating, could be notched one level lower, in which case
there would be no change in the issue ratings.

The principal methodology used in rating Helix was the Global
Oilfield Services Rating Methodology, published December 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Helix Energy Solutions Group, Inc. is an offshore, oilfield
service company headquartered in Houston, Texas.


HOME SAVINGS OF AMERICA: Closed; FDIC Unable to Find Continuity
---------------------------------------------------------------
The Federal Deposit Insurance Corporation approved the payout of
the insured deposits of Home Savings of America of Little Falls,
Minn.  The bank was closed on Friday, Feb. 24, 2012, by the Office
of the Comptroller of the Currency, which appointed the FDIC as
receiver.

The FDIC was unable to find another financial institution to take
over the banking operations of Home Savings of America.  The FDIC
will mail directly to depositors of Home Savings of America,
checks for the amount of their insured money.

Customers with questions about the transaction, including those
with accounts in excess of $250,000, should call the FDIC toll-
free at 1-800-523-8089.  Interested parties also can visit the
FDIC's Web site at

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

Beginning Monday, Feb. 27, 2012, insurance coverage of Home
Savings of America depositors with more than $250,000 at the bank
can be found on the FDIC's Web page "Is My Account Fully Insured?"
at http://www2.fdic.gov/dip/Index.asp

As of Dec. 31, 2011, Home Savings of America had $434.1 million in
total assets and $432.2 million in total deposits.  The amount of
uninsured deposits will be determined once the FDIC obtains
additional information from those customers.  The FDIC as receiver
will retain all the assets from Home Savings of America for later
disposition.  Loan customers should continue to make their
payments as usual.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $38.8 million.  Home Savings of America is the eleventh
FDIC-insured institution to fail in the nation this year, and the
second in Minnesota.  The last FDIC-insured institution closed in
the state was Patriot Bank Minnesota, Forest Lake, on Jan. 27,
2012.


HORIZON LINES: Board OKs $100,000 Bonus to Executive Officers
-------------------------------------------------------------
The Board of Directors of Horizon Lines, Inc., approved a bonus
plan and a management incentive plan.  Three of the Company's
named executive officers, as well as certain other employees,
participate in the two plans.

In connection with the bonus plan, the Company will pay $100,000
to each of Michael T. Avara, the Executive Vice President and
Chief Financial Officer, Brian Taylor, the Executive Vice
President and Chief Operating Officer and Michael F. Zendan II,
the Senior Vice President, General Counsel and Secretary by
Feb. 29, 2012.

The management incentive plan provides an additional opportunity
for Mr. Avara, Mr. Taylor and Mr. Zendan, if a Company financial
performance target and certain business goals are met during 2012.
The financial performance target is based on the Company's
Adjusted EBITDA for 2012, which is a non-GAAP financial measure
defined as net income plus net interest expense, income taxes,
depreciation and amortization, and excludes certain expenses and
costs related to the antitrust matters and related lawsuits, as
well as severance, restructuring and impairment charges.
Attainment of the business goals will be determined by the
Compensation Committee of the Board of Directors.

The management incentive plan target incentive award for each of
Mr. Avara, Mr. Taylor and Mr. Zendan is $100,000.  Sixty percent
of this amount will be paid if the Adjusted EBITDA target is met,
as measured at the end of 2012.  Forty percent of this amount will
be paid if and when the business goals are met during 2012.
Consequently, plan participants will receive payment of their full
target incentive award only if both the Adjusted EBITDA target and
the business goals are met.  No additional bonus over the amount
of the target incentive award is payable for exceeding either the
Adjusted EBITDA target or the business goals.  Generally, a named
executive officer must be employed by the Company on the date of
payment to receive any portion of his target incentive award under
the plan.

On Feb. 21, 2012, the Board of Directors authorized the Company to
enter into an indemnification agreement with Mr. Zendan.  The
Board of Directors also authorized the Company to enter into new
indemnification agreements to replace the current indemnification
agreements of Mr. Avara and Mr. Taylor.  The indemnification
agreements are considered to be important employee benefit
arrangements for the officers of the Company.  The prior
indemnification agreements of Mr. Avara and Mr. Taylor have been
updated to reflect the current organizational structure of the
Company.

                         About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

The Company's balance sheet at Sept. 25, 2011, showed
$677.4 million in total assets, $801.7 million in total
liabilities, and a stockholders' deficit of $124.3 million.

Ernst & Young LLP, in Charlotte, North Carolina, expressed
substantial doubt Horizon Lines' ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 26, 2010.  The independent auditors noted that there is
uncertainty that Horizon Lines will remain in compliance with
certain debt covenants throughout 2011 and will be able to cure
the acceleration clause contained in the convertible notes.

"The Company believes the Oct. 5, 2011 refinancing transactions
more fully described in Note 18 to these financial statements have
resolved the concern as to compliance with debt covenants
throughout the remainder of 2011," the Company said in the filing.
"In addition, the Company believes it will be in compliance with
its debt covenants through 2012."

                         Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                        *     *     *

As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Horizon
Lines Inc. to 'SD' from 'CCC'.

The rating action on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period.  "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.


HOSTESS BRANDS: Union Demands Shared Sacrifice for Survival
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Teamsters union said in a Feb. 24 filing in
Hostess Brands Inc.'s Chapter 11 case that "either everyone works
together to find a workable solution or it is hard to see how the
company survives."

At a trial to begin March 5, the baker of Wonder bread will ask
the bankruptcy court to terminate existing union contracts,
pension plans and retiree health benefit for the Teamsters and
bakery workers, Hostess's two largest unions.  While Hostess
blamed financial problems on uneconomic labor costs and retirement
benefits, the Teamsters has been arguing that Hostess' bankruptcy
was the result of an "unsustainable capital structure" on emerging
from the previous Chapter 11 reorganization.

According to the report, the Teamsters said that workers made $100
million of annual concessions in the first bankruptcy.  Labor
costs were one of few areas where the company's performance met
projections on emerging from the first reorganization, the union
said.  The Teamsters have been saying since the new bankruptcy
began that the union won't agree to concessions without knowing
what the new capital structure will be.  The union wants assurance
there will be "shared sacrifice by all constituents."

                        About Hostess Brands

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

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

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

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

Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
will head up the legal team for the committee.

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


HOVENSA LLC: Moody's Withdraws 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service withdrew HOVENSA L.L.C.'s Ba2 Corporate
Family Rating and the Ba2 long-term debt ratings on its tax-exempt
revenue bonds following the conclusion of the company's cash
tender offer for the bonds. The joint-venture announced on January
18, 2012 that it would shut down its 350,000 barrel per day
refinery in St. Croix in the first quarter of 2012, while
continuing to operate the site as an oil products terminal. The
cash tender offer expired on February 17, 2012, with virtually all
of the $355.7 million of the bonds tendered. HOVENSA funded the
tender from cash on hand and working capital liquidation at the
refinery.

Ratings withdrawn include five separate issuances by the Virgin
Islands Public Finance Authority totalling $355.7 million.

RATINGS RATIONALE

The sponsors decided to shut down the refinery, one of the largest
in the western hemisphere, based on continuing losses and limited
prospects for any near-term recovery in Hovensa's Atlantic Basin
markets. Moody's noted when the shutdown was announced that it
would not affect Hess Corporation's Baa2 long-term debt rating and
stable outlook, or PDVSA's B1 global local currency issuer rating.
Hess took a $525 million after-tax charge related to severance and
shuttering costs against its fourth quarter 2011 earnings to cover
its pro-rata share of any residual cash costs incurred in the
shuttering process. The shutdown should be largely completed with
any related liabilities paid out in 2012.

For Hess, the leverage and liquidity impacts will be fairly small
given an outlook for strong crude prices, its crude-weighted
upstream production profile, and its solid liquidity position,
which included $351 million in cash as of December 30, 2011, and a
$4 billion revolving credit facility, substantially all of which
was unutilized. In addition, Hess should be able to replace
HOVENSA product supplies for its retail marketing system using
plentiful market supplies in the Atlantic Basin.

PDVSA, like Hess, has continued to support HOVENSA's crude supply
needs and working capital and liquidity. While HOVENSA provided a
secure outlet for significant volumes of PDVSA's Mesa and Merey
crudes, the loss of this outlet and residual cash costs of the
shutdown will not materially affect the Venezuelan state oil
company's financial and operating position.

The principal methodology used in rating HOVENSA was the Global
Refining and Marketing 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.

Moody's current ratings for HOVENSA LLC's owner/sponsors are:

Hess Corporation

Senior Unsecured (domestic currency) Rating of Baa2

Senior Unsec. Shelf (domestic currency) Rating of (P)Baa2

Subordinate Shelf (domestic currency) Rating of (P)Baa3

Pref. Shelf (domestic currency) Rating of (P)Ba1

Preferred shelf -- PS2 (domestic currency) Rating of (P)Ba1

Petroleos de Venezuela, S.A.

LT Issuer Rating (domestic currency) of B1


IMPLANT SCIENCES: DMRJ Group Extends Debt Maturity to Sept. 30
--------------------------------------------------------------
Implant Sciences Corporation has renegotiated its credit
agreements with its senior secured investor, DMRJ Group LLC.

On Feb. 21, 2012, DMRJ agreed to extend the maturity of all
Implant Sciences' indebtedness to Sept. 30, 2012.  No other terms
of the credit facility were changed.

DMRJ Managing Director, David Levy commented, "Implant Sciences
has made significant progress in achieving market success.  They
are shipping QS-B220 systems internationally, and have developed
strong relationships with TSL and TSA, which are so critical to
the domestic market."

Implant Sciences President and CEO, Glenn D. Bolduc added, "The
willingness of DMRJ to extend our credit line well before its
current expiration date is a true vote of confidence in the
Company's products and technology.  This is a critical period for
Implant Sciences, and their cooperation and support is very
helpful in allowing us to focus on reaching our goals."

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The Company reported a net loss of $15.55 million for the year
ended June 30, 2011, compared with a net loss of $15.52 million
during the prior year.

The Company reported a net loss of $6.36 million on $2.16 million
of revenue for the six months ended Dec. 31, 2011, compared with a
net loss of $10.03 million on $4.15 million of revenue for the
same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $7 million in
total assets, $33.03 million in total liabilities and a $26.03
million in total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has had recurring net
losses and continues to experience negative cash flows from
operations.   As of Sept. 30, 2011, the Company's principal
obligation to its primary lender was approximately $23,115,000
with accrued interest of approximately $1,705,000.

                       Bankruptcy Warning

The Company's ability to comply with its debt covenants in the
future depends on its ability to generate sufficient sales and to
control expenses, and will require the Company to seek additional
capital through private financing sources.  In addition, the
Company will require substantial funds for further research and
development, regulatory approvals, and the marketing of its
explosives detection products.  The Company's capital requirements
depend on numerous factors, including but not limited to the
progress of the Company's research and development programs; the
cost of filing, prosecuting, defending and enforcing any
intellectual property rights; competing technological and market
developments; changes in the Company's development of
commercialization activities and arrangements; and the hiring of
additional personnel, and acquiring capital equipment.  There can
be no assurances that the Company will achieve its forecasted
financial results or that the Company will be able to raise
additional capital to operate its business.

Any failure to comply with the Company's debt covenants, to
achieve its projections or obtain sufficient capital on acceptable
terms would have a material adverse impact on the Company's
liquidity, financial condition and operations and could force the
Company to curtail or discontinue operations entirely or file for
protection under bankruptcy laws.


INDIANAPOLIS DOWNS: Wants Plan Filing Exclusivity Until March 19
----------------------------------------------------------------
BankruptcyData.com reports that Indianapolis Downs filed with the
U.S. Bankruptcy Court an amended motion for an order extending the
exclusive period during which the Debtors can file a Chapter 11
plan and solicit acceptances thereof through and including
March 19, 2012 and May 7, 2012, respectively.

According to Indianapolis Downs, "During the current exclusivity
period, the Debtors evaluated whether to proceed with a sale of
their assets or a plan of reorganization (or to pursue the two
paths in parallel). The Debtors also engaged in negotiations with
their two major creditor constituents with regard to potential
restructuring alternatives. In addition, within the last forty-
five (45) days the Debtors received one written and two verbal
indications of interest from strategic buyers. The Debtors have
determined that proceeding on a parallel process is their
preferred alternative if the terms of the process can be agreed to
by their major creditor constituencies -- Fortress and the Ad Hoc
Second Lien Committee."

                     About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INDYMAC BANK: Former CEO Gets Chance to Appeal $600MM FDIC Case
---------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that former IndyMac
Bank FSB CEO Michael Perry will have the chance to eliminate
federal regulators' $600 million negligence suit stemming from the
bank's failure after a California federal judge certified his
interlocutory appeal of the denial of his motion to dismiss the
case.

                        About IndyMac Bank

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

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

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


INNER CITY: Yucaipa, Fortress Taking Over Stations WLIB and WBLS
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Inner City Media Corp. attracted no competing bids at
auction, prompting the bankruptcy judge to sign an order on
Feb. 23 selling the Debtor's radio stations to secured lenders
Yucaipa Cos. and Fortress Investment Group LLC.

Mr. Rochelle notes that the original proposal was for the lenders,
owed $228 million, to take ownership through confirmation of a
Chapter 11 plan.  It turned out that confirming a plan would
result in a $31 million tax claim, making reorganization
impossible.  To accomplish the same result, Yucaipa and Fortress
agreed to purchase the business through a sale by exchanging some
of the debt for ownership, along with some cash.  In addition, the
buyers will pay Inner City's non-bankrupt owner $2.75 million for
trademarks and other intellectual property.

                     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 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.


JAMES RIVER: Blue Diamond Imminent Danger Order Lifted
------------------------------------------------------
Blue Diamond Coal Company, a subsidiary of James River Coal
Company, received an imminent danger order under section 107(a) of
the Mine Act alleging that an individual miner in Mine #75, in
Perry County, Kentucky, was observed traveling by foot between the
low structure and the continuous haulage system while the
equipment was in use.  Upon issuance of the imminent danger order,
the equipment was stopped, the individual miner was removed from
the area, and the imminent danger order was immediately
terminated.  No injuries occurred and the order did not require
withdrawal of miners from the mine.

Blue Diamond maintains a safety policy prohibiting miners from
placing themselves in pinch points while equipment is operating.
The mine workforce has been retrained on this policy.

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company reported a net loss of $10.54 million on
$820.47 million of total revenue for the nine months ended
Sept. 30, 2011, compared with net income of $52.29 million on
$539.06 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.38 billion in total assets, $929.56 million in total
liabilities, and $451.26 million in total shareholders' equity.

                           *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JEFFERSON COUNTY, AL: JPMorgan Stalling Fraud Suit, Says Insurer
----------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that Assured
Guaranty Municipal Corp. on Thursday told the bankruptcy court
overseeing Jefferson County, Ala.'s $4 billion Chapter 9 case that
JPMorgan Chase Bank NA is improperly trying to use the proceeding
to stall the municipal bond insurer's fraud suit against it in New
York.

Meanwhile, American Bankruptcy Institute reports that Bankruptcy
Judge Thomas Bennett, presiding over the $4.23 billion chapter 9
proceeding of Jefferson County, Ala., said Thursday that he wants
guidance from the state's highest court on a dispute that could
scuttle the bankruptcy case.

                      About Jefferson County

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

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

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

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

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

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

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

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


JEFFERSON COUNTY: S&P Keeps 'C' Rating on Various Warrants Series
-----------------------------------------------------------------
Standard & Poor's Ratings Services kept its 'C' underlying rating
on Jefferson County, Ala.'s series 2000 limited-tax general
obligation warrants and series 2003A and 2004A GO warrants on
CreditWatch with negative implications, where it was placed on
Nov. 11, 2011.

'The 'C' rating reflects our view of the county's fiscal stress of
the county as evident in the November Chapter 9 bankruptcy
filing," said Standard & Poor's credit analyst Brian Marshall.
"The CreditWatch listing continues to reflect the likelihood that
we could lower the ratings in the short term because of nonpayment
on these rated obligations," Mr. Marshall added.


LA JOLLA: Patent for GCS-100 to Issue on March 6
------------------------------------------------
La Jolla Pharmaceutical Company received from the U.S. Patent and
Trademark Office a notification of issuance for the Company's
patent application covering certain claims relating to GCS-100, a
galectin-3 inhibitor that is being studied for the treatment of
cancer and chronic organ failure.  The patent is expected to issue
on or about March 6, 2012, and will expire on March 13, 2028,
without giving effect to any potential patent term extensions that
may be available in the future under the Hatch-Waxman Amendments
to the Drug Price Competition and Patent Term Restoration Act of
1984.

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

La Jolla's balance sheet at Sept. 30, 2011, showed $5.51 million
in total assets, $2.62 million in total liabilities, all current,
$5.14 million in Series C-1 1 redeemable convertible preferred
stock, and a $2.25 million total stockholders' deficit.

The Company reported a net loss of $3.76 million in 2010 and a
net loss of $8.63 million in 2009.

The Company has a history of recurring losses from operations and,
as of Sept. 30, 2011, the Company had no revenue sources, an
accumulated deficit of $426,306,000 and available cash and cash
equivalents of $5,502,000 of which up to $5,140,000 could be
required to be paid upon the exercise of redemption rights under
the Company's outstanding preferred securities.  That redemption
was not considered probable as of Sept. 30, 2011.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in 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 from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LOS ANGELES DODGERS: 3rd Round of Bidding Begins This Week
----------------------------------------------------------
The Wall Street Journal's Matthew Futterman reports that people
with knowledge of the sales process said Feb. 27 that the Los
Angeles Dodgers received multiple bids worth $1.2 billion to
$1.5 billion apiece during the second round of bidding.

According to WSJ, the Dodgers said its representatives at the
Blackstone Group LP "have evaluated the bids submitted on February
23rd and have notified the parties that have been selected to
advance to the next round.  The identities of these parties are
being provided to Major League Baseball and they will be meeting
with the MLB Ownership Committee."

People familiar with the matter told the Journal that bidders
advancing to the third round included:

     * hedge fund manager Steven Cohen,

     * a group that includes media investor Leo Hindery, financier
       Marc Utay and investor Tom Barrack; and

     * a group led by NBA Hall of Famer Magic Johnson and former
       baseball executive Stan Kasten.

The sources said other bidders who remain are St. Louis Rams owner
Stan Kroenke and Jared Kushner, owner of the New York Observer.

The sources also said former Dodgers owner Peter O'Malley and Los
Angeles developer Rick Caruso, who had submitted proposals in the
first round of bidding, didn't advance through the second round.
A spokesman for Mr. Caruso declined to comment.  Mr. Caruso had
partnered with former New York Yankees and Dodgers manager Joe
Torre.  Mr. O'Malley declined to comment.

Pete Brush at Bankruptcy Law360 reports that former Los Angeles
Dodgers manager Joe Torre and a real estate developer have backed
out of bidding for the team, citing current owner Frank McCourt's
refusal to include parking lot assets in a bankruptcy sale,
according to a letter published Thursday.

Executives with Major League Baseball will begin a new round of
vetting for potential owners this week.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.

On Feb. 22, 2012, the Bankruptcy Court approved the disclosure
statement explaining the Dodgers' Chapter 11 bankruptcy plan.
The Plan contemplates that all creditor claims will be satisfied
in full either through their assumption by the reorganized debtors
or by the payment of cash from proceeds from the sale of the team.
Only one creditor -- the parent of the holding company for the
team -- may vote on the plan by March 16.


LSP ENERGY: Bondholders File Collateral Support Statement
---------------------------------------------------------
BankruptcyData.com reports that an informal group of holders of
LSP Energy Limited Partnership's 7.164% Series C Senior Secured
Bonds due January 15, 2014 and 8.160% Series D Senior Secured
Bonds due July 15, 2025 and D.I.P. lenders filed with the U.S.
Bankruptcy Court a statement (I) in support of the Debtors' motion
for use of cash collateral and incurrence of D.I.P. financing and
(II) in opposition to the objection of two affiliated bondholders
(Luminus) thereto.

The statement explains, "There is an inference in the Luminus
Objection that the DIP Facility is intended as a vehicle for the
DIP Lenders to control the process. This is simply not true.
First, as noted above, the DIP Facility was available to the
entire Informal Group, not just the two Informal Group
participants who ultimately agreed to become the DIP Lenders.
Second, the DIP Lenders have informed the Debtors and Luminus that
other holders of the Bonds, including Luminus, are welcome to
participate in the DIP Facility if they agree to its terms as
drafted and are otherwise in general agreement with the objectives
of the Informal Group as set forth in the 'restructuring term
sheet' described in the Cash Collateral/DIP Motion as the RTS.'
Luminus has rejected the possibility of participating in the DIP
Facility because, among other reasons, Luminus does not support
the RTS. While this is Luminus' right, of course, it belies the
suggestion that the DIP Lenders are seeking to control the DIP
Facility for their own benefit rather than providing a DIP
Facility for the benefit of all of the Prepetition Secured
Parties."

                          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).


MADAWASKA HARDSCAPE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Madawaska Hardscape Products, Inc.
        3146 Wade Hampton Boulevard
        Taylors, SC 29687

Bankruptcy Case No.: 12-01093

Chapter 11 Petition Date: February 22, 2012

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: John E. Waites

Debtor's Counsel: Robert A. Pohl, Esq.
                  STODGHILL LAW FIRM CHARTERED
                  201 East McBee Avenue, Suite 300A
                  Greenville, SC 29601
                  Tel: (864) 271-0966
                  Fax: (864) 770-6167
                  E-mail: rpohl@stodghill-law.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/scb12-01093.pdf

The petition was signed by Daniel B. Albert, president.


MADISON 92ND: Hearing on Plan Disclosures Resumes Today
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing today Feb. 28, 2012, at 10:00 a.m., to
consider the adequacy of the Disclosure Statement explaining
Madison 92nd Street Associates, LLC's Chapter 11 Plan.

As reported in the Troubled Company Reporter on Dec. 28, 2011,
according to the Disclosure Statement, the cornerstone of the Plan
is the sale of the hotel and pursuit of causes of action.  It is
expected, but not guaranteed, that the net sale proceeds will be
sufficient to pay all creditors in full.  However, Courtyard
Marriott Corporation, the manager of the hotel, may attempt to
assert a large rejection claim.  While the Proponent believes that
no such claim would be allowed, it believes that any such claim
will be below $500,000, and possibly zero.  Moreover, the
Proponent believes that Courtyard Marriott and affiliates will owe
the Debtor for damages resulting from its malfeasance in the
Courtyard Action, and in the Rejection Motion.  However, in the
event that the Court approves a larger rejection claim than the
Debtor expects, the Plan will not be held up and can still
confirm, as the Plan essentially represents a "pot plan", whereby
the net proceeds of the sale of the hotel will be distributed to
creditors in order of priority in accordance with the terms of the
Plan.

The Plan is intended to enable the Debtor to conduct the sale
without the likelihood of a subsequent liquidation or the need for
further financial reorganization.  The Proponent believes that the
Debtor will be able to perform its obligations under the Plan and
meet its expenses after the Effective Date without further
financial reorganization.  Also, the Proponent believes that the
Plan permits fair and equitable recoveries, while expediting the
closing of the Chapter 11 Case.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/MADISON_92ND_ds.pdf

                         Objections Filed

Party-in-interest the New York Hotel & Motel Trades Council, AFL-
CIO asked the Court to deny approval of the Disclosure Statement.

According to the Union, both the Disclosure Statement motion and
the Sales procedure motion are the latest installments in the
Debtor's continuing "union-busting" efforts, which are not only
improper, but detrimental to the Debtor's estate and its
creditors.

The Union continued that the implied premise of the Debtor's
contemplated sale of the hotel and proposed Plan is that greater
value can be obtained only from the sale of the hotel without its
unionized workforce.  The Disclosure Statement, however, ignores
the detrimental effects that will accompany an absence of labor
peace at the hotel, as disruptions in operations and profitability
in the face of a picket line and public boycott campaign, well as
unfair labor practice charges and court actions against any
purchaser which violates the rights of the workforce following the
acquisition of the hotel.

At the Feb. 28 hearing, the Court will also consider the Debtor's
motions to (i) use the cash collateral; and (ii) reject management
agreement; extend its exclusive periods to file and solicit
acceptances for the proposed Plan.  As reported in the Troubled
Company Reporter on Dec. 20, 2011, the Debtor is asking the Court
to extend its exclusive periods to file and solicit acceptances
for the proposed plan of reorganization until March 14, and
May 14, respectively.

The Union is represented by:

          Norman N. Kinel, Esq.
          Terence D. Watson, Esq.
          LOWENSTEIN SANDLER PC
          1251 Avenue of the Americas, 18th Floor
          New York, NY 10020
          Tel: (212) 262-6700
          Fax: (212) 262-7402
          E-mail: nkinel@lowenstein.com

                - and -

          Barry N. Saltzman, Esq.
          PITTA & GIBLIN, LLP
          120 Broadway, 28th Floor
          New York, NY 10271
          Tel: (212) 652-3890
          Fax: (212) 652-3891
          E-mail: bsaltzman@pittagiblin.com

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel.


MADISON 92ND: U.S. Trustee Wants Chapter 11 Trustee to Take Over
----------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Southern District of New York to direct
the appointment of a Chapter 11 trustee in the case of Madison
92nd Street Associates, LLC or, in the alternative, dismiss or
convert the case to one under Chapter 7 of the Bankruptcy Code.

The U.S. Trustee relates that Thomas R. Slome, Esq., examiner in
the case, has concluded that the fundamental issue in the case is
the inability by the two separate groups of equity holders of the
Debtor to agree upon a single course of action.  Specifically, the
main asset owned by the Debtor is a hotel.  The equity owners
cannot agree whether to sell the hotel or to restructure the
mortgage on the hotel.

In his first report, the examiner recommended as a first
preference that one group of equity holders purchase the equity
interest of the other group of equity holders, and second, if this
was not possible, that the equity holders all agree to an auction
of the hotel.

The examiner further recommended that if the equity holders could
not agree on a course of action, that the Court appoint a Chapter
11 trustee.  At this juncture, since the equity holders have not
agreed to a compromise, it is in the interest of creditors that a
Chapter 11 trustee be appointed.

The U.S. Trustee set a March 6, 2012, hearing at 10:00 a.m., on
its request for trustee appointment.  Objections, if any, are due
March 1.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel.


MAQ MANAGEMENT: Withdraws Auction-Based Chapter 11 Plan
-------------------------------------------------------
MAQ Management, Inc., has withdrawn its amended Chapter 11 plan of
reorganization and the explanatory disclosure statement filed with
the U.S. Bankruptcy Court for the Southern District of  Florida.

The Hon. Erik P. Kimball has also vacated the previous order
conditionally approving the disclosure statement.

As reported in the Troubled Company Reporter on Nov. 30, 2011, the
chapter 11 plan filed by the Debtors is based upon an auction of
several properties which will enable the claimants to receive the
release prices for their respective collateral in full
satisfaction of their claims.  In the event a particular
claimant's collateral is not sold above the release price, the
Debtor will surrender the collateral in full satisfaction of the
Claim.  The auction liquidates vacant and/or non- or
underperforming collateral and reduces the Debtors' overall
obligations by nearly $14 million.  A copy of the Disclosure
Statement is available at http://bankrupt.com/misc/MAQ_ds.pdf

                       About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

Richard J. McIntyre, Esq., and Chirstopher C. Todd, Esq., at
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
in Tampa, Florida, serve the Debtors as substitute counsel.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.
stores and gas stations in primarily in South Florida.

As reported in the TCR on Oct. 21, 2011, MAQ Management, Inc., et
al., filed their Consolidated Chapter 11 Plan of Reorganization,
with the U.S. Bankruptcy Court for the Southern District of
Florida, in compliance with the Court's Order.


MARCO POLO: Looks for Exclusivity Until March 31
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that Seaarland Shipping Management filed papers in bankruptcy
court last week admitting it may not be possible to negotiate a
reorganization plan that satisfies both of the primary secured
lenders, Royal Bank of Scotland and Credit Agricole Corporate &
Investment Bank.  With the exclusive right to propose a Chapter 11
plan ending on Feb. 29, the company filed papers last week to
extend so-called exclusivity until March 31. The hearing on the
exclusivity motion will take place March 1.

                          About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.  The company started a lawsuit against the two
creditors in January 2012.

The cases are before Judge James M. Peck.  Evan D. Flaschen, Esq.,
Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at Bracewell
& Giuliani LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Kurtzman Carson Consultants LLC serves as notice and
claims agent.

The petition noted that the Debtors' assets and debts are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed three members to serve on the Official Committee of
Unsecured Creditors.  The Committee has retained Blank Rome LLP as
its attorney.

Creditor Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.

Gregory M. Petrick, Esq., Ingrid Bagby, Esq., and Sharon J.
Richardson, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, represents secured creditor and post-petition lender The
Royal bank of Scotland plc.


MERIDIAN SHOPPING: Hires Dennis Yan as Attorney
-----------------------------------------------
Meridian Shopping Center, LLC, sought and obtained permission from
the U.S. Bankruptcy Court for the Northern District of California
to employ Dennis Yan as its attorney.

Mr. Yan has agreed to work on hourly basis at $250 per hour.  No
payment was made to Mr. Yan prior to the filing of the petition.

To the best of the Debtor's knowledge, neither Mr. Yan nor any
member of his office has any interest adverse in the Debtor's case
or in any of the matters upon which he is to be engaged, and the
Debtor believes Mr. Yan's employment would be in the best
interests of the estate.

Meridian Shopping Center LLC owns and operates the shopping center
Meridian Park Plaza in Milpitas, California.  Meridian Shopping
Center filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case
No. 12-50380) on Jan. 18, 2012.  Judge Stephen L. Johnson presides
over the case.  The Debtor scheduled $14,000,000 in assets and
$10,912,623 in liabilities.  The petition was signed by John Wynn,
manager.


MF GLOBAL: JPM Cash Account Not Tied to Customer Cash
-----------------------------------------------------
Louis J. Freeh, the Chapter 11 trustee for MF Global Holdings
Ltd. and its debtor affiliates' bankruptcy, submitted to Judge
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York on February 16, 2012, a forensic analysis of
the cash collateral held in the bank account of MF Global Finance
USA, Inc. at JPMorgan Chase.

According to the report, MF Global Finance or FINCO's cash
account had an ending balance of $25.3 million as of October 28,
2011.  Bloomberg News pointed out that although JPMorgan gave
permission to use cash in the account, some customers of MF
Global Inc. objected that some of the $25.3 million might have
been taken improperly of from their segregated accounts.  In
handing down his final approval of the cash collateral use in
December 2011, the Court expressed concerns regarding whether any
of the cash held in the JPM Account contained the cash of
customers at MFGI, the Chapter 11 Trustee said.

On February 6, the trustee overseeing the liquidation of MFGI
under the Securities and Investor Protection Act said in a
preliminary report that MFGI's shortfall, which is estimated to
be at $1.6 billion, began on October 26.  The SIPA Trustee found
that approximately $105 billion in cash transactions were made in
and out of MFGI in the last week before the bankruptcy.  The
ultimate recipients of those transfers were banks, exchanges,
clearinghouses, MFGI affiliates, among other parties, according
to the SIPA Trustee.

In his February 16 report, the Chapter 11 Trustee said he does
not believe that the JPM Account contains any cash that should
have been held in customer segregated accounts.

At the Court's directive, the Chapter 11 Trustee and his advisors
conducted an investigation focusing on the 100 inflows totaling
$1,762,100,000 and 108 outflows totaling $1,769,600,000 during
October 2011.  Out of the $1.75 billion, only $33.5 million
originated from a bank account maintained by MFGI that contained
customer funds, the Chapter 11 Trustee explained.  All
transactions between this MFGI customer funding account and the
JPM Account were on account of customer margin loans, the Chapter
11 Trustee explained.  These transactions were part of the
ordinary operating procedures of both MFGI and FINCO, the Chapter
11 Trustee added.

Of the more than $1.75 billion in inflows into the JPM Account
during October 2011, more than $950 million is attributable to
receipts from MFGH, the Chapter 11 Trustee continued.  This sum
represents borrowings made under the RCF during the month of
October 2011, said the Chapter 11 Trustee.  "Clearly, those
inflows cannot be tied to customer cash.  In addition, a review
of the cash inflows from other sources (mostly, unregulated FINCO
affiliates) does not involve any segregated MFGI customer funds,"
the Chapter 11 Trustee continued.

"Substantially all of the payments into the JPM Account from
these MFGI accounts represent repayments of borrowings made under
the Debtors' revolving credit facility with JPM and the other
lenders party thereto or 'RCF', or repayments of short-term
working capital loans made by FINCO to MFGI," the Chapter 11
Trustee stated.  Indeed, when the bankruptcy began, $1.17 billion
was owing on the revolving credit, Bloomberg disclosed.  As of
December 31, 2011, the available cash collateral funds provided
by JPMorgan is $21.05 million, according to a January monthly
operating report.

During the period of October 26 to October 28, 2012 (the last day
of trading), only $7.5 million was sent by MFGI into the JPM
Account, the Chapter 11 Trustee noted.  During the period of
October 26th through October 28th, there was a total of $322
million in inflows into the JPM Account (including the $7.5
million), the Chapter 11 Trustee continued.  During this same
period, there were more than $773 million in outflows from the
FINCO account, of which $697 million was sent to MFGI, the
Chapter 11 Trustee added.

The Chapter 11 Trustee prepared a Powerpoint presentation
regarding the cash account review.  "The presentation is the
result of a time-consuming, labor-intensive and thorough analysis
by him and his professionals required to address the concerns of
not only the Court, but also the concerns of the customers of
MFGI," said the Chapter 11 Trustee.

The Chapter 11 Trustee's advisors discussed the PowerPoint
presentation with representatives of the SIPA Trustee.  The
Chapter 11 Trustee said the SIPA Trustee agrees with the
conclusion that the cash in the JPM Account as of the Petition
Date does not appear to include misappropriated MFGI customer
funds.  Neither the Chapter 11 Trustee, nor the SIPA Trustee is
aware of any evidence indicating that the JPM Account contains
misdirected or misappropriated MFGI customer funds.  The SIPA
Trustee, however, fully reserves his rights with respect to any
other opinions and characterizations contained in the PowerPoint
presentation.

A full-text copy of the forensic report, together with the
Powerpoint presentation, is available for free at:

  http://bankrupt.com/misc/MFGlobal_Feb16CashAccountReview.pdf

                MFGI Customers React to Report

James Koutoulas, Esq., counsel to the Commodity Customer
Coalition, reacted to the Chapter 11 Trustee's report, saying
that it applies only to one account, something, he says, many
customers may not understand, Reuters reported.

"Everyone's freaking out today," Mr. Koutoulas told Reuters.
"Customers, people calling me, or going on Twitter.  I just want
to make very clear that it's just one account.  This has nothing
to do with the far greater picture of the shortfall."

Despite the Chapter 11 Trustee's report, the investigation into
where customer ended up is ongoing, the SIPA Trustee's
spokesperson confirmed to Reuters.  "We don't disagree with the
report about what the MF Global Holdings Trustee's limited
inquiry into an account.  In our effort to identify and return
property to former customers, our investigation continues into
accounts at relevant banks and depositories," Reuters quoted Kent
Jarrell, spokesperson for the SIPA Trustee, as saying.

                       *     *     *

Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP, counsel for
the Chapter 11 Trustee, told Judge Glenn that it was unlikely
that money from the firm's customer accounts, which are missing
an estimated $1.2 billion, could have been used for insurance
payments to cover legal defense costs for MF Global's executives,
Hilary Russ of BankruptcyLaw360 reported.  "It's hard to imagine
that the source of the payments would have been anything other
than appropriate sources," the report said citing Mr. Marinuzzi.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: SIPA Trustee Says Customer Shortfall at $1.6 Billion
---------------------------------------------------------------
James W. Giddens, the trustee for the liquidation of the business
of MF Global, Inc. under the Securities and Investor Protection
Act, announced on February 10, 2012, that there is at least a
$1.6 billion gap between the value of his estimate of potentially
allowable commodities claims and the assets that are currently
under the SIPA Trustee's control.

The SIPA Trustee recognized that this reconfigured estimate is
expected to change over time as claims are processed and assets
recovered, and depending on claims reconciliation and the
ultimate outcome of claims that he may contest, the estimated
deficiency may rise or fall in significant amounts.  The estimate
applies to claims from commodities customers who traded on US
exchanges, as well as commodities customers who traded on foreign
exchanges, including approximately $700 million that the Trustee
is disputing with the Joint Special Administrators of MF Global
UK Limited.

The gap was calculated after counting about $6.9 billion in
claims by commodity customers, the SIPA Trustee's spokesperson
Kent Jarrell told Bloomberg News.  The SIPA Trustee has returned
approximately $3.9 billion in property from U.S. depositories to
former commodities customers in three bulk transfers since MF
Global went into bankruptcy on October 31, 2011.

This means there's a shortfall of "at least $1.6 billion" to pay
the remaining $3 billion owed to those customers, Mr. Jarrell
explained in an e-mail sent to Bloomberg.  It's a different
calculation from the previous one involving missing funds of $1.2
billion, Mr. Jarrell added.

Currently, the SIPA Trustee has approximately $1.4 billion in
assets under his control, which is being held in reserve.

The SIPA Trustee is eager to make additional distributions to
former MF Global Inc. customers as soon as possible.  However,
the SIPA Trustee is required by law to hold an appropriate
reserve of funds until disputed claims are resolved either
through negotiation or by the Court.  At this time, the SIPA
Trustee anticipates significant disputed claims against the MF
Global Inc. estate by MF Global Holdings Ltd., MF Global UK
Limited, and other entities.

Early estimates of the analysis of commodities claims show
approximately 40% of the US commodity claims came from five
states: California, Florida, Illinois, New York and Texas.
Approximately 91% of all commodities claims seek less than
$100,000, taking into account the previous return of 72% of the
US segregated customer property to former retail customers with
US futures positions.

A separate report by Reuters noted that the $1.6 billion estimate
represents a best-case scenario in which the brokerage's entire
$1.4 billion reserve can go to customers.

Customer advocate group the Commodity Customer Coalition said
plenty of gray area still remains, Reuters continued.  "There's
no doubt that there are duplicate claims or claims that will be
disallowed that will bring the number down," John Roe, the
group's co-founder, told Reuters.   "He's looking at it from two
sides of the ledger.  He's taking what they've recovered and what
people have claimed.  We still don't really know what the hole
is."

In other news, the U.S. Securities and Exchange Commission
Chairman Mary Schapiro said she expected 85% of MFGI former
securities customers will be paid in full, Jesse Hamilton of
Bloomberg News reported.  The Commissioner added that the
liquidation of the brokerage firm should return most of those
funds from about 320 securities accounts, which represented a
fraction of the brokerage's commodities-focused business, the
report added.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: $17.8-Mil. Cash Available for Use as of Feb. 17
----------------------------------------------------------
Pursuant to the bankruptcy court's final cash collateral order,
Louis J. Freeh, the Chapter 11 trustee for MF Global Holdings
Ltd. and its debtor affiliates' bankruptcy, submitted to the court
cash collateral budgets approved in January 2012.  The Chapter 11
Trustee expects to have $17.84 million in cash available for use
as of Feb. 17, 2012.

Schedules of the Cash Collateral Forecast for the weeks
December 31, 2011 to January 27, 2012, January 7, 2012 to
February 3, 2012, January 14, 2012 to February 10, 2012, and
January 21, 2012 to February 17, 2012, are available for free at:

            http://ResearchArchives.com/t/s?7793

According to MF Global Bankruptcy News, Issue No. 10, schedules of
the Cash Collateral Forecast for the weeks December 10, 2011 to
January 6, 2012, December 17, 2011 to January 13, 2012, and
December 24, 2011 to January 20, 2012, are available for free at
http://ResearchArchives.com/t/s?777d

As reported in the Jan. 6, 2012 edition of the TCR, the Chapter 11
trustee previously obtained approval from Judge Martin Glenn to
continue using up to $21.3 million in cash collateral securing
their indebtedness to JPMorgan Chase & Co.  The funds will be used
to pay for operations, including payment of fees to the trustee
overseeing the liquidation of MF Global Inc. under the Securities
Investor Protect Act and other professionals involved in the
firm's wind-down.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Sapere Says Creditors Should Be Out of SIPA Proceeding
-----------------------------------------------------------------
The Statutory Creditors' Committee of MF Global Holdings Ltd. has
no economic interest in MF Global Inc.'s proceeding under the
Securities Investor Protection Act of 1970 so it cannot intervene
in the SIPA proceedings, Sapere Wealth Management, LLC, Granite
Asset Management, and Sapere CTA Fund L.P. assert in court
papers.

According to Sapere, under SIPA, the Bankruptcy Code, and the
CFTC Part 190 Regulations under SIPA, MFGI's commodities
customers have an exclusive right to customer property before any
general creditors.  This exclusive right cannot be circumvented
and is a cornerstone of the protections espoused in controlling
law, Sapere asserts.

Sapere also asserts that allowing the MFGH Creditors' Committee
to intervene in the SIPA proceedings presents a manifest
injustice because MFGI commodities customers have no
representation on any committee equivalent to the MFGH Creditors'
Committee in the Chapter 11 cases.

As reported in MF Global Bankruptcy News, Issue No. 10, the
Official Committee of Unsecured Creditors of MF Global Holdings
Ltd., et al., filed with the Court an opening memorandum in
support of its right to appear and be heard in the liquidation
of MF Global Inc. under the Securities Investor Protection Act.

The filing is in light of a Court-approved stipulation concerning
briefing with respect to the Creditors' Committee's right to
appear and be heard in MFGI's SIPA Proceeding.

Specifically, the Creditors' Committee asks the Court to grant
it, as an "interested entity" under Rule 2018(a) of the Federal
Rules of Bankruptcy Procedure, intervention in the SIPA Case to
enable it to appear and be heard on any issue affecting the
return to the Creditors' Committee's constituency.  The
Creditors' Committee says it does not automatically have those
rights pursuant to Section 502(a) of the Bankruptcy Code, made
applicable to the SIPA Case by Section 78fff(b) of the SIPA.

                      Proceedings Intertwined

Representing the Creditors Committee, Martin J. Bienenstock, Esq.,
at Dewey & LeBoeuf LLP, in New York, asserts that the Chapter 11
Debtors' cases and the SIPA Case are closely intertwined.  He
notes that MFGI owes at least $470 million to MF Global Finance
USA Inc.  The Chapter 11 Debtors also share with the SIPA estate
the cost of certain facilities, computer systems, employees and
books and records, he points out.

Shortly before the bankruptcy filing, MFGH/MFGF drew down at
least $952 million of a $1.2 billion credit facility and yet
filed their Chapter 11 cases with only approximately $26 million
in their bank accounts, Mr. Bienenstock says.  It appears that
all or a significant portion of those funds were provided to or
for the benefit of MFGI, he alleges.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: NFA Says Payouts Should Follow Commodity Broker Rules
----------------------------------------------------------------
Various entities, including the Chapter 11 trustee of MF Global
Holdings Ltd.'s bankruptcy case, react to the memoranda regarding
the legal principles and framework for the allocation and
distribution of customer property filed by James W. Giddens,
trustee for the liquidation of the business of MF Global Inc.
under the Securities Investor Protection Act.  The Jan. 25, 2012
edition of the TCR reported on the briefs filed by, among others,
the statutory committee of unsecured creditors, the Chapter 11
trustee MF Global Holdings Ltd., and various customers.

According to MF Global Bankruptcy News, the National Futures
Association has joined parties that have filed amicus curiae
briefs in connection with the asset distribution.

NFA says it has filed a brief to provide the bankruptcy court with
the association's regulatory perspective regarding the handling of
customer funds held to margin futures positions.

NFA said allowing these funds to lose their character in a
proceeding under the Securities Investor Protection Act of 1970
or due to a futures commission merchant's failure to segregate
them properly would frustrate Congress's intent and could lead to
drastically reduced liquidity and a serious loss of confidence in
these vital financial markets.

NFA explained that Chapter 7 of Title 11 contains special
provisions in subchapter IV with respect to commodity broker
cases, and Commodity Futures Trading Commission regulations set
out the procedures to be followed for ascertaining and
distributing commodity customer property.  These requirements
also apply in a SIPA liquidation case with respect to a
securities broker dealer that is also a commodity broker, NFA
said.

Federal law requires FCMs to segregate customer assets deposited
and maintained to margin U.S. futures transactions and has
analogous requirements with regard to foreign futures, NFA noted.
The character of these assets -- and the corresponding priority -
- does not change merely because an FCM may have violated its
legal obligation to segregate the funds, NFA told the Court.

NFA is represented by:

        Robert C. Mendelson, Esq.
        Joshua R. Blackman, Esq.
        MORGAN, LEWIS & BOCKIUS LLP
        101 Park Avenue
        New York, NY 10178
        Tel: (212) 309-6000
        Fax: (212) 309-6001
        E-mail: rmendelson@morganlewis.com
                jblackman@morganlewis.com

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: SIPC Has Letter on SIPA Trustee Counsel Fee Oversight
----------------------------------------------------------------
Josephine Wang, Esq., general counsel of the Securities Investor
Protection Corporation, in Washington, D.C., wrote a letter to
the Court to give additional details on the SIPC's role in
liquidations under the Securities Investor Protection Act and the
engagement of a SIPA Trustee's counsel and their compensation.

Congress created SIPC in 1970 to administer and enforce the
provisions of the SIPA.  Under the SIPA, the SIPC is charged with
a host of duties related to the commencement and administration
of a SIPA liquidation.  Thus, the SIPC is the entity responsible
for ensuring, in the first instance, that the SIPA liquidations
are conducted in accordance with the SIPA, Ms. Wang said.  The
SIPC, among other things, carefully oversees the process of
claims resolution.

The SIPC initiates the proceeding, based upon information
received from the U.S. Securities and Exchange Commission or one
or more of the securities industries self-regulatory
organizations, such as the Financial Industry Regulatory
Authority.  Once a SIPC member firm is placed in liquidation
under the SIPA, the SIPC advances funds as needed, and within
express statutory limits, to satisfy the claims of the firm's
securities customers.  To the extent that the general estate is
insufficient to fund the administrative expenses of the
liquidation of the firm's securities business, the SIPC advances
the funds necessary for that purpose, Ms. Wang said.
Consequently, the SIPC is often the creditor with the largest
financial stake in the proceeding, she noted.

More importantly, the SIPC is responsible for the designation of
the trustee and his counsel, and the Court must appoint "such
persons as SIPC, in its sole discretion, specifies," Ms. Wang
disclosed.  The SIPC also has an important oversight role with
respect to trustee and counsel fees, she stated.  The SIPC is
responsible for reviewing fee applications by the SIPA trustee
and his counsel and for making a recommendation to the court with
respect to those applications.  In a SIPA case, the SIPC has the
oversight role that would normally be performed by the U.S.
Trustee in a bankruptcy case.  Moreover, the SIPC performs its
oversight functions without charge to the estate, and thus does
not burden the estate with the additional fees and expenses that
would accompany review by any other nongovernmental third party,
she noted.

In the MF Global Inc. liquidation, the SIPC achieved significant
savings for the Debtor's estate before the case even began by
requesting, and receiving, a ten percent discount off of the
usual hourly rates charged by the SIPA Trustee and his counsel,
Hughes Hubbard & Reed LLP, according to Ms. Wang.  The SIPC
expects that this discount will save the estate millions of
dollars in fees through the course of the liquidation.

To ensure that fees charged are appropriate, the SIPC receives
detailed invoices from the SIPA Trustee and Counsel on a monthly
basis which are reviewed initially by the SIPC's lead counsel in
the MF Global liquidation, Christopher H. LaRosa, Senior
Associate General Counsel- Litigation.  Upon completion of his
review, Mr. LaRosa prepares a memorandum summarizing the invoices
and stating his views and recommendation with respect to them.
Mr. LaRosa then submits his memorandum and supporting material,
along with the invoices, to Ms. Wang for review.  Ms. Wang noted
that although she is guided by Mr. LaRosa's recommendation, she
performs her own review of each invoice.  The SIPC has carefully
reviewed the invoices submitted by the Trustee and his counsel in
this case, and will continue to do so as this liquidation
progresses, she assured the Court.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MONEY TREE: Small Loans Wins OK for Warren Averett as Advisors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama
authorized Small Loans, Inc., debtor-affiliate of The Money Tree
Inc., to employ Warren, Averett, Kimbrough & Marino, LLC, as
business and financial advisors; and provide a postpetition
retainer.

                       About The Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.

Money Tree's consolidated balance sheet reported $34,859,189 in
assets, $92,655,010 in liabilities, and $57,795,821 in total
stockholders' deficit.  The petitions were signed by Biladley D.
Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.


MONTANA ELECTRIC: Can Access Cash Collateral Until March 16
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana entered a
fourth interim order authorizing Southern Montana Electric,
Generation and Transmission Cooperative, Inc., to use cash
collateral until March 16, 2012.

Subsequent to the third interim order previously entered by the
court, Lee A. Freeman, the duly-appointed Chapter 11 trustee for
the Debtor and U.S. Bank National Association as Indenture
Trustee, and certain holders consisting of Prudential Insurance
Company of America, Universal Prudential Arizona Reinsurance
Company, Forethought Life Insurance Company and Modern Woodman of
America reached agreement on the terms and conditions for the
Trustee's continued use of Cash Collateral.

As of the Petition Date, the Debtor was liable to the pre-petition
secured parties in respect of obligations under the indenture for
(i) the aggregate principal amount of not less than $85 million on
account of the notes issued under the indenture; and (ii) unpaid
fees, expenses, disbursements, indemnifications, obligations, and
charges or claims.

The final hearing will be held on March 13 at 1:30 p.m.

A full-text copy of the Fourth Interim Order is available for free
at http://bankrupt.com/misc/SOUTHERN_4thCashOrd.pdf

                       Great Falls's Objection

Prior to the entry of the Fourth Interim Order, the City of Great
Falls and Electric City Power, Inc., asked the Court not to enter
the proposed 4th Interim Order because it contains material and
substantive terms hat have not previously been noticed to
interested parties.  They assert that entry of the Fourth Order
would substantively impair the rights of interested parties and
effectively deny them due process.

The proposed Fourth Interim Order includes two new provisions
(Section 10 Investigation Period and Section 11 Release), which
substantive provisions were not contained in the earlier Cash
Collateral orders.

In an effort to fully and finally resolve the Motion, Great Falls,
ECP and the Prepetition Secured Parties stipulate that all rights
of Great Falls and ECP to object to the inclusion into the Fourth
Interim Order of Section 10 and Section 11 are reserved in
connection with the hearing of a Final Order which, among other
things, will grant on a final basis, authorization for the Trustee
to use the Cash Collateral.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  Mr. Freeman retained Horowitz & Burnett, P.C., as his
counsel and Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.


MOUNT CLEMENS: Moody's Lowers General Obligation Tax Debt Rating
----------------------------------------------------------------
Moody's Investors Service has downgraded to Baa3 from Baa1 the
rating on Mount Clemens Community School District's (MI) general
obligation unlimited tax debt. The outlook on the district remains
negative. The Baa3 rating and negative outlook apply to $59.9
million of outstanding general obligation tax debt.

SUMMARY RATINGS RATIONALE

The outstanding bonds are secured by the district's general
obligation unlimited tax pledge. The downgrade of the district's
rating reflects its modestly-sized, depreciating tax base located
northeast of Detroit (GO rated Ba3/under review for possible
downgrade); with below average socioeconomic characteristics;
annual operating deficits resulting in a negative General Fund
balance since fiscal 2009; and elevated debt levels with below
average amortization. The retention of the negative outlook
reflects Moody's belief that the district will struggle to achieve
a positive General Fund position in the near term due to steep
enrollment declines, state funding pressures and Moody's
expectation that an extension of the district's Deficit
Elimination Plan with the State of Michigan (GO rated Aa2/stable
outlook) may be necessary.

STRENGTHS

- Continued support of the State of Michigan's School Loan
Revolving Fund to meet debt service obligations

CHALLENGES

- Depreciating tax base with below average socioeconomic
characteristics

- Deficit General Fund position unlikely to be reversed in the
near term

- Elevated debt profile with short-term borrowing levels reaching
legal capacity

Outlook

The negative outlook on the district's general obligation rating
reflects Moody's expectations that the district will continue to
face state aid revenue and enrollment pressures in the near term.
Additionally, the reestablishment of a positive General Fund
position will likely take longer than is currently presented in
the district's most current DEP. Moody's expects these factors to
continue to challenge the district potentially leading to the
district's credit profile being more consistent with lower rated
entities.

What Could Make The Rating Go Up (or Removal of Negative Outlook)

- Ability to implement and realize the goals of an updated Deficit
Elimination Plan in a timely manner

- Stable to increasing trends in enrollment leading to increased
operating revenues to assist in reestablishing a positive General
Fund position

What Could Make The Rating Go Down

- Failure to eliminate the deficit General Fund balance in a
timely manner and/or continued financial deterioration

- Continued enrollment declines resulting in greater than
anticipated revenue pressure

PRINCIPAL METHODOLOGIES

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


MSR RESORT: Wins More Time to Exclusively File Restructuring Plan
-----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that MSR Resort Golf
Course LLC won more time Thursday to exclusively file a
restructuring plan while it continues to battle a Hilton Worldwide
Inc. unit over a property management deal.

Though the company was able to reach a deal earlier this month
with Marriott International Inc. in a similar property dispute,
the lack so far of an accord with Hilton subsidiary Waldorf-
Astoria Management LLC led MSR to push for more time to engineer a
Chapter 11 plan, according to Law360.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.  Donald Trump
has a contract to buy the Doral Golf Resort and Spa in Miami for
$170 million. There will be an auction to learn if there is a
better bid. The resorts have said that Trump's offer price implies
a value for all the properties "significantly" exceeding the $1.5
billion in debt.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MUSICLAND HOLDINGS: Seeks Doc to Prove Best Buy Owes $232 Mil.
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Musicland Holding
Corp. said former parent Best Buy Co. Inc. owes the liquidated
music retailer $232 million in preferential transfers it received
in 2003, according to court documents filed Friday seeking
admission into evidence of ledgers it says prove the amount.

Musicland and its official committee of unsecured creditors are
seeking either an order that the monthly ledgers are business
records admissible to evidence the transfers or an order granting
the presumption that Best Buy received at least $232 million,
Law360 relates.

                     About Musicland Holding

Based in New York, Musicland Holding Corp., is a specialty
retailer of music, movies and entertainment-related products.  The
Debtor and 14 of its affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 06-10064) on Jan. 12, 2006.
Kirkland & Ellis represented the Debtors in their restructuring
effort.  Hahn & Hessen LLP, represented the Official Committee of
Unsecured Creditors.  The Debtors disclosed $20,121,000 in total
assets and $321,546,000 in total liabilities as of March 31, 2007.

On May 12, 2006, the Debtors filed their Joint Plan of
Liquidation.  On Sept. 14, 2006, they filed an amended Plan and a
Second Amended Plan on Oct. 13, 2006.  The Bankruptcy Court
approved the adequacy of the Amended Disclosure Statement on
Oct. 13, 2006.  The Debtor's Second Amended Joint Plan of
Liquidation was declared effective as of Jan. 30, 2008.


NASSAU BROADCASTING: Judge Clears to Auction Assets in May
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge has
cleared radio-station owner Nassau Broadcasting Corp. to auction
off its assets in May without designating a lead bidder to set a
floor price for its assets.

                   About Nassau Broadcasting

Nassau Broadcasting Partners LP is a radio-station owner and
operator.  Three secured lenders -- affiliates of Goldman Sachs
Group Inc., Fortress Investment Group LLC and P.E. Capital LLC --
filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del.
Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S.  The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property.  Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey.  The lenders said the
stations aren't worth enough to pay them in full.

Nassau Broadcasting in October won a Delaware bankruptcy court's
blessing to convert its involuntary Chapter 7 bankruptcy --
pressed by creditors including Goldman Sachs Lending Partners LLC
-- to a proceeding on its own terms in Chapter 11.

The company owes $283,742,525 under its credit agreement with the
lenders.


OTERO COUNTY: Has Deal With BofA on Cash Access for 9 Months
------------------------------------------------------------
Otero County Hospital Association Inc., asks the U.S. Bankruptcy
Court for the District of New Mexico to extend a stipulation with
Bank of America, N.A., providing for the continued use of cash
collateral; and approving payment of extension fee.

The Debtor had two principle goals in its negotiations with the
Bank, each of which are satisfied by the extension agreement.

First, the Debtor sought a nine month extension of the term.  The
Debtor believes that such an extension will resolve all cash
collateral issues through the remainder of the case and will
permit the Debtor to reorganize without the need for any further
extensions.

Second, the Debtor sought additional covenant relief from the
Bank.  Among other things, for reasons unrelated to the Debtor,
the State of New Mexico has delayed paying approximately
$2.3 million in "sole community provider payments" to the Debtor,
which has strained the Debtor's cash position.  In addition, the
patient census at the Debtor's hospital was unusually low from
August to November of 2011, which affected the Debtor's revenue.

The new financial covenants set forth in the Extension Agreement
will allow the Debtor to function comfortably for the remainder of
the case.

The Debtor related that the stipulation with BofA expired on
Feb. 16.

The extension agreement contains these material terms, among other
things:

   -- The term of the stipulation will be extended to the earliest
      to occur of (i) Nov. 15, 2012, or (ii) the occurrence of a
      Termination Event.

   -- The cash on hand covenant set forth in the stipulation is
      reduced from 75 days cash on hand in the stipulation to 55
      days of cash on hand.  In short, the Debtor must maintain at
      least 55 days cash on hand on the last day of each fiscal
      quarter in order to prevent a default under the terms of the
      Reimbursement Agreement with BofA.

   -- The Bank will be entitled to retain a financial advisor of
      its choice at the expense of the Debtor to conduct financial
      and other analysis of the Debtor and its operations.

   -- The Debtor will pay to the Bank an Extension fee in the
      amount of $225,000, which will be fully earned on the date
      the Court enters an Order approving the motion.  Of that
      amount, $75,000 will be payable on the Effective Date, an
      additional $75,000 will be payable on May 16, 2012, and the
      final $75,000 will be payable on Aug. 16, 2012.

In exchange for these accommodations, the Debtor has agreed to
provide the Bank with additional adequate protection.

   1. The Debtor will grant the Bank an additional replacement
      lien in the real estate and improvements located on the
      Debtor's main medical campus that were to not part of the
      Bank's prepetition collateral.  The additional replacement
      lien will secure all of the Debtor's obligations to the
      Bank, including any prepetition obligations.

      The stipulation provides the Bank with a lien on the real
      estate to secure any diminution in the value of the Bank's
      prepetition collateral.  The Extension Agreement expands the
      lien to secure the prepetition obligations themselves.

   2. The Debtor will agree to pay the reasonable cost of a
      financial advisor for the Bank.

   3. The Debtor will provide additional financial reporting to
      the Bank.

   4. The Debtor will pay for an appraisal of the Bank's
      collateral, and, finally, the Debtor will pay an extension
      fee of $225,000.

The terms of the stipulation is available for free at
http://bankrupt.com/misc/OTEROCOUNTY_CC_stipulation_ext.pdf

                    About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  Otero County Hospital Association also does
business as Mountain View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Gardere Wynne Sewell LLP serves as the
Committee's counsel.  The Committee tapped James Morell of JCM
Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.


PACESETTER FABRICS: Working on Exit; Exclusivity Tackled March 7
----------------------------------------------------------------
The Hon. Ernest M. Robles of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on March 7,
2012, at 10:00 a.m., to consider Pacesetter Fabrics, LLC's motion
to extend its exclusive periods.

The Debtor is asking the Court to further extend its exclusive
periods to file and solicit acceptances for the proposed plan of
reorganization until June 13, 2012, and Aug. 10, respectively.

The Debtor explained that it is working to exit the Chapter 11
case and has identified potential replacement financing sources
and is in the process of negotiating an exit transaction with
them.  The Debtor will proceed with all due speed toward
negotiating definitive agreements and ultimately, it hopes,
consummating a plan of reorganization.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011.  Judge Ernest M.
Robles presides over the case.  The Debtor is represented by Brian
L. Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E.
Shin, Esq., at Rutter Hobbs & Davidoff Incorporated.  The Debtor
disclosed $33,695,869 in assets and $28,599,582 in liabilities as
of the Chapter 11 filing.

Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus
Resources Group, LLC, a corporate turnaround consultant, assists
Pacesetter with its turnaround and reorganization efforts and the
financial affairs and management of the Company.


PALISADES 6300: Plan Outline Hearing Scheduled for March 7
----------------------------------------------------------
Palisades 6300 West Lake Mead, LLC submitted to the U.S.
Bankruptcy Court for the District of Nevada an Amended Disclosure
Statement explaining the proposed Plan of Reorganization.

According to the Amended Disclosure Statement, the Plan provides
that through reorganization, the Debtor will continue operations,
which income will be used to satisfy all administrative and
priority claims, and to pay general unsecured creditors a pro rata
distribution over a five year period.

Under the Plan, the Debtor proposes to fully pay all claims except
for that of insider who will recover nothing.

Payments and distributions under the Plan will be funded by the
Reorganized Debtor.  Claims will be paid from the proceeds of the
Reorganized Debtor's ongoing business operations.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/PALISADES_6300_ds_amended.pdf

The judge will hold a hearing on March 7, 2012, at 2:30 p.m. to
consider adequacy of the Disclosure Statement.

                       About Palisades 6300

Palisades 6300 West Lake Mead, LLC, filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-26180) on Oct. 13, 2011.
Judge Linda B. Riegle oversees the case.  Marjorie A. Guymon,
Esq., at Goldsmith & Guymon, P.C., serves as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed
$17,452,917 in assets and $14,733,148 in liabilities.

The professionals assisting the Debtor consist of Valuation
Consultants as real estate appraiser; B&RE Property Management as
property manager and leasing agent for real property belonging to
the estate; and Kenneth Funsten, FamCo Advisory Services, as
interest rate expert.


PAN AM LAND: Chapter 11 Case Dismissed at Landlord's Behest
-----------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District Arizona dismissed the Chapter 11 case of Pan Am Land LLC.

As reported in the Troubled Company Reporter on Jan. 5, 2012,
Pleasant Valley Airport Associates sought dismissal or conversion
of the Chapter 11 case for, among other things, the absence of a
reasonable likelihood of rehabilitation and a likelihood of
continuing loss to or diminution of the estate, the Debtor's
failure to file 11 monthly financial reports for February 2011
through December 2011, and the Debtor's failure to pay quarterly
fees to the United States Trustee.

Pleasant Valley claims a landlord's lien on the Personal Property.
Subsidiary Holdings asserts that pursuant to Arizona State Law,
that landlord's lien does not apply to third party who is not a
party to the lease.

                       About Pan Am Land LLC

Sherri S. Parkin, Michael P. Potekhen, and Aaron C. Valenzuela,
filed for Involuntary Chapter 11 against Phoenix, Arisona-based
Pan Am Land LLC (Bankr. D. Ariz. Case No. 11-02234) on Jan. 27,
2011.  Redfield T. Baum, Sr. presided over the case.


PINNACLE AIRLINES: May File for Ch. 11 Absent Deal With UAL
-----------------------------------------------------------
Pinnacle Airlines Corp. updated its employees on the restructuring
program announced on Dec. 8, 2011.

As reported by the TCR on Dec. 12, 2011, the Company planned to
seek modifications to its agreements with its mainline airline
partners, equipment lessors, debt holders, real property lessors
and vendors.  The company also intended to seek to work with its
pilots and other employees (both union and non-union) to reduce
labor costs.

In a letter to employee, the Company said its focus right now is
working with United Airlines on a possible long-term arrangement.
The Company is also working with its labor unions on the necessary
contract concessions to get the Company's employee costs more in
line with the Company's business model.

"We still have work to do to reduce our costs and we still have
work to do to make our partner agreements profitable.  Unless we
have long-term agreements in place, the best way for us to improve
our financial performance and ensure a viable future for our
company may still be the court-supervised Chapter 11 process,"
said Sean Menke, president and chief executive officer of the
Company.

A full-text copy of the letter to employees is available at:

                         http://is.gd/VP5Qt2

                    About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

The Company reported $8.81 million on $938.05 million of total
operating revenue for the nine months ended Sept. 30, 2011,
compared with net income of $17.02 million on $729.13 million of
total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.


PJ FINANCE: Exclusive Solicitation Period Extended to March 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
through March 31, 2012, PJ Finance Company, LLC, et al.'s
exclusive period to solicit votes for the First Amended Joint Plan
of Reorganization dated Jan. 25, 2012.

As previously reported by the Troubled Company Reporter on Feb. 6,
2012, the Court approved the First Amended Disclosure Statement
explaining the Debtors' First Amended Plan.  The Court also set
February 21 as the deadline to solicit acceptances of that Plan.

Pursuant to the Plan terms, Equity Interests (Class 7) will not
receive any distribution under the Plan and are deemed to have
rejected the Plan.

The Senior Secured Lender (Class 2), owed $479.9 million, will
recover a 95.7% recovery under the revised plan.  The Senior
Secured Lender will receive the New Senior Debt in full
satisfaction of the Senior Lender Claim, including the Senior
Lender Secured Claim and the Senior Lender Deficiency Claim.

General unsecured creditors (Class 5), owed $6.5 million, are to
be paid in full.

The Plan was jointly filed by the Debtors and the Official
Committee of Unsecured Creditors.

                     County of Denton Objects

The County of Denton objects to confirmation of the Plan because
it fails to provide fair and equitable treatment to its secured
claim.  The County's claim arose from personal liability and a
lien which attached to the real property located in the state of
Texas.  The County asserts that the administrative expenses taxes
for the 2012 tax year are entitled to be timely paid, with
penalties and interest.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

On Jan. 26, 2012, the Bankruptcy Court approved the First Amended
Disclosure Statement explaining P.J. Finance Company, LLC, et al.,
and the Official Committee of Unsecured Creditors' First Amended
Joint Plan of Reorganization, dated Jan. 25, 2012.  The hearing to
consider confirmation of the Plan will be held on Feb. 27, 2012,
at 9:00 a.m.


PLS INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: PLS, Inc.
        dba Park Plastic Products
        4720 Clubview Drive
        Fort Wayne, IN 46804

Bankruptcy Case No.: 12-10409

Chapter 11 Petition Date: February 22, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Sarah Mustard Heil, Esq.
                  Scot T. Skekloff, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137
                  E-mail: djs@sak-law.com
                          sheil@sak-law.com
                          sts@sak-law.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/innb12-10409.pdf

The petition was signed by Peter C. Sorg, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Ossian Smoked Meats Cop.               12-10275   02/10/12


PMI GROUP: Executive Salaries Down, Bonuses Up as Approved
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that when PMI Group Inc. sought bankruptcy court approval for
salaries and bonuses that could have paid the top two officers
$3.5 million, the result was a formal objection from the U.S.
Trustee and informal objection from the official creditors'
committee.  PMI modified the proposed salaries and bonuses,
enabling the bankruptcy judge to approve revised employment
contracts last week.

Mr. Rochelle reports that originally, base salaries would have
been $1.25 million for Chief Executive L. Stephen Smith and
$690,000 for Donald P. Lofe Jr., chief financial officer.  As
revised, the base salaries are $700,000 and $489,000,
respectively.  Severance benefits of $650,000 for both were
eliminated.  On the other hand, incentive bonuses keyed to
confirmation of a reorganization plan were increased. Originally,
the bonuses would have been $360,000 for Smith and $180,000 for
Lofe.  As revised, Mr. Smith's bonus can be $1 million if a plan
is confirmed by Aug. 31.  It declines by one-third each month
thereafter.  For Mr. Lofe, the bonus is $500,000 for an Aug. 31
confirmation, declining month-by-month like Mr. Smith's.  Both
would receive an additional bonus of 2% of value generated in
excess of $203 million.

                         About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.


PMI GROUP: Committee Taps Peter Solomon as Financial Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors of The PMI Group,
Inc., seeks permission from the Bankruptcy Court to retain Peter
J. Solomon Company as its financial advisor, nunc pro tunc to
Jan. 24, 2012.  PJSC will, among other things, advise and assist
the Committee (a) in assessing the operating and financial
performance of, and strategies for, the Debtor, (b) in evaluating
the Debtor and its assets and liabilities, including valuations
proposed by any interested party, and (c) regarding restructuring
of the Debtor's existing indebtedness.

PJSC will seek payment (i) for compensation on a fixed monthly
basis of $75,000 per month, plus (ii) reimbursement of actual and
necessary expenses incurred by it.

In addition to the Monthly Fee, PJSC will be entitled to receive a
transaction fee equal to 1.0% of Recovery Amount.  Once the
Monthly Fees paid to PJSC exceed $225,000, PJSC will begin
crediting 50% of its monthly fees going forward against the
Transaction Fee.

"Recovery Amount" means the value of all cash, securities,
contractual arrangements and other properties paid or payable or
distributed, directly or indirectly, to the creditors represented
by the Committee, including, without limitation, in connection
with, or as a consequence of, a Transaction or other means of
realizing value including, but not limited to, recoveries from
litigation commenced for the benefit of the Creditors received
before the Emergence Date.

The Debtor will indemnify and hold harmless PJSC and its
affiliates from and against any losses, claims, damages or
liabilities related to this engagement.  The Debtor, however, will
have no obligation to indemnify PJSC or provide contribution or
reimbursement to PJSC for any claim or expense that is judicially
determined to have arisen from PJSC's bad faith, self-dealing,
breach of fiduciary duty, gross negligence or willful misconduct.

                         About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.


PMI GROUP: Committee Wants to Retain Roshka as Special Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of The PMI Group,
Inc., seeks permission from the Bankruptcy Court to retain
Roshka Dewulf & Patten as its special counsel, nunc pro tunc to
Jan. 24, 2012.  Roshka Dewulf will assist the Committee in
addressing certain actions taken by the Arizona Department of
Insurance.

Specifically, on Aug. 19, 2011, the Director of the ADI, the
Debtor's principal regulator, issued an order placing certain of
the Debtor's regulated insurance subsidiaries, PMI Mortgage
Insurance Co. and PMI Insurance Co., under supervision pursuant to
Section 20-169 of the Arizona Revised Statutes.  Also on Oct. 20,
2011, the ADI Director entered an order placing the Debtor's
principal regulated reinsurance subsidiaries, PMI Reinsurance Co.,
PMI Mortgage Guaranty Co., and Residential Insurance Co. under
supervision.  The Principal Regulated Reinsurance Subsidiaries
filed an administrative appeal with respect to that supervisory
order, and that appeal is tentatively scheduled for hearing on
April 4, 2012.

The lead attorneys who will represent the Committee and their
current hourly rates are:

          Paul J. Roshka Jr.     $500
          Matthew J. Derstine    $400
          Jennifer A. Baker      $300

The firm will also seek for reimbursement of its actual and
necessary out-of-pocket expenses.

The Committee believes that RD&P is a disinterested person because
it does not hold or represent an interest adverse to the Debtor's
estate with respect to the matters for which RD&P is to be
employed.

                          About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.


PONCE TRUST: Files Chapter 11 Petition in Miami
-----------------------------------------------
Ponce Trust, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 12-14247) in Miami, on Feb. 22, 2012.

Ponce Trust says that it's a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B) and its principal assets are located at
1300 Ponce de Leon Boulevard, in Miami.

It estimated assets and debts of up to $50 million.  The list of
creditors indicates that the Debtor owes 1300 Ponce Holdings, LLC,
$37.3 million, with $19 million of the debt secured.


PORTS AMERICA: Bank Debt Trades at 26% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Ports America is a
borrower traded in the secondary market at 73.50 cents-on-the-
dollar during the week ended Friday, Feb. 24, 2012, a drop of 0.88
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 150 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 15, 2014.  The
loan is one of the biggest gainers and losers among 149 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Ports America -- http://www.portsamerica.com/-- is the largest US
terminal operator and stevedore, with operations in every major
port in the nation.  With over 85 years of experience through
predecessor companies, Ports America possesses dedicated resources
that only a company of such scale and scope can deliver,
including: skilled personnel, robust training programs, best-in
class technology and experienced management.


RCS CAPITAL: Wins Nod to Hire Bifferato as Special Counsel
----------------------------------------------------------
U.S. Bankruptcy Judge Randolph J. Haines authorized RCS Capital,
LLC, to employ Bifferato Gentilotti LLC as Special Delaware
counsel.

RCS is a creditor and party-in-interest in the Chapter 15 case of
A.B.C. Learning Centres Limited, et al., Case No. 10-11711, and an
appellant in an appeal of a bankruptcy matter in the ABC Case
pending before the District Court, Case No. 11-cv-245.

After the Debtor filed its Voluntary Petition, Bifferato
Gentilotti was required by the District Court to file certain
letter of status reports with the Court.  Despite the firm's
uncertainty as to whether it would be retained as special counsel
in the bankruptcy case, the firm complied with the requirements of
the District Court and incurred approximately $1,500 in fees and
expenses between the Petition Date and Jan. 6, 2012.  Accordingly,
the Debtor seeks to employ Bifferato Gentilotti so that the firm
may be compensated for its fees and expenses.

The firm's hourly rates are:

             Garvan F. McDaniel     $375 per hour
             Mary E. Augustine      $340 per hour
             Paralegals             $195 per hour

To the best of the Debtor's knowledge, Bifferato Gentilotti does
not hold or represent any interest adverse to the Debtor or its
estate.

                         About RCS Capital

RCS Capital Development, LLC, et al., filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 11-28746) on Oct. 12, 2011.  Michael W.
Carmel, Esq., at Michael W. Carmel, Ltd., in Phoenix, Ariz.,
represents the Debtor as counsel.

RCS's bankruptcy schedules reflect assets of US$57,038,210, of
which the largest is a judgment in the approximate amount of
US$57,000,000 against ABC Learning Centres Ltd., an Australia-
based operator of childcare centers.  RCS's bankruptcy schedules
reflect liabilities of approximately of US$47,169,203, the most
significant of which is the disputed US$41,000,000 claim of ABC.

Judge Randolph J. Haines presides over RCS's case.

RCS had various contractual relationships with ABC that resulted
in litigation in Maricopa County.  That litigation resulted in a
US$50 million jury verdict against ABC and judgment (worth
US$56,456,732 as of Nov. 15, 2011).  Liquidators for ABC filed for
recognition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware about two weeks
after RCS obtained its verdict.  Judge Kevin Gross entered an
order on Nov. 16, 2010, that recognized the Chapter 15 proceeding.

ABC liquidators contended in papers filed in Delaware that RCS
violated the Chapter 15 order by continuing actions in Nevada to
seize property in which the liquidators claimed an interest.  At a
hearing in U.S. Bankruptcy Court in Delaware on Oct. 4, 2011, the
liquidators asked Judge Gross to rule that RCS violated the
automatic stay.  The liquidators also wanted RCS to be held in
contempt, directed to return property and assessed with punitive
damages.  Judge Gross concluded the Oct. 4, 2011 hearing and said
he would rule later.

As reported by the Troubled Company Reporter on Oct. 17, 2011,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted
that perhaps hoping to preclude Judge Gross from handing down an
unfavorable ruling, RCS filed its own Chapter 11 petition on
Oct. 12, 2011, in Phoenix.


RCS CAPITAL: Court OKs Collins as Committee's Counsel
-----------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of RCS Capital Development, LLC, et al., sought
and obtained authority from the U.S. Bankruptcy Court to retain
Collins, May, Potenza, Baran & Gillespie, P.C., to represent and
assist the Committee in pursuing the interests of unsecured
creditors.

Compensation will be payable to Collins at an hourly basis in
accordance with the firm's fee schedule.

Daniel P. Collins, Esq., a shareholder of Collins, May, Potenza,
Baran & Gillespie, P.C., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                         About RCS Capital

RCS Capital Development, LLC, et al., filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 11-28746) on Oct. 12, 2011.  Michael W.
Carmel, Esq., at Michael W. Carmel, Ltd., in Phoenix, Ariz.,
represents the Debtor as counsel.

RCS's bankruptcy schedules reflect assets of US$57,038,210, of
which the largest is a judgment in the approximate amount of
US$57,000,000 against ABC Learning Centres Ltd., an Australia-
based operator of childcare centers.  RCS's bankruptcy schedules
reflect liabilities of approximately of US$47,169,203, the most
significant of which is the disputed US$41,000,000 claim of ABC.

Judge Randolph J. Haines presides over RCS's case.

RCS had various contractual relationships with ABC that resulted
in litigation in Maricopa County.  That litigation resulted in a
US$50 million jury verdict against ABC and judgment (worth
US$56,456,732 as of Nov. 15, 2011).  Liquidators for ABC filed for
recognition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware about two weeks
after RCS obtained its verdict.  Judge Kevin Gross entered an
order on Nov. 16, 2010, that recognized the Chapter 15 proceeding.

ABC liquidators contended in papers filed in Delaware that RCS
violated the Chapter 15 order by continuing actions in Nevada to
seize property in which the liquidators claimed an interest.  At a
hearing in U.S. Bankruptcy Court in Delaware on Oct. 4, 2011, the
liquidators asked Judge Gross to rule that RCS violated the
automatic stay.  The liquidators also wanted RCS to be held in
contempt, directed to return property and assessed with punitive
damages.  Judge Gross concluded the Oct. 4, 2011 hearing and said
he would rule later.

As reported by the Troubled Company Reporter on Oct. 17, 2011,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted
that perhaps hoping to preclude Judge Gross from handing down an
unfavorable ruling, RCS filed its own Chapter 11 petition on
Oct. 12, 2011, in Phoenix.


RITE AID: J. Donald Won't Seek for Re-Election at Annual Meeting
----------------------------------------------------------------
James L. Donald, a member of the Board of Directors of Rite Aid
Corporation, notified the Company that he does not intend to stand
for re-election at the Company's 2013 annual meeting of
stockholders.

On Feb. 22, 2012, the Company adopted the Rite Aid Corporation
Executive Incentive Plan for Officers of Rite Aid Corporation, a
cash bonus plan for the executive officers of the Company, other
corporate officers and key managers, and the Compensation
Committee of the Board adopted corporate performance goals
thereunder for the fiscal year ending March 2, 2013.

Under the EIP, each Company executive is eligible for a bonus
award for each fiscal year.  The bonus award for any executive is
based on the achievement of various levels in relation to the
performance target specified by the Committee.

The bonus may also be based on individual performance criteria or
other non-financial operating performance measures.

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

                        http://is.gd/cSWDPG

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

For the 39-week period ended Nov. 26, 2011, the Company reported a
net loss of $207.32 million on $18.97 billion of revenue, compared
with a net loss of $349.73 million on $18.75 billion of revenue
for the 39-week period ended Nov. 27, 2010.

The Company's balance sheet at Nov. 26, 2011, showed $7.55 billion
in total assets, $9.96 billion in total liabilities and a $2.40
billion total stockholders' deficit.

                           *     *     *

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.

The TCR reported on Feb. 21, 2011 that Standard & Poor's Ratings
Services said that it assigned its 'B+' issue rating and '1'
recovery rating to Rite Aid Corp.'s proposed $343 million senior
secured term loan tranche 5 due 2018.  The '1' recovery rating
indicates S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.  According to the company, it will
use the proceeds to repay about $321 million in borrowings under
its tranche 3 term loan due 2014.

"The ratings reflect the difficulties Rite Aid faces in improving
its well-below-average operating performance relative to its
peers, especially amid intense industry competition," said
Standard & Poor's credit analyst Ana Lai.  They also reflect the
company's significant debt burden and thin cash flow protection
measures.

As reported by the Troubled Company Reporter on Feb. 22, 2011,
Moody's assigned a B3 rating to Rite Aid Corp.'s proposed $343
million Tranche 5 senior secured first lien term loan due 2018.
All other ratings including its Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and SGL-3 Speculative Grade
Liquidity rating were affirmed.  The rating outlook is stable.
The proceeds will be used to repay the $343 million (including
$21.2 original issue discount) Tranche 3 term loan due 2014.
Following the repayment, the Tranche 3 term loan will be retired
and its B3 rating withdrawn.


ROTHSTEIN ROSENFELDT: Victims Object to Gibraltar Bank Settlement
-----------------------------------------------------------------
Steven Melendez at Bankruptcy Law360 reports that victims of
attorney Scott Rothstein's $1.2 billion Ponzi scheme have objected
to a $70 million settlement with Florida's Gibraltar Private Bank
& Trust over its alleged role in the scheme, saying a provision
barring other suits against Gibraltar exceeds the bankruptcy
court's jurisdiction.

Razorback Funding LLC and others who say they lost a total of $160
million in the scam asked the Florida federal court to withdraw
the Feb. 16 settlement proposal from the bankruptcy court,
according to Law360.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RQB RESORT: Hearing on Further Access to Cash Collateral Today
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in
an eighth order, authorized RQB Resort LP and RQB Development LP's
continued use of the cash collateral which Goldman Sachs until
March 2, 2012.

A continued hearing on the Debtors' cash collateral motion will be
held Feb. 28, at 11:30 a.m.

The Debtors may use the cash collateral to fund their business
operations postpetition.  The Debtors will not disburse any
amounts to insiders, and will not pay any prepetition debt.

As reported in the Troubled Company Reporter on Dec. 27, 2011, as
adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Goldman Sachs a replacement
lien on all postpetition account receivable to the same extent,
validity and priority as the security interests Goldman Sachs held
as of the Petition Date, and superpriority administrative expense
claim status.

As additional adequate protection, the Debtor will provide Goldman
Sachs by the 15th of each month with each of the financial reports
previously provided to Goldman Sachs by the Debtors prepetition.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 10-01596) on March 1, 2010.
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


SAAB AUTOMOBILE: Judge Refuses to Transfer Unit's Ch. 11
--------------------------------------------------------
Delaware bankruptcy judge Christopher S. Sontchi turned down a
request to transfer Saab Cars North America Inc.'s Chapter 11 case
to Michigan, siding with 48 affiliated dealers that pushed an
involuntary petition on the company.

Royal Oak, Mich.-based SCNA -- the North American operating
subsidiary of bankrupt Swedish carmarker Saab Automobile AB -- had
asked the court to transfer the venue of the case to the Eastern
District of Michigan, noting that the dealers together hold less
than 14% of the company's total outstanding debt.  The dealers
have claims aggregating $1.2 million while total debt of the
company is estimated at $8.9 million.

Saab Cars said it intended to file bankruptcy on Jan. 31 in
Detroit until dealers beat them to the courthouse by filing an
involuntary bankruptcy petition in Delaware.

Dealers that pushed Saab's U.S. into bankruptcy opposed the move,
stating that the case should continue in Delaware rather than in
the "automotive capital of the world."

                   About Saab Cars North America

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

                           About Saab

Saab, or Svenska Aeroplan Aktiebolaget (Swedish Aircraft
Company), was founded in 1937 as an aircraft manufacturer and
revealed its first prototype passenger car 10 years later after
the formation of the Saab Car Division.  In 1990, Saab
Automobile AB was created as a separate company, jointly owned by
the Saab Scania Group and General Motors, and became a wholly
owned GM subsidiary in 2000. In February 2010, Spyker Cars N.V.
was renamed Swedish Automobile N.V. (Swan) on June 15, 2011.

Saab Automobile AB currently employs approximately 3,700 staff in
Sweden, where it operates production and technical development
facilities at its headquarters in Trollhattan, 70 km north of
Gothenburg.  Saab Cars North America is located in Royal Oak,
Michigan employing approximately 50 people responsible for sales,
marketing and administration duties for the North American
market.

On Dec. 19, 2011, Swedish Automobile N.V. disclosed that Saab
Automobile AB (Saab Automobile), Saab Automobile Tools AB and
Saab Powertrain AB filed for bankruptcy with the District Court
in Vanersborg, Sweden.  After having received the recent position
of GM on the contemplated transaction with Saab Automobile,
Youngman informed Saab Automobile that the funding to continue
and complete the reorganization of Saab Automobile could not be
concluded.  The Board of Saab Automobile subsequently decided
that the company without further funding will be insolvent and
that filing bankruptcy is in the best interests of its creditors.
Swan does not expect to realize any value from its shares in Saab
Automobile and will write off its interest in Saab Automobile
completely.


SABRE HOLDINGS: S&P Affirms 'B' Revolving Credit Facility Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' issue-level
rating on the revolving credit facility of Southlake, Texas-based
online travel services company Sabre Holdings Corp.'s operating
subsidiary, Sabre Inc., following the company's proposal to amend
the loan and extend the maturity date to Sept. 30, 2016. "The
recovery rating on the revolver remains at '3', indicating our
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default. In addition, we assigned the proposed
extended portion of the company's term loan due Sept. 30, 2017 an
issue-level rating of 'B' with a recovery rating of '3'," S&P
said.

The revolving credit facility commitment will likely begin at $500
million.

"If the commitment exceeds $400 million, the commitment will
reduce to $400 million on March 30, 2013, the original maturity
date. Sabre is also looking to extend at least $750 million of its
existing $2.9 billion term loan to September 2017. Both the
revolving credit facility and the extended term loan will be
subject to a 'springing' maturity. If Sabre's 8.35% notes due 2016
are still outstanding and total debt leverage exceeds 4.5x, the
revolving credit facility and the extended term loan will mature
on Dec. 15, 2015. Additionally, the revolving credit facility will
mature on June 30, 2014 if as of that date more than $750 million
of term loan borrowings with a maturity date before Dec. 31, 2016
remain outstanding," S&P said.

"The corporate credit rating on Sabre is 'B' and the rating
outlook is stable. The 'B' rating incorporates our assumption of
fairly stable operating performance, despite the company's ongoing
dispute with one of its airline customers and competitive pressure
at its online travel agency, Travelocity. We expect that overall
growth in the travel market will more than offset the specific
risks that Sabre faces. We assess the company's business risk
profile as 'fair', reflecting its market-leading position in
travel distribution in the U.S. and growing demand for travel-
related services. We view Sabre's financial risk profile as
'highly leveraged,' as the company still faces significant debt
maturities in 2014 and its debt leverage remains high, at more
than 5x. We expect that the company will seek to refinance the
remainder of its 2014 maturities, as well as its senior notes
due 2016," S&P said.

"The stable rating outlook incorporates Standard & Poor's
expectation that Sabre's credit measures will gradually improve in
2012. However, contract disputes and litigation with its airline
customers remain a risk factor in the rating, especially if this
leads to a disruption of the global distribution system (GDS)
business model (a GDS is an intermediary between travel suppliers
(airlines, hotels, car renters, cruises, etc.) and travel
agencies). If we become convinced that airlines will not be
successful in circumventing GDSs, airline litigation is
satisfactorily resolved, and the company can sustain its EBITDA
margin and reduce its sizable 2014 maturities to less than $1
billion, we could raise the rating. On the other hand, if the
airlines are able to disintermediate GDSs, leading to margin
deterioration, or if Sabre is unable to make meaningful progress
in refinancing its sizable 2014 maturities well in advance of them
coming due, we could lower the rating," S&P said.

Ratings List

Sabre Holdings Corp.
Corporate Credit Rating                    B/Stable/--
Amended & extended revolver due 2016       B
   Recovery Rating                          3

New Rating

Sabre Inc.
Extended term loan due 2017                B
   Recovery Rating                          3


SACRAMENTO APARTMENTS: 9th Cir. BAP Affirms Sanctions v. Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Appellate Panel for the Ninth Circuit held
that the bankruptcy court did not abuse its discretion in
sanctioning Timothy A. Wilson, Esq., for filing Sacramento
Apartments Holdings LLC's chapter 11 case for the improper purpose
of hindering and delaying LB-RPR REO Holdings LLC's in its efforts
to foreclose on the apartment complex.  The bankruptcy court also
did not abuse its discretion either in determining the amount of
sanctions awarded to LB or in holding Mr. Wilson in civil contempt
for failing to pay LB the sanctions awarded.

Sacramento Apartments was formed on Dec. 18, 2009, the day of the
hearing to appoint a receiver for Gold River Apartments LLC.  Gold
River owned an apartment complex located in Sacramento,
California.  Brian Baniqued and Roderick Farmer were the members
of Gold River.  LB held the sole trust deed on the apartment
complex securing repayment of a $2.7 million loan made to Gold
River.  After Gold River defaulted on its loan payments to LB, LB
recorded a notice of default and sought judicial foreclosure and
the appointment of a receiver in state court in February 2009.
Shortly thereafter, on March 2, 2009, Gold River filed its chapter
11 petition (Bankr. N.D. Calif. Case No. 09-41589) in Oakland.
Gold River scheduled the apartment complex as its only asset.
r. Wilson represented Gold River in its chapter 11 case.  Gold
River was unable to obtain approval of a disclosure statement
while Wilson acted as its counsel.  On Dec. 2, 2009, LB obtained
relief from the stay to foreclose its lien on the apartment
complex.  Gold River appealed the relief from stay order to the
Ninth Circuit BAP.  The Gold River appeal was dismissed by
stipulation on Feb. 23, 2010.

After it obtained the Gold River relief from stay order, LB again
sought in state court the appointment of a receiver to market and
sell the apartment complex.  Mr. Wilson appeared at the receiver
appointment hearing requesting that it be continued so that he
could file an opposition on Gold River's behalf.  The state court
agreed to continue the receiver appointment hearing to Dec. 22,
2009.  Hours before the continued receiver appointment hearing,
Gold River transferred the apartment complex to Sacramento
Apartments, without authorization from the bankruptcy court.  On
the same day, Sacramento Apartments filed a chapter 11 petition
(Bankr. N.D. Calif. Case No. 09-34054) in San Francisco.
Sacramento Apartments filed its schedules, statement of financial
affairs and list of 20 largest unsecured creditors, as well as an
amended petition, on Jan. 4, 2010, listing the apartment complex
as its only asset.  Sacramento Apartment estimated $1 million to
$10 million in assets and debts.  The petition was signed by
Roderick Farmer, member of the Company.  Mr. Wilson represented
Sacramento Apartments in its chapter 11 case, but he did not seek
the bankruptcy court's approval of his employment as Sacramento
Apartments' counsel.

LB filed an ex parte motion to transfer venue of Sacramento
Apartments' chapter 11 case from the San Francisco Division to the
Oakland Division of the bankruptcy court.  Sacramento Apartments
opposed the transfer venue motion; however, it admitted in its
opposition to the transfer venue motion that it filed the chapter
11 case to stop the appointment of a receiver.

The bankruptcy court granted LB's transfer venue motion.  A day
later, LB filed a motion for relief from stay seeking in rem
relief as to the apartment complex under 11 U.S.C. Sec.
362(d)(4)(A) and (B).  Following several hearings, the bankruptcy
court granted LB's relief from stay motion, entering an order on
Feb. 18, 2010.

The U.S. Trustee and LB sought sanctions against Mr. Wilson.  The
U.S. Trustee asserted that Mr. Wilson filed the Sacramento
Apartments chapter 11 case to circumvent the Gold River relief
from stay order.  On March 1, 2010, the bankruptcy court entered
an order granting the sanctions motion.

The U.S. Trustee requested $2,850 in total fees incurred by two of
its trial attorneys.  LB's counsel sought $68,018 in fees and
$1,177 in costs, for a total of $69,195.

The appellate case is TIMOTHY A. WILSON, Appellant, v. LB-RPR REO
HOLDINGS, LLC; UNITED STATES TRUSTEE, Appellees, BAP No. NC-10-
1294-DHDo (9th Cir. BAP).  A copy of the BAP's Feb. 22, 2012
Memorandum is available at http://is.gd/5MCPd5from Leagle.com.


SAVANNAH OUTLET: To Present Plan for Confirmation on April 17
-------------------------------------------------------------
The Bankruptcy Court approved the disclosure statement explaining
Savannah Outlet Shoppes, LLC's Chapter 11 Plan as containing
adequate information.

As reported in the Troubled Company Reporter on Aug. 17, 2011, the
Plan, among other things, provides for the satisfaction of all
allowed administrative claims on the Effective Date or as soon as
practicable thereafter.  As to each administrative claim allowed
thereafter, payment will be made soon as practicable.  The Plan
also provides for the satisfaction of all priority tax
indebtedness either in cash or over a five-year period in
installments with interest.

March 27, 2012, is fixed as the last day for filing written
acceptances or rejections of the Plan.

A hearing on confirmation of the Plan will be held on April 17,
2012, at 11:00 a.m.

                   About Savannah Outlet Shoppes

Claremont, California-based Savannah Outlet Shoppes, LLC, owns and
operates a business related to the management and leasing of a
commercial shopping center located in Savannah, Georgia.

Savannah Outlet filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Ga. Case No. 10-42135) on Oct. 4, 2010.  Karen F. White,
Esq., at Cohen Pollock Merlin & Small PC, represents the Debtor.
The Debtors' professionals include Bulovic Law Firm, LLC, as local
co-counsel, and Steven H. Spears as accountant.  The Debtor
estimated assets and debts at $10 million to $50 million.


SAXBY'S COFFEE: Portion of IRS Claim Declared Unsecured
-------------------------------------------------------
Bankruptcy Judge Eric L. Frank sustained, in part, Saxby's Coffee
Worldwide LLC's objection to the proof of claim filed by the
Internal Revenue Service for payroll taxes.  The IRS amended the
Proof of Claim several times.  The most recent amendment, Proof of
Claim No. 1-6, was filed on Nov. 12, 2010, asserting $190,082. Of
that amount, the IRS claims that $153,250.98 is entitled to
priority treatment under 11 U.S.C. Sec. 507(a)(8).  The Debtor
asserts the payroll taxes that are the subject of the Proof of
Claim are not contractual obligations of the Debtor and not tax
obligations entitled to priority.  Judge Frank said the IRS' claim
for the employer portion of employment taxes under FICA and FUTA
does not qualify as a priority debt under Sec. 507(a)(8)(D) and
must be classified as a general unsecured claim.  The IRS is
directed to file, on or before March 15, 2012, an amended Proof of
Claim itemizing those amounts attributable to the employee trust
fund taxes as a priority claim and the employer payroll taxes as a
general unsecured claim.

A copy of the Court's Feb. 23, 2012 Order is available at
http://is.gd/zs1O6Ofrom Leagle.com.

Conshohocken, Pennsylvania-based Saxby's Coffee Worldwide LLC is a
37-store chain that operates 14 stores in Pennsylvania, where it
acquired parts of the former Bucks County Coffee Co. in 2008,
along with others scattered from Washington and Atlanta to
California.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Pa. Case No. 09-15898) on Aug. 5, 2009.
Paul J. Winterhalter, Esq., serves as the Debtor's counsel.
The Company estimated up to $50,000 in assets and $1 million to
$10 million in debts when it filed for bankruptcy.

By Order dated May 4, 2011, as modified by Order dated Dec. 8,
2011, the Court confirmed the Debtor's Fifth Amended Plan of
Reorganization.


SEARS HOLDINGS: Moody's Says B3 CFR Unaffected by Asset Sales
-------------------------------------------------------------
Moody's Investors Service commented that Sears Holdings
Corporations' (Sears) announcements that it has (i) entered into a
definitive agreement to sell eleven Sears full line store
locations to General Growth Properties for a purchase price of
$270 million and (ii) intends to separate its Sears Hometown and
Outlet Businesses and certain hardware stores through a proposed
rights offerring that is expected to raise approximately $400 -
500 million are positive for the company's liquidity profile,
however there is no immediate impact on the company's B3 Corporate
Family Rating or the negative rating outlook.

The principal methodology used in rating Sears Holdings
Corporation 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.

Sears Holdings Corporation is the parent company of Kmart
Corporation and Sears, Roebuck and Co. The company also owns a 94%
stake in Sears Canada. Revenues are approximately $41.6 billion.


SEQUENOM INC: Faces Infringement Lawsuit in California
------------------------------------------------------
Sequenom, Inc., and its wholly-owned subsidiary Sequenom Center
for Molecular Medicine, LLC, were named as defendants in a
complaint filed by plaintiffs Verinata Health, Inc., and The Board
of Trustees of the Leland Stanford Junior University in the United
States District Court for the Northern District of California.  In
the complaint:

   (i) Verinata seeks a judicial declaration that activities
       related to its non-invasive prenatal test using cell-free
       DNA circulating in the blood of a pregnant woman do not
       directly or indirectly infringe any claim of U.S. Patent
       No. 6,258,540 entitled Non-Invasive Prenatal Diagnosis,
       which the Company has exclusively in-licensed from Isis
       Innovation Limited;

  (ii) Verinata seeks a judicial declaration that each claim of
       the 540 Patent is invalid for failure to comply with the
       requirements of the patent laws of the United States; and

(iii) Verinata and Stanford allege that the Company and Sequenom
       CMM, by performing its non-invasive prenatal MaterniT21
       laboratory developed test, have and continue to directly
       infringe U.S. Patent No. 8,008,018 entitled Determination
       of Fetal Aneuploidies by Massively Parallel DNA Sequencing
       and U.S. Patent No. 7,888,017 entitled Non-invasive Fetal
       Genetic Screening by Digital Analysis, each of which have
       been exclusively licensed to Verinata by Stanford.

The Company intends to vigorously defend against the judicial
declarations sought and allegations of infringement set forth in
the complaint.

                          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 in 2010 and a
net loss of $71.01 million in 2009.  The Company also reported a
net loss of $51.98 million for the nine months ended
Sept. 30, 2011.

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: March 16 Hearing on Sale of Assets
---------------------------------------------------
The Bankruptcy Court will hold a hearing March 16, 2012, at 9:30
a.m. on the request of Snokist Growers to sell its assets free and
clear of liens, encumbrances, claims or interests, to Truitt
Brothers, Inc., subject to higher and better offers.

The Court will also  hold a hearing on the Debtor's omnibus motion
to assume and assign leases and executory contracts.  Any
objections to the Sale Motion or the Assumption Motion must be
filed and served no later than 4:00 p.m. on March 15.

Potential bidders must pre-qualify by delivering to the Debtor (i)
an executed non-disclosure and confidentiality agreement; and (ii)
demonstrate to the satisfaction of the Debtor that the potential
bidder has adequate financial resources to pay a minimum of
$1,000,000 in cash to purchase the assets.

Truitt Brothers is directed to deposit $250,000 as earnest money,
subject to same conditions as other potential bidders in the
auction process and be due March 9, 2012.

All Qualified Bidders and their representatives interested in
submitting a bid may conduct due diligence on or before 5:00 p.m.
on March 12.

Competing bids must provide for a total cash purchase price no
less than the sum of: (a) $42,450,000;(b) $500,000 for the Break
Up Fee Cap; and (c) $100,000 as overbid amount.  The Break-Up Fee
is payable to TBI in the event it is not the prevailing bidder.

If no Qualified Bid exists on the Bid Deadline, the Debtor will
not proceed with the auction.

Competing bids are due 4:00 p.m. PST, March 14.

The Assets being sold to TBI include (i) Snokist's Cannery located
in Terrace Heights; (ii) Snokist's warehouse facility located in
Sawyer; (iii) all equipment and vehicles owned by Snokist; (iv)
Snokist's inventory, including finished goods, supplies and
ingredients; (v) Snokist's accounts receivable; (vi) substantially
all of Snokist's rights under leases and executory contracts; and
(vii) Snokist's goodwill and intangible personal property.  The
primary asset to be retained by Snokist will be any cash
accumulated by Snokist through the closing of the sale.  Snokist
estimates it will have roughly $8.0 million in cash on the closing
date.

The purchase price for the Assets under the APA consists of (i)
TBI's assumption or payment of roughly $37.5 million of debt to
Snokist's primary secured creditors, Rabo AgriFinance, KeyBank
National Association and Community Bank; (ii) payment of between
$5.15 million and $6.65 million in cash; and (iii) payment of up
to $3.0 million between 2014-2018 depending upon the profitability
of TBI's operations.  The Debtor's obligations to Rabo, Community
Bank and KeyBank would be paid in full on closing of the sale to
TBI.

Snokist believes the best measure of the value of the Assets is
what an independent third party is willing to pay in an arms'
length transaction. The only written offer for substantially all
of its Assets which Snokist has received is from TBI.  Prior to
executing the APA, Snokist and TBI engaged in extensive
negotiations regarding the price for the Assets.  The Purchase
Price reflected in the APA is significantly more than TBI's
initial offer and was the result of substantial give and take
between the parties. Snokist is not aware of any higher or better
offers for the Assets.

If the sale of the Assets to TBI (or another successful bidder) is
closed, Snokist estimates it will have between $13 million and
$13.5 million in cash available with which to pay its remaining
creditors after closing.  After closing, Snokist believes that its
remaining creditors (other than equity holders) will consist of:

          Employees                         $580,000
          Non-Member Growers & Brokers    $3,500,000
          Trade Payables - Pre-Petition   $2,700,000
          Trade Payables - Post-Petition    $500,000
          Member Ledger Accounts          $5,600,000
          Administrative Claims             $500,000
                                        ------------
                    Total                $13,380,000

Snokist projects that unsecured creditors will receive close to
full payment on their allowed unsecured claims.  After closing of
the sale of the Assets, the Debtor intends to submit a proposed
chapter 11 plan of liquidation which will provide for distribution
of the Sales Proceeds to creditors.

The Official Committee of Unsecured Creditor has joined in the
U.S. Trustee's objection to the bidding procedures.  Any break-up
fee, the Committee said, should be tied to premium that a
successful bidder other than TDI pays for the business.  The
Committee does not oppose a provision which would reimburse TDI
for out of pocket expense, but believes this number should be
estimated and capped, so that it may be included as a portion of
any initial overbid.


SOLYNDRA LLC: Jones Lang to Market Silicon Valley Facility
----------------------------------------------------------
Jones Lang LaSalle has been chosen by Solyndra LLC to sell the
solar panel manufacturer's corporate headquarters and primary
production facility located at 47488 Kato Road in Fremont, Calif.,
and the engagement has been approved by the Bankruptcy Court
overseeing Solyndra's bankruptcy case.  The team in charge of
marketing the building is led by Bart Lammersen, Greg Matter and
Jason Ovadia.

The approximately 450,000-square-foot manufacturing facility,
completed in 2010, is suited to a variety of cleantech and
technology businesses, as well as global manufacturers and
companies looking for a signature presence in California's Silicon
Valley.  The 280,000-square-foot manufacturing space is rated as
Class 100,000 Clean Room (ISO Clean 8) and the two-story office
space, totaling approximately 30,000 square feet, was constructed
to LEED Gold standards.  The property sits on a 30-acre parcel,
with prominent Interstate 880 frontage minutes from San Jose
International Airport, Oakland International Airport and a short
drive from the Port of Oakland and the San Francisco Peninsula.
The property includes plans for an additional 200,000-plus-square-
foot expansion facility.

"This is a unique opportunity for a manufacturer or other user to
acquire a brand new, state-of-the-art facility in the heart of
Silicon Valley," said Bart Lammersen, Managing Director in the
firm's Palo Alto office.  "This caliber of property, with its high
level of sophisticated infrastructure, is unique in California and
even the world, making it extremely appealing to investors seeking
a discount to replacement value."

The facility was designed to exceed California seismic standards
and can be operating immediately following a seismic event.  The
building's 21 KV electrical service is backed up by two diesel
emergency generators, each with 2MW capacity, and the building
carries a cool membrane roof with a 1.2 MW solar installation.

"For companies interested in getting into the market quickly, this
facility reduces speed to market, improves supply chain
flexibility and mitigates risk at a fraction of replacement cost,"
said Greg Matter, Vice President, Jones Lang LaSalle's Supply
Chain and Logistics Solutions team.

                      About Jones Lang LaSalle

Jones Lang LaSalle -- htpp://www.joneslanglasalle.com/ -- is a
financial and professional services firm specializing in real
estate.  The firm offers integrated services delivered by expert
teams worldwide to clients seeking increased value by owning,
occupying or investing in real estate.  With 2011 global revenue
of $3.6 billion, Jones Lang LaSalle serves clients in 70 countries
from more than 1,000 locations worldwide, including 200 corporate
offices.  The firm is an industry leader in property and corporate
facility management services, with a portfolio of approximately
2.1 billion square feet worldwide. LaSalle Investment Management,
the company's investment management business, is one of the
world's largest and most diverse in real estate with $47.7 billion
of assets under management.


SOPHIA LP: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Sophia L.P. The outlook is stable.

"At the same time, we assigned a 'B+' issue-level rating (one
notch higher than the 'B' corporate credit rating) to the
company's first-lien senior secured credit facility, which
includes a $125 million revolver facility and a $1.075 billion
term loan. The recovery rating is '2', indicating our expectation
of substantial (70% to 90%) recovery for lenders in the event of a
payment default," S&P said.

"In addition, we assigned a 'CCC+' issue-level rating to the
company's $530 million in senior unsecured notes. The recovery
rating is '6' indicating our expectation of negligible (0% to 10%)
recovery for noteholders in the event of a payment default," S&P
said.

"The ratings reflect Sophia's 'highly leveraged' financial
profile, and our view that near-term integration risks offset the
combined company's improved market position. Sophia is the leading
provider of enterprise resource planning (ERP) software products
to more than 2,300 higher education institutions. The company
primarily operates in North America, but has a growing client base
in Asia, Europe, and South America," S&P said.

"Its suite of ERP software modules includes solutions for student
administration, financial aid, finance, human resources, and
fundraising. We view Sophia's business risk profile as 'fair,'
reflecting the company's leading market position, a revenue base
in which approximately 92% of the combined entity's total revenues
are contractually recurring or sales to existing customers, and
good customer diversity. However, these factors are offset in part
by a relatively narrow business profile and near-term integration
execution risk, given a merger of this scale," S&P said.

"Sophia's relatively stable installed base of customers, related
contractually recurring maintenance revenues, and expected good
FOCF provide critical rating support," said Standard & Poor's
credit analyst Jacob L. Schlanger. "We could lower the rating if
debt approaches a seasonal peak of about 8x due to higher-than-
expected seasonal borrowing, reduced sales, or margin compression.
The potential for a positive rating action is limited over the
next year due to the company's highly leveraged financial profile
and limited ability to materially reduce leverage."


SP NEWSPRINT: BDO Approved as Committee's Financial Advisor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a
revised order, authorized the Official Committee of Unsecured
Creditors in the Chapter 11 cases of SP Newsprint Holdings LLC, et
al., to retain BDO Consulting as financial advisor nunc pro tunc
Nov. 30, 2011.

BDO Consulting is a division of BDO USA, LLP.

The Court also ordered that the Jan. 6 order is vacated.

As reported in the Troubled Company Reporter on Jan. 24, 2012, BDO
sought payment for compensation of professional services on a
fixed monthly basis of $75,000 per month for the first three
months and $50,000 per month thereafter, plus reimbursement of
actual and necessary expenses.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SP NEWSPRINT: Raymond James OK'd as Investment Banking Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
SP Newsprint Holdings LLC, et al., to employ Raymond James &
Associates, Inc. as their external investment banking advisor.

As reported in the Troubled Company Reporter on Feb. 8, 2012,
Raymond James is expected to, among other things:

   a) review and analyze the Debtors' business, operations,
      properties, financial condition, and prospects;

   b) assist the Debtors in evaluating potential Business
      Combination Transaction alternatives and strategies;

   c) assist the Debtors in identifying Interested Parties that
      may be interested in participating in a Business Combination
      Transaction; and

   d) on behalf of the Debtors, contacting Interested Parties
      that Raymond James, after consultation with the Debtors'
      management, believes meet certain industry, financial, and
      strategic criteria, and assisting the Debtors in negotiating
      and structuring a Business Combination Transaction.

The Debtors have been advised by Raymond James that it will
coordinate with the other retained professionals in the cases to
eliminate unnecessary duplication or overlap of work.

The Debtors proposes to compensate Raymond James as:

   a) Monthly Advisory Fee -- The Debtors would pay Raymond James
a nonrefundable fee of $75,000 upon the entry of an order
approving the application and an additional $75,000 upon each
subsequent monthly anniversary of the date of the Engagement
Letter.

   b) Reimbursement -- The Debtors would reimburse Raymond James,
within 30 days of receipt of an invoice therefor, for reasonable
out-of-pocket expenses (including legal fees).

   c) Business Combination Transaction Fee -- At the closing of a
Business Combination Transaction, other than in the event of a
Sale Process Termination, pursuant to which GECC, as collateral
agent, or a designee on behalf of the secured parties under the
Prepetition Credit Facility or DIP Credit Facility (for the
avoidance of doubt, including a cash bid, credit bid, or some
combination thereof) is the purchaser, whether effectuated
pursuant to Bankruptcy Code Section 363 or a confirmed plan of
reorganization, Raymond James would be paid a cash fee, in the
amount of $400,000; provided, however, that, if the Debtors have
paid Monthly Advisory Fees which, in the aggregate, exceed
$150,000, the Business Combination Transaction Fee would be
reduced by the amount that such fees exceed $150,000.
Notwithstanding the forgoing, if the Business Combination
Transaction is effected by a purchase for consideration other than
a GECC Bid, or if GECC sells all or a substantial portion of its
prepetition and post-petition indebtedness prior to the
consummation of a Business Combination Transaction to a party that
has entered into a non-disclosure agreement or a confidentiality
agreement with the Debtors in connection with a potential Business
Combination Transaction, and such party submits a credit bid and
is deemed the successful bidder for the assets, then the Business
Combination Transaction Fee would be paid out of proceeds as a
cost of sale at the closing of the Business Combination
Transaction; provided further, however, that if the Debtors have
paid Monthly Advisory Fees, which, in the aggregate, exceed
$150,000, the Business Combination Transaction Fee would be
reduced by the amount that the fees exceed $150,000.

   d) Sale Process Termination Fee -- If any of the Debtors'
existing secured lenders submits a binding credit bid to purchase
all or substantially all of the assets of the Debtors, and the
Debtors, in consultation with their advisors, determine that
engaging in a full marketing and sale process via the entry of
sale procedures would not benefit the Debtors' bankruptcy estates,
and the Debtors subsequently instruct Raymond James to terminate
the marketing process as a result thereof, Raymond James' would be
due a cash fee equal to $300,000 in the event a Sale Process
Termination occurs prior to or on Jan. 18, 2012, or a pro rata
amount ranging from $300,000 to $500,000, as calculated pursuant
to a Sale Process Termination occurring after Jan. 18, 2012, but
prior to March 31, 2012, (which would be reduced by the monthly
advisory fees previously received).  The Sale Process Termination
Fee would be paid in two installments consisting of (i) 80% of
the Sale Process Termination Fee upon the earlier of a closing or
30 days from the Sale Process Termination and (ii) the remaining
20% of such Sale Process Termination Fee upon a closing.  In the
event the Debtors elect to pursue the entry of sale procedures or
revive any aspect of the 363 sale marketing process after a Sale
Process Termination, Raymond James would be entitled to a Business
Combination Transaction Fee.  In the event a Sale Process
Termination occurs after a portion of the Company has already been
sold, and a Business Combination Transaction Fee has already been
earned under section 2(c) above for that partial sale, Raymond
James would credit such prior-earned Business Combination
Transaction Fee against any related fee due under the section
2(d) for the subsequent Sale Process Termination (provided that
such credited fee earned under section 2(c) would not exceed the
amount due under this section 2(d)).

   e) Testimony Fee -- In the event that any professional employed
by Raymond James is requested to provide testimony, whether at
depositions, hearings, or trial, Raymond James would provide up to
two days of Testimony, including preparation for and traveling to
the Testimony.  Any additional time expended by Raymond James in
traveling to, preparing for, and providing the Testimony would be
charged separately at $900 per hour per professional.

   f) Fee for Additional Services -- In the event the Debtors
request that Raymond James provide services in addition to those
outlined above, and subject to any required approval of the
Bankruptcy Court, the Debtors and Raymond James would negotiate in
good faith to agree on reasonable compensation to Raymond James
for those additional services (whether as a monthly fee, success
fee, or otherwise), which would reflect the customary investment
banking fees for institutions of Raymond James' stature for
similar services.

The Debtors would also indemnify Raymond James and each of its
directors, officers, agents, employees, and controlling persons in
accordance with the indemnification provisions set forth in the
Engagement Letter.

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

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SPRINGLEAF: Bank Debt Trades at 10% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Springleaf Finance
Inc. is a borrower traded in the secondary market at 90.33 cents-
on-the-dollar during the week ended Friday, Feb. 24, 2012, a drop
of 0.86 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 10, 2017, and
carries Moody's B2 rating and Standard & Poor's CCC+ rating.  The
loan is one of the biggest gainers and losers among 149 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                          About Springleaf

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                            *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.


STANFORD FIN'L: SEC Says There's Probable Cause for SIPC Coverage
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Securities and Exchange Commission made
another pitch last week for defrauded investors in the R. Allen
Stanford Ponzi scheme to have some of their claims paid by the
Securities Investor Protection Corp.  The SEC filed with U.S.
District Judge Robert L. Wilkins in Washington a brief to support
its contention to force the SIPC to take over the liquidation of
Stanford's brokerage firm, Stanford Group Co.

The SEC, according to the report, says there should be SIPC
coverage for some of the losses because the Stanford brokerage and
bank in Antigua "were operated in such a highly interconnected
manner that deposits of cash with [the bank] to purchase
fraudulent CDs should be deemed deposits of cash" with the
brokerage.  The SEC argues that SIPC coverage doesn't need to be
crystal clear.  In the Commission's opinion, it's sufficient if
there is "probable cause" to believe there are "customers" covered
by SIPC protection.

SIPC, the report notes, believes its fund can't be used to pay
Stanford's victims because the fraud involved certificates of
deposit issued by a bank in Antigua, not by a broker in the U.S.
that's a member of SIPC.

               About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is SEC
v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STOCKTON, CA: May Suspend Payments as It Mulls Bankruptcy
---------------------------------------------------------
The city of Stockton, California warned bondholders Friday that it
could suspend payments on a portion of its debt as it determines
whether to seek Chapter 9 bankruptcy protection.

Lisa Uhlman at Bankruptcy Law360 reports that the California
farming city of Stockton is mulling a possible municipal
bankruptcy filing, according to documents from the city council.

In an update included in an agenda for a city council meeting set
to take place Tuesday, City Manager Bob Deis cited the city's
"dire fiscal situation" and a best-case/worst-case scenario of $20
million to $38 million projected deficit for fiscal year 2012-13,
as he recommended conducting a so-called State AB506 confidential
neutral evaluation process, Law360 reports.

Separately, American Bankruptcy Institute reports that the City
Council of Stockton, Calif., will be asked to vote this week to
default on bonds and take the first steps toward bankruptcy.


STREETCAR PARTNERS: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Streetcar Partners, LLLP
        1634 Steele Street
        Denver, CO 80206

Bankruptcy Case No.: 12-12943

Chapter 11 Petition Date: February 22, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: David Warner, Esq.
                  Harvey Sender, Esq.
                  SENDER & WASSERMAN, P.C.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: david.warner@sendwass.com
                          Sendertrustee@sendwass.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 seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob12-12943.pdf

The petition was signed by David Barber, manager of IPS Holdings,
LLC, general partner.


SUNCOR DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Suncor Development Company
        80 E. Rio Salado Parkway, #410
        Tempe, AZ 85281

Bankruptcy Case No.: 12-03433

Chapter 11 Petition Date: February 24, 2012

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

Judge: Randolph J. Haines

Debtor's Counsel: Thomas J. Salerno, Esq.
                  SQUIRE SANDERS (US) LLP
                  1 E. Washington Street, #2700
                  Phoenix, AZ 85004
                  Tel: (602) 528-4043
                  Fax: (602) 253-8129
                  E-mail: thomas.salerno@squiresanders.com

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

Estimated Debts: $0 to $50,000

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/azb12-03433.pdf

The petition was signed by Joseph F. Lapinsky, authorized
representative.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                                  Case No.
        ------                                  --------
StoneRidge - Prescott Valley LLC                12-03429
  Assets: $1,000,001 to $10,000,000
  Debts: $0 to $50,000
Avimor, LLC                                     12-03435
  Assets: $0 to $50,000
  Debts: $0 to $50,000
BV at Hayden Ferry Lakeside LLC                 12-03438
  Assets: $50,001 to $100,000
  Debts: $0 to $50,000
Edgewater at Hayden Ferry Lakeside LLC          12-03439
  Assets: $0 to $50,000
  Debts: $0 to $50,000
StoneRidge Golf Course LLC                      12-03440
Kabuto SunCor Joint Venture                     12-03441
SunCor Construction AZ, Inc.                    12-03443
  Assets: $0 to $50,000
  Debts: $0 to $50,000
SunCor Construction, Inc.                       12-03446
  Assets: $0 to $50,000
  Debts: $0 to $50,000
Lakeside Residential Communities LLC            12-03447
  Assets: $0 to $50,000
  Debts: $0 to $50,000
Rancho Viejo de Santa Fe, Inc.                  12-03449
  Assets: $50,001 to $100,000
  Debts: $0 to $50,000
SunCor Golf, Inc.                               12-03450
  Assets: $0 to $50,000
  Debts: $0 to $50,000
StoneRidge Commercial LLC                       12-03451
SunCor Homes, Inc.                              12-03452
SunCor Idaho, Inc.                              12-03454
  Assets: $0 to $50,000
  Debts: $0 to $50,000
SunCor New Mexico, Inc.                         12-03455
  Assets: $50,001 to $100,000
  Debts: $0 to $50,000
SunCor Utah, Inc.                               12-03457
  Assets: $100,001 to $500,000
  Debts: $0 to $50,000
Sedona Golf Resort LC                           12-03458
  Assets: $0 to $50,000
  Debts: $100,001 to $500,000


SUPERMEDIA INC: Incurs $771 Million Net Loss in 2011
----------------------------------------------------
Supermedia Inc. reported a net loss of $771 million on $1.64
billion of operating revenue for the year ended Dec. 31, 2011,
compared with a net loss of $196 million on $1.17 billion of
operating revenue during the prior year.

The Company reported net income of $138 million on $384 million of
operating revenue for the three months ended Dec. 31, 2011,
compared with net income of $56 million on $426 million of
operating revenue for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.63 billion
in total assets, $2.42 billion in total liabilities and a $788
million total stockholders' deficit.

"We believe we made good progress during 2011, as expense
reduction initiatives drove adjusted EBITDA results of $602
million, reflecting improved EBITDA margin.  Utilization of
related cash flows and efforts to efficiently deleverage also
allowed us to reduce our debt," said president and CEO Peter
McDonald.  "Initiatives in these areas continue into 2012."

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

                        http://is.gd/ktOy7z

                       About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.

SuperMedia Inc. and subsidiaries reported a net loss of
$909.0 million on $1.258 billion of operating revenue for the nine
months ended Sept. 30, 2011, compared with a net loss of
$252.0 million on $750.0 million of operating revenue for the same
period of 2010.

                           *     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.


TALON THERAPEUTICS: Board Adopts Amended 2010 Incentive Plan
------------------------------------------------------------
The Board of Directors of Talon Therapeutics, Inc., adopted an
amendment to the Company's 2010 Equity Incentive Plan increasing
the total number of shares of the Company's common stock issuable
thereunder from 8,500,000 to 10,000,000.

Effective as of Feb. 17, 2012, the Company adopted the Talon
Therapeutics, Inc. 2012 Severance Payment Plan.  All full-time
regular employees of the Company are eligible to participate in
the Severance Plan, except those employees with individual
employment agreements that provide for benefits in connection with
a termination of employment.

Effective as of Feb. 17, 2012, the Company adopted the Talon
Therapeutics, Inc. 2012 Change of Control Payment Plan.  Full-time
Company employees serving at and above the level of Vice President
as of the time of the change of control transaction are eligible
to receive benefits under the Change of Control Plan upon the
effective time of a "change of control" transaction.

On Feb. 17, 2012, the Board approved base salary increases for
2012 and cash bonus payments for the 2011 fiscal year to be paid
to the Company's named executive officers.  The 2012 base salaries
and 2011 bonuses to be paid to Dr. Deitcher and Mr. Carlson are:

Name and Title                    2012 Base Salary   2011 Bonus
--------------                    ----------------   ----------
Steven R. Deitcher                   $467,857          $227,115
President, CEO

Craig W. Carlson                     $333,566           $77,724
Sr. V.P., CFO

Mr. Deitcher's potential FDA bonus is $90,846 while Mr. Carlson's
potential FDA bonus is $51,816.

Also on Feb. 17, 2012, the Company granted 10-year stock options
pursuant to the 2010 Plan to Dr. Deitcher and Mr. Carlson to
purchase 1,000,000 and 400,000 shares of the Company's common
stock, respectively.  Each stock option is exercisable at a price
of $0.905 per share, the closing sale price of the Company's
common stock on the date of grant, and vest in 48 equal monthly
installments commencing on the first month anniversary of the
grant date.  Each stock option grant is evidenced by a separate
stock option agreement in the Company's standard form for use
under the 2010 Plan.

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $25.98 million in 2010 and a
net loss of $24.14 million in 2009.  The Company also reported a
net loss of $17.17 million for the nine months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2011, showed
$5.66 million in total assets, $32.66 million in total
liabilities, $30.64 million in 10 million shares authorized, and a
$57.64 million total stockholders' deficit.

The Company does not generate any recurring revenue and will
require substantial additional capital before it will generate
cash flow from its operating activities, if ever.  The Company
does not currently have sufficient capital to fund its entire
development plan beyond 2011.  The Company's continued operations
depend entirely upon obtaining additional capital.  The Company
will be unable to continue development of its product candidates
unless it is able to obtain additional funding through equity or
debt financings or from payments in connection with potential
strategic transactions.  The Company can give no assurances that
any additional capital that it is able to obtain, if any, will be
sufficient to meet its needs.  Moreover, there can be no assurance
that such capital will be available to the Company on favorable
terms or at all, especially given the current economic environment
which has severely restricted access to the capital markets.  If
anticipated costs are higher than planned or if the Company is
unable to raise additional capital, it will have to significantly
curtail planned development to maintain operations through 2011.
These conditions raise substantial doubt as to the Company's
ability to continue as a going concern.

As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.


TEN SAINTS: Taps Bancroft & John to Appeal 2012-2013 Tax Value
--------------------------------------------------------------
Ten Saints LLC asks the U.S. Bankruptcy Court for the District of
Nevada for permission to employ Bancroft & John, P.C. as special
counsel with regard to the 2012-2013 property tax appeal.  The
Debtor seeks authorization to employ Bancroft to appeal the 2012-
2013 assessed tax value of the Hampton Inn in Clark County,
Nevada, in an effort to reduce its corresponding 2012-2013 tax
obligation for the property.

For the 2010-2011 tax year, the debtor engaged Bancroft to appeal
the assessed tax value for the property, which appeal resulted in
a reduction, from $7,602,991 to 2,344,182 in the taxable value of
the property, and which resulted in a corresponding of its tax
obligations.

For the 2011-2012 tax year, the Debtor engaged Bancroft to appeal
the taxable value for the Hampton Inn, which appeal resulted in a
reduction, from $6,991,800 to $2,885,120, in the taxable value of
the property, and which resulted in a reduction of its tax
obligations.

As stated in the 2012-2013 notice of value, the assessed tax value
of the property is $2,825,120.  The value may still be in excess
of the property's full cash value under current market conditions
and, if it is, the Debtor's tax obligations for the property for
the 2012-2013 tax year will be greater than they must be.

Paul D. Bancroft, Esq. will be the individual primarily
responsible for performing the services required by the Debtor.

Bancroft will receive 33% of any property tax savings achieved for
tax year 2012-2013.

To the best of the Debtor's knowledge, Bancroft does not hold or
represent interests adverse to the Debtor.

The Debtor set a March 7, 2012, hearing at 9:30 a.m., on its
request to employ Bancroft.

                About Horizon Village Square et al.

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


THORNBURG MORTGAGE: Credit Suisse Wins Most of Servicing Proceeds
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that Credit Suisse Securities (USA) LLC, as collateral agent, was
determined by the bankruptcy judge in Baltimore to have a valid
security agreement in about $75.3 million of the $96.2 million
that Thornburg Mortgage Inc. received early in its Chapter 11 case
from selling mortgage servicing rights.  The servicing portfolio
was sold in March 2010.   Before the sale, Credit Suisse started a
lawsuit, claiming to have a valid security interest in all sale
proceeds.

According to the report, the bankruptcy judge previously decided
there were no disputed issues of fact requiring a trial.  As a
result he determined that Credit Suisse's lien didn't encompass
$16.9 million in servicing fees and advances.  The judge
reiterated his conclusion in a 23-page opinion on Feb. 22.

The report relates that last week's opinion by U.S. Bankruptcy
Judge Duncan W. Keir was the result of a trial resolving the
remainder of the controversy over $79.3 million the buyer paid for
the servicing rights themselves.  Judge Keir concluded that all
but 5% of the value of the servicing rights belonged to Credit
Suisse, as agent for the secured lenders.

Thornburg was servicing 29 securitizations containing mortgages
with outstanding balances aggregating $11.05 billion when it
applied to the judge to sell the portfolio.  The mortgage-
servicing business was sold to an affiliate of Credit Suisse for
0.77% of the unpaid principal balances of the mortgage loans.

                       About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by Shapiro Sher Guinot &
Sandler.


TRIBUNE CO: Funding for $32-Mil. ERISA Settlement Completed
-----------------------------------------------------------
The U.S. Department of Labor's Employee Benefits Security
Administration has announced that the Tribune Co., GreatBanc Trust
Co. and various insurance carriers have completed funding of a
global settlement in the amount of $32 million to be allocated
among the Tribune Employee Stock Ownership Plan's participants,
and to pay for legal and administrative expenses.  The settlement
is with, among others, the department and the plaintiffs in a
private class action lawsuit, and resolves the department's claims
of violations of the Employee Retirement Income Security Act.

"This settlement ensures that the Tribune Employee Stock Ownership
Plan's participants and beneficiaries will be able to receive the
benefits that are rightfully theirs," said Secretary of Labor
Hilda L. Solis.  "I am pleased that participants' hard earned
retirement savings have been returned."

"The fulfillment of this settlement is good news for participants
in the Tribune Employee Stock Ownership Plan," said Phyllis C.
Borzi, assistant secretary of labor for employee benefits
security.  "It is the culmination of my agency's commitment and
extreme hard work in this case to ensure that the employees'
contributions to the plan are handled with the utmost of care
according to the law and according to what is right."

On Jan. 30, 2012, the U.S. District Court for the Northern
District of Illinois approved the global settlement agreement,
which had received prior approval in October 2011 by the U.S.
Bankruptcy Court for the District of Delaware.  In accordance with
the global settlement agreement, the department has concluded its
investigation of the plan.

EBSA initiated an investigation of the plan to review its 2007
purchase of Tribune Co. stock for $250 million and the roles
played by the plan's fiduciaries, the company and the plan's
trustee, GreatBanc Trust Co.  The department claimed that the
company failed to act prudently and in participants' best
interests when it engaged in the ESOP transaction.  Additionally,
the department claimed that the ESOP transaction was prohibited, a
claim consistent with the findings of the district court in the
private plaintiffs' action.

As part of its 2007 corporate re-structuring, the Tribune Co.
became a privately-held entity owned by the plan.  In September
2008, a class action lawsuit was filed on behalf of the plan's
participants.  While initially filed in California, the case was
moved to the Northern District of Illinois in November 2008.  In
December 2008, the Tribune Co. and some of its subsidiaries filed
for reorganization under Chapter 11 of the U.S. Bankruptcy Code.
The department filed claims in the company's bankruptcy
proceedings and objected to confirmation of plans to reorganize
it.  These matters were resolved as part of the global settlement
agreement.  As of Dec. 31, 2010, the Tribune ESOP had 13,020
participants.  The settlement amount has been deposited into an
independently managed settlement account.

The Chicago Regional Office of the Employee Benefits Security
Administration conducted the investigation into the Tribune ESOP.
Employers and workers can contact that office at 312-353-0900 or
toll-free at 866-444-3272 for assistance with problems related to
private sector pension and health plans.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Bank Debt Trades at 37% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 62.78 cents-on-the-
dollar during the week ended Friday, Feb. 24, 2012, a drop of 0.63
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.  The
loan is one of the biggest gainers and losers among 149 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIDENT MICROSYSTEMS: Trustee Appoints 3 Equity Committee Members
-----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, on Feb. 14,
2012, appointed three members to the Committee of Trident
Microsystems, Inc. Equity Security Holders, namely:

          (1) Barry A. Shaw Sr.
              Attn: Barry Alex Shaw Jr.
              210 14th Ave S., Jacksonville Beach
              FL 32250
              Phone: 904-866-9112
              Fax: 904-677-7799

          (2) Brencourt Credit Opportunities LP
              Attn: William Pulman, CFA
              Brencourt Advisors
              280 Park Ave., 30th Floor
              New York, NY 10017
              Phone: 212-313-9734
              Fax: 212-313-9787

          (3) Toan Tran
              22 W. Washington St.
              Chicago, IL 60602
              Phone: 312-696-6419
              Fax: 312-696-6001

The U.S. Trustee has continued to Feb. 24, 2012, the meeting of
creditors of Trident Microsystems.  This is the first meeting of
creditors under Section 341(a) of the Bankruptcy Code.

The meeting offers creditors a one-time opportunity to examine the
Debtors' representative under oath about the Debtors' financial
affairs and operations that would be of interest to the general
body of creditors.  Attendance by the Debtor's creditors at the
meeting is welcome, but not required.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TRIDENT MICROSYSTEMS: Creditors Committee Has Imperial as Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., seeks permission from the Bankruptcy
Court to retain Imperial Capital, LLC, as investment banker and
financial advisor, nunc pro tunc to Jan. 19, 2012.

Imperial Capital will receive a monthly fee until the conclusion
or termination of its engagement at the rate of $125,000.  In
addition, Imperial Capital will be entitled to seek approval by
the Bankruptcy Court of a completion fee of not less than $500,000
and not more than $1,000,000.

Imperial Capital will receive monthly reimbursements for
reasonable out-of-pocket expenses incurred with the rendition of
investment banking and financial advisory services.

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

The Debtors have agreed, among other things, to indemnify, hold
harmless and provide contribution and reimbursement to Imperial
Capital and its affiliates, counsel and other professional
advisors, and the respective officers, controlling persons, agents
and employees under certain circumstances.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TRIDENT SYSTEMS: Committee Taps Pachulski Stang as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., seeks permission from the Bankruptcy
Court to retain Pachulski Stang Ziehl & Jones LLP as its counsel,
nunc pro tunc to Jan. 18, 2012.

The professionals and paralegals presently designated to represent
the Committee and their current standard hourly rates are:

         (a) Richard M. Pachulski   $975
         (b) Debra Grassgreen       $855
         (c) John D. Fiero          $745
         (d) Bruce Grohsgal         $725
         (e) Gabrielle A. Rohwer    $595
         (f) John W. Lucas          $525
         (g) Peter J. Keane         $395
         (h) Patricia Jeffries      $275

The Debtors will reimburse Pachulski Stang for all other expenses
the firm incurred in connection with its representation.

John D. Fiero, Esq., a partner of Pachulski Stang Ziehl & Jones
LLP, assures the Court that his firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

                     About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TXU Corp: Bank Debt Trades at 39% 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 60.90 cents-on-the-dollar during the week
ended Friday, Feb. 24, 2012, a drop of 1.50 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2014, and carries Standard & Poor's CCC
rating.  The loan is one of the biggest gainers and losers among
149 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $1.91 billion on $7.04 billion of operating revenues
for the year ended Dec. 31, 2011, compared with a net loss of
$2.81 billion on $8.23 billion of operating revenues during the
prior year.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities and a
$7.75 billion total deficit.

                        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.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU Corp: Bank Debt Trades at 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 56.17 cents-on-the-dollar during the week
ended Friday, Feb. 24, 2012, a drop of 0.92 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 149 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $1.91 billion on $7.04 billion of operating revenues
for the year ended Dec. 31, 2011, compared with a net loss of
$2.81 billion on $8.23 billion of operating revenues during the
prior year.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities and a
$7.75 billion total deficit.

                        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.

                            *     *     *

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.


UNISYS CORP: Reports $141.2 Million Net Income in 2011
------------------------------------------------------
Unisys Corporation filed with the U.S. Securities and Exchange
Commission a Form 10-K disclosing net income of $141.20 million on
$3.85 billion of revenue for the year ended Dec. 31, 2011,
compared with net income of $241.30 million on $4.02 billion of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.61 billion
in total assets, $3.92 billion in total liabilities, and a
$1.31 billion total deficit.

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

                       http://is.gd/T2GZK2

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.  "The upgrade reflects Unisys'
improved financial profile following the recent debt redemptions,"
said Standard & Poor's credit analyst Martha Toll-Reed, "and
adequate liquidity, which provides some capacity at the current
rating for potential earnings volatility."  "The ratings reflect
our view that Unisys' improved financial profile and consistently
positive annual free cash flow will provide sufficient cushion in
the near term to mitigate the potential for ongoing revenue
declines and operating performance volatility," added Ms. Toll-
Reed.

As reported by the TCR on Oct. 18, 2011, Fitch Ratings has
affirmed and withdrawn the 'BB-' long-term Issuer Default Rating
of Unisys Corporation.  Fitch has decided to discontinue the
rating, which is uncompensated.


UNITED RENTALS: Moody's Assigns 'Ba3' Rating to $750-Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the $750
million senior secured notes and B3 to the two tranche unsecured
notes totaling $2.075 billion to be issued by United Rentals, Inc.
(URI) through its subsidiary UR Financing Escrow Corporation (UR
Financing) for the acquisition of RSC Holdings Inc. (RSC). The
corporate family and probability of default ratings at United
Rentals (North America), Inc., URI's primary operating subsidiary,
were affirmed at B2 with a stable ratings outlook.

RATING RATIONALE

The B2 corporate family rating (CFR) reflects URI's moderate
leverage for its rating, large scale relative to its competitors,
and the expectation for strengthening operating margins. These
attributes are balanced against the ongoing cyclicality of the
non-residential construction sector, meaningful uncertainty in the
commercial market, and negative cash flows when fleet equipment is
added in response to increased demand. The B2 CFR reflects Moody's
expectation that recent increases in capital expenditures, in
response to higher rental demand growth, will constrain free cash
flow generation in 2012, but will allow for improved coverage
metrics over time. The rating considers the company's acquisition
of RSC, including the assumption of debt, the issuance of equity,
and the related synergies.

Proceeds from the debt issuance will initially be held by UR
Financing until they are applied to fund the acquisition and $525
million is to be applied towards the refinaning of RSCs 9.5% notes
due 2014. The acquisition is scheduled to be completed in the
second quarter of 2012. The new debt will initially be secured by
a perfected first priority lien on the escrow account. Upon the
escrow release date and the springing security date, the $750
million senior secured notes will be secured by a second priority
lien on the collateral securing United Rentals $1.9 billion ABL
facility (unrated) and the $2.075 billion notes becoming
unsecured. Both the notes issued will be guaranteed by URI (the
holding company) and by the domestic restricted subsidiaries that
are guarantors under the ABL.

Assignments:

   Issuer: UR Financing Escrow Corporation

   -- Senior Secured Regular Bond/Debenture, Assigned a range of
      23 - LGD2 to Ba3

   -- Senior Unsecured Regular Bond/Debenture, Assigned a range of
      63 - LGD4 to B3

Adjustments:

   Issuer: United Rentals (North America), Inc.

   -- Senior Subordinated Conv./Exch. Bond/Debenture, affirmed at
      Caa1, LGD changed to LGD6, 93% from LGD5, 87%

   -- Senior Subordinated Regular Bond/Debenture, affirmed at
      Caa1, LGD changed to LGD6, 93% from LGD5, 87%

   Issuer: United Rentals Trust I

   -- Pref. Stock Preferred Stock, affirmed at Caa1, LGD changed
      to LGD6, 96% from LGD6, 95%

Affirmation:

   Issuer: United Rentals (North America), Inc.

SGL affirmed at SGL-3

Rating outlook, remains stable.

The rating outlook or ratings could strengthen if positive revenue
growth coincided with improving operating margins and improved
return on assets. Positive ratings traction could develop were the
company's pretax income to average assets to improve to above 4%,
EBITA/Interest above 1.5 times, debt/EBITDA below 4.25 times and
deemed to be improving (all ratios per Moody's standard accounting
adjustments), with at least an adequate liquidity profile.

The stable outlook could be under pressure if EBITA/Interest falls
below 1.3 times, or the company generates negative free cash not
driven by an increase in capital expenditures due to greater
demand. The ratings may be downgraded if the company's operating
margin was anticipated to contract, or if EBITA/Interest was
anticipated to fall below 1.0 times on a projected basis.
Debt/EBITDA trending towards 5.0 times could also result in a
ratings downgrade.

The principal methodology used in rating United Rentals, Inc. and
subsidiaries was the Global Equipment and Automobile Rental
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 July 2010.

United Rentals, Inc. is a holding company that conducts its
operations through its wholly owned subsidiary, United Rentals
(North America), Inc. and its subsidiaries (collectively "URI").
URI is the world's largest equipment rental company operating
approximately 529 rental locations in the United States (48
states; serving 99 of the 100 largest metropolitan areas) and each
Canadian province. Revenues are derived primarily from equipment
rentals, sales of used rental equipment, sales of new equipment,
and contractor supplies sales and service. Revenues for 2011
totaled $2.6 billion.

RSC Holdings III, is an intermediate holding company that is the
direct parent to RSC Equipment Rental, Inc, which is an indirect
wholly-owned subsidiary of RSC Holdings Inc. RSC is one of the
largest equipment rental companies in North America operating 440
locations throughout the United States and Canada. The company
maintains over 900 categories of equipment having an original
equipment cost of $2.7 billion. RSC Holdings total revenues for
2011 totaled $1.5 billion.


UNITED RETAIL: Set for Auction With Stalking Horse Bid
------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that United Retail Group
Inc. is set to sell itself after a New York bankruptcy judge
approved sale procedures Wednesday, following a contentious
hearing over whether the proposed sale unfairly benefits would-be
buyer Versa Capital Management LLC.

Attorneys for the debtor, Versa and the official committee of
unsecured creditors painstakingly hashed out dates for an auction
and a sale hearing before U.S. Bankruptcy Judge Stuart M.
Bernstein, Law360 relates.

                      About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

United Retail has arranged a $40 million Debtor-in-Possession
facility from its existing revolving credit lender, Wells Fargo,
to provide sufficient working capital for Avenue to continue to
operate the business as usual.  Wells Fargo is represented in the
case by Jonathan N. Helfat, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.


UNITED RETAIL: Hearing Today on Lease Decision Extension
--------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing today,
Feb. 28, 2012, at 10:00 a.m. (ET), to consider United Retail Group
Inc., et al.'s request to extend the lease decision period.

The Debtors sought entry of an order extending their time until
Aug. 29, 2012, to assume or reject the unexpired leases pursuant
to Section 365(d)(4) of the Bankruptcy Code, which is set to
expire on May 31.

The Debtors relate that they have commenced the Chapter 11 cases
to maximize the value of their estates by addressing their real
estate and other operational issues and by selling substantially
all of their assets to the highest bidder at a Court-approved
auction.  On Feb. 1, the Debtors entered into an Asset Purchase
Agreement with Redcats USA, Inc., and Ornatus URG Acquisition,
LLC, an affiliate of Versa Capital Management, Inc.

The APA provides for Ornatus, the proposed stalking horse bidder
in the Chapter 11 cases, to designate certain of the Debtors'
leases for assumption and assignment to Ornatus, or for rejection,
both from the Closing Date until the later of (a) 90 days from the
Closing Date and (b) 150 days from the Petition Date.

Following the first day hearing in the chapter 11 cases, the Court
entered an order approving on an interim basis the Debtors' entry
into the $40 million super-priority senior secured debtor-in-
possession credit agreement , by and among the Debtors, Wells
Fargo Bank, N.A. and the other credit parties.  The DIP Credit
Agreement contains certain covenants and milestones, including
that the Debtors obtain entry of an order extending the lease
deadline under section 365(d)(4) of the Bankruptcy Code no later
than 30 days following the Petition Date, which corresponds to
March 2, 2012.

                      About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

United Retail has arranged a $40 million Debtor-in-Possession
facility from its existing revolving credit lender, Wells Fargo,
to provide sufficient working capital for Avenue to continue to
operate the business as usual.  Wells Fargo is represented in the
case by Jonathan N. Helfat, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.


US CAPITAL: Plantation Fashion Mall Owners File for Chapter 11
--------------------------------------------------------------
US Capital Holdings, LLC, and an affiliate, US Capital/Fashion
Mall, LLC, filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
12-14517 and 12-14519) in Forth Lauderdale, Florida, on Feb. 24,
2012.

The Debtors have filed an application to employ Ivan J. Reich and
GrayRobinson, PA, as counsel.  Other first day motions include a
request to jointly administer the Chapter 11 cases, requests to
pay prepetition claims of critical vendors and employees, and a
plea to grant adequate protection to utilities.

US Capital/Fashion Mall is the owner of the former "Fashion Mall
at Plantation", now vacant, located at 321 N. University Drive, in
Plantation, Florida.  US Capital Holdings is the 100% owner of US
Capital/Fashion Mall.

The mall -- http://www.321north.com-- is presently dormant, in
part, as a result of a redevelopment plan for the mall of a
project called 321 North, which is intended to be a major, retail,
office and residential project.

The mall suffered extensive hurricane damage from Hurricane Wilma,
and has yet to be paid on its insurance claim.  After the
remaining tenants -- two restaurants -- abandoned the premises,
and due to issues with the city of Plantation on a new fire
system, the Debtors closed the mall and pursued redevelopment
efforts.

With the mall closed and without any income, the Debtors began
obtaining all funding for the redevelopment efforts by borrowing
from Holdings' parent company, Mapuche, LLC.  Mapuche is owned
primarily by a Chinese company, Tangshan Ganglu Iron & Steel Co.,
Ltd.  The Debtors' manager, Mr. Wei Chen, owns a small interest in
Mapuche.

The two restaurant tenants, Cheeseburger in Paradise
(Cheeseburger-South Florida, LP) and Bonefish Grill (OS Tropical,
LLC), sued for wrongful termination of their leases.  The circuit
court in Broward County entered judgment against Cheeseburger-
South Florida LP obtained a judgment in the amount of $3.56
million against Fashion Mall, and on Jan. 13, 2012, recorded a
certified copy of the judgment as a lien against the mall
property.  At the same trial OS Tropical, LLC also prevailed
against Fashion Mall, and it has been anticipated that a judgment
exceeding $3.32 million would be entered.  The Debtor is appealing
the rulings.

As a result of the recordation of the judgment by Cheeseburger-
South Florida, LP and Fashion Mall's inability to secure the funds
necessary to post a bond and obtain a stay of execution during the
appeal lender Canpartners Realty Holding Company IV, LLC, declared
the mortgage loan in default, and on Feb. 16 filed a mortgage
foreclosure action against the mall property, though the debtors
were current in their mortgage payments.

Wei Chen, manager of the Debtors, says it is the Debtors'
intention by the filing of the reorganization petition to secure
sufficient third party postpetition financing in the form of
either debt or equity to address the repayment of the Canyon loan,
the redevelopment of the 321 North project, the appeal of the OSI
judgments, and to confirm a chapter 11 plan that will provide a
fair treatment of the other creditors' claims.


US CAPITAL: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: US Capital Holdings, LLC
        8181 West Broward Boulevard, Suite 380
        Plantation, FL 33324

Bankruptcy Case No.: 12-14517

Chapter 11 Petition Date: February 24, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Ivan J. Reich, Esq.
                  GRAYROBINSON, P.A.
                  401 E. Las Olas Boulevard, #1850
                  Fort Lauderdale, FL 33301
                  Tel: (954) 761-8111
                  Fax: (954) 761-8112
                  Email: ireich@gray-robinson.com

                        - and ?

                  Patrick S. Scott, Esq.
                  GRAYROBINSON, P.A.
                  401 E. Las Olas Boulevard, #1850
                  Fort Lauderdale, FL 33303
                  Tel: (954) 761-8111
                  Fax: (954) 761-8112
                  E-mail: patrick.scott@gray-robinson.com

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

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
US Capital/Fashion Mall, LLC          12-14519            02/24/12
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by Wei Chen, manager.

A. US Capital Holdings's List of Its 10 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Canpartners Realty Holdings Co.    Lawsuit             $15,638,385
c/o Denise D. Dell-Powell
Burr & Forman, LLP
200 S. Orange Avenue, Suite 800
Orlando, FL 32801

Mapuche, LLC                       Loan                 $5,237,416
8181 West Broward Boulevard, Suite 380
Plantation, FL 33324

321 North Construction Management  Loan                    $94,495
8181 W. Broward Boulevard, Suite 380
Plantation, FL 33324

Wei Chen                           --                      $48,276

Berger Singerman LLP               Legal Services          $21,256

Philip Xiaopeng Guo                Legal Services          $15,000

Neighborhood Health                Health Insurance         $5,590

Grace He                           --                       $4,827

United Healthcare                  Health Insurance         $2,835

Konica Minolta                     Office Copier Lease        $266

B. US Capital/Fashion Mall, LLC's List of Its 14 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
OS Tropical, LLC                   Lawsuit              $3,319,286
c/o Christian C. Burden
Quarles & Brady LLP
101 E. Kennedy Boulevard, Suite 3400
Tampa, FL 33602

Fashion Mall Managing Member Corp. Lawsuit              $3,000,000
c/o Gregory R. Beck
Gregory R. Beck, P.A.
707 Southeast 3rd Avenue, 6th Floor
Fort Lauderdale, FL 33316

US Alliance Management Corp.       Lawsuit              $1,000,000
dba US Security
c/o Michael William Skop
12865 W. Dixie Highway, 2nd Floor
Miami, FL 33161

Becker & Poliakoff, P.A.           Legal Services         $221,897

Seiler, Sautter, Zaden, Rimes      Legal Services         $168,506
& Weihe

Akerman Senterfitt & Eidson PA     Legal Services         $110,335

PHF Plantation LP                  Account Payable        $108,242

Jones Lang LaSalle                 Consulting Services     $35,000

Business Valuation Systems         Expert Witness          $15,096

Keith and Schnars, P.A.            Consulting Services      $5,950

Property Tax Adjusters, Inc.       Legal Services           $5,060

Capital Credit Inc.                Security Service         $1,425

Hartford Insurance Co.             Flood Insurance            $751

U.S. Legal Support, Inc.           Court Reporter             $311


USI HOLDINGS: S&P Affirms 'B-' Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' counterparty
credit rating on USI Holdings Corp. and revised the outlook to
positive from stable. "At the same time, we revised our recovery
rating on USI's existing senior secured credit facilities, which
consist of a $550 million senior secured term loan B, a $100
million senior secured incremental term loan A, and a $100 million
revolving credit facility, to '2' from '3', indicating our
expectation of substantial (70%-90%) recovery for lenders in the
event of a payment default. As a result, Standard & Poor's raised
its ratings on these loans to 'B' (one notch higher than the 'B-'
counterparty credit rating on the company) from 'B-', in
accordance with our notching criteria for a recovery rating of
'2'. We also affirmed the '6' recovery rating and 'CCC' issue-
level rating on USI's unsecured credit facilities, which consist
of senior floating-rate notes and senior subordinated notes,
indicating our expectation of negligible (0%-10%) recovery for
lenders in the event of a payment default," S&P said.

"The outlook revision to positive is based on our expectation that
USI is in a position to display tangible organic revenue
improvements and earnings momentum over the coming year," said
Standard & Poor's credit analyst Julie Herman. "We believe this
improvement will stem from a combination of realized benefits from
structural improvements in the company's sales tactics and
operational platforms that the company has undertaken over the
past three years as well as stabilized rates and exposures in both
the company's property/casualty (P/C) and employee benefits
markets. In 2011, the company already began to show improvement.
For the first time since 2007, the company reversed its negative
organic growth to flat for the first nine months of 2011, partly
because of favorable new business and retention trends. In
addition, the company displayed modest credit metrics improvement,
with adjusted EBITDA fixed charge coverage of 2.3x for the first
nine months of 2011 (from 1.8x in 2010) and debt to EBITDA of 6.4x
as of Sept. 30, 2011 (from 7.2x in 2010)," S&P said.

"We raised the ratings on USI's senior secured credit facilities
based on our reevaluation of the company's enterprise value in our
simulated default scenario. We have increased our EBITDA multiple
to value the company because of our belief that stabilizing
insurance pricing and economic fundamentals will benefit USI's
market valuation if the company were to reorganize," S&P said.

"The outlook is positive. We believe that with its business
initiatives over the past three years, USI has positioned itself
to begin to display tangible organic revenue improvements and
earnings growth. We expect USI's organic revenue in 2012 to be
modestly positive (low single digits) as a result of favorable new
business and retention trends because of the company's strategic
initiatives and producer investments, and supplemented by a
neutral to positive impact from rate and exposure trends in the
company's markets. Further, we expect that the company's EBITDA
margins (excluding earnout payments) will continue to exceed 25%
and that the company will demonstrate margin improvement as it
continues to focus on synergies and expense savings. EBITDA
coverage likely will be 2x or higher because of earnings growth as
well as lower weighted average interest payments (resulting from a
more favorable interest rate hedging agreement the company entered
during the third quarter of 2011). Further, we expect debt to
adjusted trailing-12-months EBITDA of approximately 6.5x (flat
from 2011) as relatively high earnout payments in 2012 mitigate
earnings growth. However, excluding expected earnout payments,
adjusted debt to EBITDA should continue to show improvement at
below 6x for 2012. Finally, we expect USI to have positive cash
flow, and we believe that it will be able to meet its restrictive
covenants in the near to medium term," S&P said.

"We would consider raising the rating over the next 12 months if
the company continues to display favorable operating and financial
performance traction in 2012. The company could demonstrate this
by posting positive organic revenue growth as a result of
favorable new business and retention trends and sound market
fundamentals; and EBITDA growth through sustained margin
improvements, fewer recurring charges, and selective strategic
acquisitions. Credit metrics of EBITDA coverage above 2x and debt
to adjusted EBITDA (excluding expected earnout payments) below 6x
that we believe are sustainable would also likely be needed in
order for us to consider raising the rating. Alternatively, we
could lower the ratings if the company's revenue and profitability
fall short of our expectations because of the unsuccessful
execution of recent strategic initiatives, a negative market
impact, or more aggressive financial management. Covenant cushion
at less than 10%, weak liquidity, or debt leverage above 8x would
also precipitate a likely downgrade," S&P said.


VADIUM TECHNOLOGY: Section 341(a) Meeting Slated for March 6
------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Vadium Technology, Inc.'s Chapter 11 case on March 6, 2012, at
1:00 p.m.  The meeting will be held at the US Courthouse, Room
4107 (341 Meetings).

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

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

Seattle, Washington-based Vadium Technology, Inc. filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-10808) on
Jan. 30, 2012.  Bankruptcy Judge Marc Barreca presides over the
case.  Dallas W. Jolley, Jr., Esq. represents the Debtor in its
restructuring effort.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petition was signed by Rodney
Gene Nicholls, president & CEO.


VALHALLA CLO: Moody's Assigns 'B1' Rating to Class Q-1 Notes
------------------------------------------------------------
Moody's Investors Service has assigned this rating to notes issued
by Valhalla CLO, Ltd.:

US$10,000,000 Class Q-1 Extendable Securities (current rated
balance of $1,968,160), Assigned B1 (sf).

RATINGS RATIONALE

The Class Q-1 combination securities are comprised of $5 million
of Class C-2 Notes and $5 million of Income Notes of Valhalla CLO
, Ltd. The rating on the Class Q-1 combination securities
addresses the ultimate receipt of the Class Q-1 Rated Principal
plus a coupon of 2%. The rating is also based upon the
transaction's legal structure and characteristics of the
collateral pool.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the reference pool to have a swap notional
balance of $787 million, an eligible investments balance of $139.5
million, defaulted par balance of $47 million, a weighted average
default probability of 17.7% (implying a WARF of 2959), a weighted
average recovery rate upon default of 48.3%, and a diversity score
of 51. The default and recovery properties of the reference pool
are incorporated in cash flow model analysis where they are
subject to stresses as a function of the target rating of each CLO
liability being reviewed. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the reference pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the reference pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Moody's noted that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes, and that such exposure has grown as a result of the
deal's decision to participate in amend-and-extend activities.
Based on Moody's calculations, as of the October 2011 trustee
report, securities that mature after the maturity date of the
notes make up approximately 11.2% of the underlying portfolio. The
high percentage of these securities potentially exposes the notes
to market risk in the event of liquidation at the time of the
notes' maturity.

Valhalla CLO, Ltd., issued in August of 2004, is a synthetic
collateralized loan obligation referencing a portfolio of
primarily senior secured loans.

The methodologies used in this rating were "Moody's Approach to
Rating Collateralized Loan Obligations" published in June 2011 and
"Using the Structured Note Methodology to Rate CDO Combo-Notes"
published in February 2004.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2014 and
2016 which may create challenges for issuers to refinance. CLO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CLO documentation by different transactional
parties due to embedded ambiguities.

Below is a summary of the impact of different default
probabilities (expressed in terms of WARF levels) on all rated
notes (shown in terms of the number of notches' difference versus
the current model output, where a positive difference corresponds
to lower expected loss), assuming that all other factors are held
equal:

Moody's Adjusted WARF - 20% (2367)

Class Q-1: +2

Moody's Adjusted WARF + 20% (3550)

Class Q-1: -1

Sources of additional performance uncertainties are:

1) Amortization of the reference pool: The main source of
uncertainty in this transaction is the pace of amortization of the
reference pool from scheduled and unscheduled payments. Delevering
of the notes may accelerate due to high prepayment levels in the
loan market and/or collateral sales by the manager, which may have
significant impact on the notes' ratings.

2) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices.

3) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes an asset's terminal value upon
liquidation at maturity to be equal to the lower of an assumed
liquidation value (depending on the extent to which the asset's
maturity lags that of the liabilities) and the asset's current
market value.


VITRO SAB: Judge Clear Bondholders to Go After Interest Payments
----------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a New York state
judge on Friday allowed hedge funds and other investors in bonds
of Vitro SAB de CV to pursue collection actions for unpaid
interest despite the Company's attempt to halt the litigation.

According to Law360, New York Supreme Court Judge Bernard Fried
denied Vitro's request for a temporary restraining order to stop
several actions by investors, including affiliates of Aurelius
Capital Management LP and Elliott Management Corp., which have
already won judgments against the glassmaker over interest from
$1.2 billion in debt.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push
through a plan to buy back or swap US$1.2 billion in debt from
bondholders based on the vote of US$1.9 billion of intercompany
debt when third-party creditors were opposed.  Vitro as a result
dismissed the first Chapter 15 petition following the ruling by
the Mexican court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

The Vitro parent told the Mexico stock exchange that it received
sufficient acceptances of its reorganization pending in a court
in Monterrey.  The approval vote was evidently obtained using
claims of affiliates.  The bondholders are opposing the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.  Bondholders
previously cited an "independent analyst" who estimated the
Mexican plan was worth 49% to 54% of creditors' claims.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No.10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-
47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-
47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-
47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No.
10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477);
Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478);
B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479);
Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480);
Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP
Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted to
liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The Justice
Department's bankruptcy watchdog said $5.1 million in bills were
run up in bankruptcy and hadn't been paid.

                  Mexico Court Approves Plan

Mexican glassmaker Vitro SAB de CV won approval of its
reorganization plan by a judge in Monterrey, Mexico, the company
said in a statement Feb. 7, 2012.

The reorganization was being fought by holders of some of the $1.2
billion in defaulted bonds.  Bondholders were in opposition based
on an argument that the company created $1.9 billion in debt owing
by the parent to subsidiaries and used the affiliates' debt to
vote down opposition from bondholders. Bondholders also opposed
the plan would retain ownership.

Vitro characterized the ad hoc bondholder group as "vulture
investors" who have "an established pattern of highly litigious
behavior."


W.R. GRACE: Lenders Appeal Plan Order Before 3rd Circuit
--------------------------------------------------------
Certain lenders under the Debtors' Prepetition Bank Credit
Facilities' notified the U.S. District Court for the District of
Delaware that they will take an appeal to the United States Court
of Appeals for the Third Circuit from Judge Ronald L. Buckwalter's
memorandum opinion and order affirming the confirmation of the
Debtors' Joint Plan of Reorganization dated January 30, 2012.

The Bank Lender Group includes Archer Capital Management, L.P.;
Babson Capital Management, Inc.; Bank of America, N.A.; Barclays
Bank PLC; BBT Fund, L.P.; BBT Master Fund, L.P.; Caspian Capital
Advisors, LLC; Halcyon Master Fund L.P.; Intermarket Corp.; JP
Morgan Chase, N.A. Credit Trading Group; Loeb Partners
Corporation; Macquarie Bank Limited; Massachusetts Mutual Life
Insurance Company; MSD Credit Opportunity Master Fund, L.P.;
Normandy Hill Capital, L.P.; Onex Debt Opportunity Fund Ltd.; P.
Schoenfeld Asset Management, LLC; Royal Bank of Scotland, PLC;
Solus Alternative Asset Management LP; Taconic Capital Advisors
L.P.; Visium Asset Management, L.P.; and Waterstone Capital
Management L.P., together with certain funds affiliated with or
managed by those entities.

                    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: Wins Nod to Contribute $109.3-Mil. to Pension Plan
--------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware authorized the Debtors to contribute in 2012
up to approximately $109.3 million to the trust holding and
investing assets for the benefit of their U.S. defined benefit
employee retirement plans.

The 2012 Contribution comprises two components:

(1) A $36.4 million contribution that the Debtors have
     contemplated making during 2012, of which approximately
     $25.9 million is required by statute; and

(2) An additional contribution of up to $72.9 million.

The Debtors' January 2012 Contribution of $12.1 million is
approved.  The Debtors are authorized, but not required, to make
the remainder of the 2012 Contribution, totaling $97.2 million, on
or before March 31, 2012.

                    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: Submits Post-Confirmation Report for 4th Quarter
------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a post-confirmation
report for the quarter ended December 31, 2011.

                       W.R. Grace & Co.
          Post-Confirmation Quarterly Summary Report
                    As of December 31, 2011

Beginning Cash Balance                              $654,835,822

All receipts received by the debtor:

Cash Sales:                                                    0
Collection of Accounts Receivable:                 1,659,212,438
Proceeds from Litigation
  (settlement or otherwise):                                  0
Sale of Debtor's Assets:                                       0
Capital Infusion pursuant to the Plan:                         0
                                                  -------------
Total of cash received:                            1,659,212,438
                                                  -------------
Total of cash available:                          $2,314,048,260
                                                  =============

Less all disbursements or payments
  (including payments made under the
  Confirmed Plan) made by the Debtor:

Disbursements made under the Plan,
   excluding the administrative claims
   of bankruptcy professionals:                              $0

Disbursements made pursuant to the
  administrative claims of
  bankruptcy professionals:                       1,525,436,781

All other disbursements made in the
  ordinary course:                                            0
                                                  -------------
Total Disbursements                                1,525,436,781
                                                  -------------
Ending Cash Balance                                 $788,611,479
                                                  =============

A full-text copy of the Post-Confirmation Report is available for
free at http://bankrupt.com/misc/WRG_PostCon_Report_Dec2011.pdf

On January 31, 2011, Judge Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware issued an order
confirming the Joint Plan of Reorganization proposed by the
Debtors, and co-proposed by the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.

On January 30, 2012, Judge Ronald L. Buckwalter of the U.S.
District Court for the District of Delaware has denied all
objections and confirmed the Joint Plan its entirety.

                    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)


WADE CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wade Construction, Inc.
        100031 S Hwy 177
        Meeker, OK 74855

Bankruptcy Case No.: 12-10731

Chapter 11 Petition Date: February 22, 2012

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Niles L. Jackson

Debtor's Counsel: Kenneth Lee Peacher, Esq.
                  4101 Perimeter Center Dr., Suite 200
                  Oklahoma City, OK 73112
                  Tel: (405) 917-5000
                  Fax: (405) 917-5005
                  E-mail: kpeacher@nashfirm.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/okwb12-10731.pdf

The petition was signed by Bobby R. Wade, president.


WILCOX EMBARCADERO: Taps Gabrielson & Company as Accountant
-----------------------------------------------------------
Wilcox Embarcadero Associates, LLC, asks the U.S. Bankruptcy Court
for the Northern District of California for permission to employ
Gabrielson & Company as accountant.

Gabrielson will:

   a. assist the Debtor in the preparation of required financial
   reports to the Court and parties-in-interest, including monthly
   operating reports; and

   b. consult and advise with respect to any other tax and
   accounting matter the Debtor believes are relevant to the
   administration of the bankruptcy estate.

Michael R. Gabrielson has agreed to undertake the matter at his
standard hourly rate of $325.

To the best of the Debtor's knowledge, Mr. Gabrielson does not now
hold or represent any interest materially adverse to the interests
of the estate or of any class of creditors or equity security
holders.

                About Wilcox Embarcadero Associates

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Calif. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

Steele, George, Schofield & Ramos LLP represents the Debtor in its
restructuring efforts.

In its schedules, The Debtor disclosed $10.2 million in assets and
under $8.6 million in liabilities.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan. The Debtor is in negotiations with a
new lender to take out the lender, but needs more time to
accomplish this task.

Judge Roger L. Efremsky presides over the case.


WILCOX EMBARCADERO: Access to WF Cash Collateral Ends Aug. 31
-------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California approved a stipulation
authorizing, on an interim basis, Wilcox Embarcadero Associates,
LLC to use the cash collateral until Aug. 31, 2012.

The stipulation entered between the Debtor and secured creditor
Wells Fargo Bank, N.A. provides for (i) authorizing Debtor to use
cash collateral; (ii) modifying automatic stay; (iii) granting
postpetition liens; and )(iv) granting adequate protection.

Under the stipulation, the Debtor will make payments on the note
in the sum of $19,342 per month on the first day of each month,
beginning on March 1, 2012.  Wells will continue to receive
monthly payments in the sum of $19,342 on the first day of each
month until there is a final order on use of cash collateral, a
Plan of Reorganization or another agreement between the Parties.

                About Wilcox Embarcadero Associates

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Calif. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

Steele, George, Schofield & Ramos LLP represents the Debtor in its
restructuring efforts.

In its schedules, the Debtor disclosed $10.2 million in assets and
under $8.6 million in liabilities.  The Debtor's property secures
an $8.55 million debt to Wells Fargo and Owens Mortgage Investment
Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan. The Debtor is in negotiations with a
new lender to take out the lender, but needs more time to
accomplish this task.

Judge Roger L. Efremsky presides over the case.


WILSON INTERNATIONAL: Meeting to Form Creditors' Panel on March 8
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold aan organizational meeting on March 8, 12, 2012, at 10:00
a.m. in the bankruptcy case of Wilson Development Associates, LLC.

The meeting will be held at:

   J. Caleb Boggs Federal Building
   844 King Street, Room 5209
   Wilmington, DE 19801

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

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

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

                    About Wilson International

Camden, New Jersey-based Wilson International Partners, LLC, and
an affiliate filed bare-bones Chapter 11 petitions (Bankr. D. Del.
Case Nos. 12-10578 and 12-10579) in Delaware on Feb. 21, 2012.
Wilson International Partners estimated up to $10 million in
assets and liabilities.  Affiliate Wilson Development Associates,
LLC, which claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 01(51B), estimated assets and debts of up to
$50 million.


WINDOW FACTORY: American Integrity Wants Ch. 11 Trustee Appointed
-----------------------------------------------------------------
Creditor American Integrity Corporation asks the U.S. Bankruptcy
Court for the Southern District of California to appoint a trustee
in the Chapter 11 case of Window Factory, Inc.

American Integrity explains that in the instant case, the
compelling reason for the appointment of a trustee is the fact of
a corporate Debtor without representation by counsel.  The
principals of the Debtor have stated the Debtor does not have the
ability to retain counsel to represent the corporate Debtor and
the only way to protect the interests of creditors is by the
appointment of a trustee.  Further, with the Debtor not having
counsel, a trustee would be able to more effectively and
efficiently accomplish the goal of a chapter 11 case than would
the Debtor.

Additionally, American Integrity relates that the principals of
the Debtor are the same management which incurred over $350,000 in
IRS employee withholding liability and the filing of several tax
liens, and what appears to be over $50,000 in unpaid wage claims
to employees.  A trustee would be able to ensure postpetition
employee wages are timely paid and the appropriate tax withholding
occurs and disbursements made for only essential expenses required
to keep the business operations continuing.

The court will hold a hearing on March 8, 2012, at 10:00 a.m. on
the appointment of a trustee.

American Integrity is represented by:

         Jeffrey D. Schreiber, Esq.
         2635 Camino Del Rio South, Suite 301
         San Diego, CA 92108
         Tel: (619) 296-8600
         Fax: (619) 795-8993

                  About The Window Factory, Inc.

On Dec. 8, 2011, American Integrity Corp., Ajit Ahooja, and Herde
Computer Services signed involuntary Chapter 11 petitions for The
Window Factory, Inc., (Bankr. S.D. Calif. Case No. 11-19842).
Judge Laura S. Taylor presides over the case.  Jeffrey D.
Schreiber, Esq., at The Schreiber Law Firm, serves as counsel to
the petitioning creditors, which allege $407,000 in total claims.

As reported in the Troubled Company Reporter on Jan. 27, 2012, the
Court ordered that, in consideration of the involuntary petition
filed by  American Integrity Corp., Ajit Ahooja, and Herde
Computer  Services against The Window Factory, Inc., an order for
relief  under Chapter 11 of Title 11 of the United State Code is
granted.


WOODBURY DEVELOPMENT: Taps Backenroth Frankel as Counsel
--------------------------------------------------------
Woodbury Development LLC seeks Bankruptcy Court authority to
employ Backenroth Frankel & Krinsky, LLP, as counsel.  Backenroth
will be paid at these hourly rates:

          Paralegal: $125
          Scott A. Krinsky: $450
          Mark A. Frankel: $485
          Abraham J. Backenroth: $550

The firm was not paid a retainer by the Debtor prior to the
bankruptcy filing.

Mark Frankel, Esq., a member of the firm, attests that Backenroth
represents no interest adverse to the Debtor or its creditors, and
is a disinterested person within the meaning of Sec. 101(14) of
the Bankruptcy Code.

Brooklyn-based Woodbury Development, LLC, filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 12-40652)
on Jan. 31, 2012.  The Debtor, a Single Asset Real Estate in
11 U.S.C. Sec. 101 (51B), scheduled $14 million in assets and
$7.4 million in liabilities.  Its sole asset is the Site A of the
Interstate Commerce Center in Woodbury, New York, which is valued
at $14 million.  The property serves as collateral to a
$7.2 million debt to Woodbury R.E. Group LLC.

Judge Jerome Feller presides over the case.  The petition was
signed by Deborah Harfanes, president.


WOODBURY DEVELOPMENT: Sec. 341 Creditors' Meeting on March 12
-------------------------------------------------------------
The United States Trustee for Region 2 will convene a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case
of Woodbury Development LLC on March 12, 2012, at 10:00 a.m. at
271 Cadman Plaza East, Room 4529, in Brooklyn, New York.

Brooklyn-based Woodbury Development, LLC, filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 12-40652)
on Jan. 31, 2012.  The Debtor, a Single Asset Real Estate in
11 U.S.C. Sec. 101 (51B), scheduled $14 million in assets and
$7.4 million in liabilities.  Its sole asset is the Site A of the
Interstate Commerce Center in Woodbury, New York, which is valued
at $14 million.  The property serves as collateral to a
$7.2 million debt to Woodbury R.E. Group LLC.

Judge Jerome Feller presides over the case.  The petition was
signed by Deborah Harfanes, president.


WOODBURY DEVELOPMENT: Status Conference Scheduled for April 17
--------------------------------------------------------------
The Bankruptcy Court has scheduled a Status Conference in the
Chapter 11 case of Woodbury Development LLC for April 17, 2012, at
10:00 a.m. at Courtroom 3554.

Brooklyn-based Woodbury Development, LLC, filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 12-40652)
on Jan. 31, 2012.  The Debtor, a Single Asset Real Estate in
11 U.S.C. Sec. 101 (51B), scheduled $14 million in assets and
$7.4 million in liabilities.  Its sole asset is the Site A of the
Interstate Commerce Center in Woodbury, New York, which is valued
at $14 million.  The property serves as collateral to a
$7.2 million debt to Woodbury R.E. Group LLC.

Judge Jerome Feller presides over the case.  The petition was
signed by Deborah Harfanes, president.


Z TRIM HOLDINGS: Sells 311,545 Common Shares to Brightline
----------------------------------------------------------
Z Trim Holdings, Inc., on Feb. 23, 2012, entered into a private
placement subscription agreement with Brightline Ventures I-B,
LLC, pursuant to which the Company sold 311,545 shares of Common
Stock, for a price of $1.50 per share and received gross proceeds
of $467,318.

Between January 20 and Feb. 17, 2012, the Company secured bridge
financing from three accredited investors pursuant to which the
Company sold senior secured convertible promissory notes and
warrants and received gross proceeds of $200,000.  The Notes have
a twenty-four month term and accrue interest at the rate of 8% per
annum.  The principal balance of the Notes is convertible at the
rate of $1.00 per share into an aggregate of 200,000 shares of our
common stock, $.00005 par value.  The interest is payable either
upon maturity of the Notes or quarterly at the Investors' option
in shares of the our Common Stock.  Any amount of principal or
interest which is not paid when due shall bear interest at a rate
of interest equal to the 18% per annum.

The Notes will be secured by a first lien on all of the Company's
assets for so long as the Notes remain outstanding.  The Notes are
callable at any time by the Company, at which time the Investors
may choose to either convert the note into Common Stock or to
receive re-payment in cash.  The Investors also received a five
year warrant, to purchase an aggregate of 100,000 shares of Common
Stock per unit with an exercise price of $1.50 per share.  The
Warrants are also callable by the Company in the event that the
ten day trailing average closing price per share of Common Stock
exceeds $2.99.

The Company expects to use the proceeds from the sale of the
Notes, net of transaction expenses, for general corporate
purposes, including working capital.

On Feb. 17, 2011, the Company entered into an Investment Banking
Agreement with Legend Securities, Inc., pursuant to which Legend
agreed to provide business advisory services to the Company for a
period of up to eighteen months with the Company's ability to
further extend the term of the Investment Banking Agreement for an
additional six months.  The Company can terminate the Investment
Banking Agreement at any time for any reason except during the
first ninety days which requires a material breach by Legend that
is uncured for ten days following notification of that breach.

In exchange for Legend's services, the Company agreed to pay
Legend the sum of $10,000 per month and to issue Legend a warrant
for the purchase of 550,000 shares of the Company's common stock
at an exercise price of $0.71 per share.  The Legend Warrants vest
as follows: 91,666 of the Legend Warrants vest on the Effective
Date and then 91,666 of the Legend Warrants vest each 90 day
period thereafter.  The Legend Warrants will have a term of five
years.  When issued, the Legend Warrants will contain a cashless
exercise provision and certain "piggy-back" registration rights,
pursuant to which the Company will register the shares underlying
the Legend Warrants under the Securities Act of 1933, as amended,
in a registration statement filed with the U.S. Securities and
Exchange Commission.

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company reported a net loss of $10.91 million in 2010 and a
net loss of $12.21 million in 2009.

The Company's balance sheet at June 30, 2011, showed $6.50 million
in total assets, $16.09 million in total liabilities, $1.52
million in total commitment and contingencies, and a $11.11
million total stockholders' deficit.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year.  As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.

The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound.  Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.

Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations.  If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.


* Oaktree Capital Reports Wider Net Loss for 2011 Ahead of IPO
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that investment-
management firm Oaktree Capital Group LLC said its net loss
widened to $96 million in 2011, while revenue fell 24% to $155.8
million.


* Investors Bet on Retirement Home Bonds Despite High Default Rate
------------------------------------------------------------------
Mike Cherney, writing for The Wall Street Journal, reports that
Municipal Market Advisors said earlier this month that 2.13% of
bonds tied to so-called continuing-care retirement communities are
in default, the sixth-highest of 46 types of municipal debt
tracked by the research-and-advisory firm.

WSJ says investors, however, remain optimistic, betting that an
improving real-estate market and legions of baby boomers
approaching retirement age bode well for the industry.

WSJ says these types of bonds, which often carry higher yields
than safer debt issued by states or cities, had returned more than
5.5% this year as of Thursday, Feb. 23, according to the Barclays
Capital Municipal Bond index.  In contrast, 10-year investment-
grade municipal debt returned about 1.3%.

WSJ explains that continuing-care communities are one-stop shops
for seniors.  They include residential units where healthy seniors
live on their own, assisted-living units for those who need some
help, and nursing beds for people requiring constant care.  The
nonprofit entities that run them can issue tax-exempt bonds
through cooperative local government agencies.

The report notes the communities typically charge entrance fees
for new residents, in the hundreds of thousands of dollars.  Many
seniors sell their homes to pay the fees, but the real-estate
downturn made that more difficult.  As a result, retirement
communities attracted fewer residents than expected. Some tumbled
into bankruptcy. The Clare at Water Tower facility in downtown
Chicago filed for Chapter 11 bankruptcy in November, with $229
million in municipal bonds outstanding.

Firms, according to WSJ, that trade in these bonds include:

     1. Lord Abbett & Co., which owns more than $100 million
        worth of retirement bonds.

     2. Thornburg Investment Management, which recently purchased
        bonds tied to the Kendal at Lexington center, near
        Washington and Lee University in Lexington, Va., according
        to Josh Gonze, the firm's co-portfolio manager.  In
        September, the firm scooped up $1 million in bonds
        maturing in 2028 for less than 90 cents on the dollar,
        for a 6.4% yield.

     3. Michael Walls, who manages the Waddell & Reed Advisors
        Municipal High Income Fund and the Ivy Municipal High
        Income Fund, has been buying debt tied to the Edgemere
        community in Dallas. He has picked up the bonds at prices
        ranging from 87 cents on the dollar to 101.5 cents, near
        where it is trading now.

     4. EdenHill Communities, in New Braunfels, Texas, sold about
        $50 million in unrated tax-exempt bonds in January, with
        the 2047 maturity offering a yield of 7.4%.

WSJ notes, however, that many of the facilities are start-ups that
are exposed to higher construction or economic risk than the
typical municipal investment, leading to higher default rates.
That can make the bonds less liquid during difficult times.

Overall, about $28 billion worth of municipal debt tied to
continuing-care communities is in the market, according to
Municipal Market Advisors, WSJ reports.  Another $6.5 billion has
been issued by facilities that offer less-comprehensive services,
such as only independent living, assisted living or nursing care.

According to WSJ, Municipal Market Advisors said defaults for
less-comprehensive facilities exceed those of continuing-care
communities -- 4.48% for assisted living, 4.19% for independent
living and 3.97% for nursing homes.  In contrast, debt backed by
the taxing power of state and local governments had a 0.01%
default rate.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
  Company         Ticker        ($MM)      ($MM)      ($MM)
  -------         ------       ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN        125.3       (7.2)      10.8
ACCO BRANDS CORP  ABD US      1,116.7      (61.9)     316.8
AMC NETWORKS-A    AMCX US     2,121.5   (1,065.5)     519.5
AMER AXLE & MFG   AXL US      2,328.7     (419.6)     187.0
AMER RESTAUR-LP   ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US     2,039.6     (105.7)     (50.8)
AMYLIN PHARM INC  AMLN US     1,870.2     (138.7)     125.2
ANOORAQ RESOURCE  ARQ SJ        927.7     (148.7)      29.2
AUTOZONE INC      AZO US      5,932.6   (1,347.1)    (736.3)
BAZAARVOICE INC   BV US          46.8      (15.4)     (18.2)
BLUEKNIGHT ENERG  BKEP US       320.8      (12.5)     (69.9)
BLUESKY SYSTEMS   BSKS US         0.1       (0.2)       -
BOSTON PIZZA R-U  BPF-U CN      146.9     (105.3)      (2.0)
CABLEVISION SY-A  CVC US      6,740.1   (5,525.9)    (886.1)
CADIZ INC         CDZI US        49.3       (4.7)       2.5
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CC MEDIA-A        CCMO US    16,542.0   (7,471.9)   1,556.3
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US      1,407.1     (331.1)     222.9
CERES INC         CERE US        33.1      (13.7)      12.0
CHENIERE ENERGY   CQP US      1,737.3     (545.0)      57.7
CHENIERE ENERGY   LNG US      2,651.4     (446.9)    (282.7)
CHOICE HOTELS     CHH US        467.9      (14.4)      28.0
CINCINNATI BELL   CBB US      2,683.8     (626.1)      22.7
CLOROX CO         CLX US      4,290.0     (199.0)    (289.0)
CLOVIS ONCOLOGY   CLVS US        26.4      (18.1)     (19.2)
CROWN HOLDINGS I  CCK US      6,868.0     (239.0)     318.0
DEAN FOODS CO     DF US       5,754.4      (98.7)     423.3
DELTA AIR LI      DAL US     43,499.0   (1,396.0)  (4,972.0)
DENNY'S CORP      DENN US       350.5       (9.7)     (25.9)
DIGITAL DOMAIN M  DDMG US       178.9      (85.7)     (38.3)
DIRECTV-A         DTV US     18,423.0   (2,842.0)    (502.0)
DISH NETWORK-A    DISH US    11,470.2     (419.0)     527.3
DISH NETWORK-A    EOT GR     11,470.2     (419.0)     527.3
DOMINO'S PIZZA    DPZ US        438.2   (1,221.0)     118.2
DUN & BRADSTREET  DNB US      1,775.6     (558.0)    (478.3)
FREESCALE SEMICO  FSL US      3,415.0   (4,480.0)   1,432.0
GENCORP INC       GY US         939.5     (207.2)     101.1
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC  GRZ US         85.2      (19.9)      60.2
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
HANDY & HARMAN L  HNH US        380.4       (0.9)      39.2
HCA HOLDINGS INC  HCA US     26,898.0   (7,014.0)   1,679.0
HUGHES TELEMATIC  HUTCU US       94.0     (111.8)     (39.0)
HUGHES TELEMATIC  HUTC US        94.0     (111.8)     (39.0)
INCYTE CORP       INCY US       329.0     (227.1)     175.2
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       137.5      (34.8)      (7.5)
JUST ENERGY GROU  JE US       1,644.4     (394.5)    (338.4)
JUST ENERGY GROU  JE CN       1,644.4     (394.5)    (338.4)
LIN TV CORP-CL A  TVL US        815.8     (115.0)      56.6
LIZ CLAIBORNE     LIZ US      1,144.0     (420.0)     (97.3)
LORILLARD INC     LO US       3,008.0   (1,513.0)   1,079.0
MAINSTREET EQUIT  MEQ CN        477.7      (11.1)       -
MANNING & NAPIER  MN US          66.1     (184.6)       -
MARRIOTT INTL-A   MAR US      5,910.0     (781.0)  (1,234.0)
MEAD JOHNSON      MJN US      2,766.8     (168.0)     689.6
MEDIVATION INC    MDVN US       188.3       (3.9)      89.4
MERITOR INC       MTOR US     2,553.0     (983.0)     180.0
MONEYGRAM INTERN  MGI US      5,175.6     (110.2)     (40.4)
MOODY'S CORP      MCO US      2,876.1     (158.4)     290.4
MORGANS HOTEL GR  MHGC US       480.8      (77.2)      (4.1)
NATIONAL CINEMED  NCMI US       820.2     (346.8)      68.4
NEXSTAR BROADC-A  NXST US       582.7     (187.0)      26.2
NPS PHARM INC     NPSP US       214.0      (46.1)     156.0
NYMOX PHARMACEUT  NYMX US         6.5       (5.5)       3.3
ODYSSEY MARINE    OMEX US        25.8       (0.7)      (4.1)
OTELCO INC-IDS    OTT US        316.1      (10.1)      22.9
OTELCO INC-IDS    OTT-U CN      316.1      (10.1)      22.9
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       269.5     (204.3)     100.5
PETROALGAE INC    PALG US         8.3      (76.0)     (77.4)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       304.3     (105.9)      44.1
REGAL ENTERTAI-A  RGC US      2,262.0     (555.7)     (25.8)
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
RENTECH NITROGEN  RNF US        152.4      (76.1)     (32.3)
REVLON INC-A      REV US      1,157.1     (692.9)     183.3
RSC HOLDINGS INC  RRR US      3,141.0      (38.4)      (1.0)
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,792.7     (168.5)     482.3
SINCLAIR BROAD-A  SBGI US     1,571.4     (111.4)    (111.5)
SINCLAIR BROAD-A  SBTA GR     1,571.4     (111.4)    (111.5)
SMART TECHNOL-A   SMT US        529.8       (7.1)     183.9
SMART TECHNOL-A   SMA CN        529.8       (7.1)     183.9
SUN COMMUNITIES   SUI US      1,368.0     (100.7)       -
SYNERGY PHARMACE  SGYP US         2.1       (8.6)      (6.1)
TAUBMAN CENTERS   TCO US      3,336.8     (256.2)       -
THERAVANCE        THRX US       258.8      (87.1)     199.3
UNISYS CORP       UIS US      2,612.2   (1,311.0)     487.3
VECTOR GROUP LTD  VGR US        931.0      (66.7)     252.6
VERISIGN INC      VRSN US     1,856.2      (88.1)     788.9
VERISK ANALYTI-A  VRSK US     1,379.9     (158.9)    (234.2)
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS   WTW US      1,121.6     (409.8)    (279.7)
WESTMORELAND COA  WLB US        769.0     (174.4)      (5.9)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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