TCR_Public/120229.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, February 29, 2012, Vol. 16, No. 59

                            Headlines

ALPHA NATURAL: Moody's Affirms 'Ba2' Corporate Family Rating
AMBAC FINANCIAL: Amends Plan to Include IRS Settlement Offer
AMERICAN AMEX: Taps D. Blair Clark as Chapter 11 Counsel
AMERICAN AMEX: Sec. 341 Creditors' Meeting on March 23
AMERICAN ELECTRIC: Fitch Affirms 'BB+' Jr. Sub. Debt Rating

AMERICAN PACIFIC: S&P Raises Corporate Credit Rating to 'B'
ANCHOR GOVERNMENT: Case Summary & 20 Largest Unsecured Creditors
ANGELINO PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
ARCTIC GLACIER: Initiates Sale and Investor Solicitation Process
ASSURANT INC: Moody's Changes Outlook to Stable

AUGGDAN, INC.: Case Summary & 8 Largest Unsecured Creditors
BALL CORP: Moody's Assigns 'Ba1' Rating to New Senior Notes
BALL CORP: Fitch Affirms 'BB+' Issuer Default Rating
BALL CORP: S&P Affirms 'BB+' Corporate Rating; Outlook Stable
BEAR MOUNTAIN: Court OKs Lakeland Agency as Realtor

BEAR MOUNTAIN: Court Approves Larson Berg as Special Counsel
BEAR MOUNTAIN: Court Extends Plan Exclusivity Period to March 29
BI-LO LLC: Moody's Confirms 'B2' Corporate Family Rating
BLUE HORIZON: Case Summary & 20 Largest Unsecured Creditors
BMF INC: Hires Carmen D. Conde Torres as Bankruptcy Lawyer

BMF INC: Sec. 341 Creditors' Meeting on March 9
BMF INC: Chapter 11 Status Conference Set for April 3
BODOG.COM: U.S. Shutters Illegal Online Sports-Betting Business
BONAVIA TIMBER: Third Eye Seeks Dismissal of Chapter 11 Case
BONAVIA TIMBER: Court OKs Northwest Farm & Ranch as Appraiser

BLUE COAT: S&P Assigns 'B+' Corporate Credit Rating
BUFFETS INC: Moelis & Co. Approved as Financial Advisor
BUFFETS INC: Paul Weiss Approved as Bankruptcy Counsel
BUFFETS INC: PricewaterhouseCoopers LLP OK'd as Tax Consultants
BUFFETS INC: Huntley Mullaney Okayed as Real Estate Consultant

BUFFETS INC: Young Conaway Approved as Local Bankruptcy Counsel
CALLAWAY CLINIC: Case Summary & 9 Largest Unsecured Creditors
CATHAY GENERAL: Solid Performance Cues Fitch to Affirm Ratings
CATHEDRAL CITY: S&P Keeps Bond Ratings on Watch Negative
CB HOLDING: Charlie Brown's Plan Okayed Over Creditors' No Vote

CDC CORP: GCG Inc. Approved as the Official Noticing Agent
CDC CORP: Solomon Harris Approved as Corporate Counsel
CEMEX ESPANA: Fitch Rates Proposed Sr. Sec. Notes at 'B+/RR3'
CENTAM PARTNERS: Court Dismisses Chapter 11 Case
CHEYENNE HOTELS: Can Hire Meili Sikora as Advisor & Accountant

CHRIST HOSPITAL: Hires Porzio as Bankruptcy Counsel
CHRIST HOSPITAL: Taps Alvarez & Marsal as Financial Advisor
CHRIST HOSPITAL: Logan & Co. to Serve as Claims and Noticing Agent
CHRIST HOSPITAL: Hires Counsel for Labor-Related Matters
CHRIST HOSPITAL: Committee Hires JH Cohn as Financial Advisors

CHRISTIAN BROTHERS: Palma High School Dragged in Bankruptcy Case
CIVIC PARTNERS: Defends Chapter 11 Filing in Iowa Court
CLARA'S ON THE RIVER: Restaurant Operator Files for Bankruptcy
COLONIAL GOLF: Chapter 11 Bankruptcy Blocks Foreclosure Auction
COMMANDER PREMIER: Bankruptcy Hearing Pushed Back to May 22

CYBERDEFENDER CORPORATION: Voluntary Chapter 11 Case Summary
DELAWARE COUNTY: Fitch Cuts Rating on $57.4-Mil. Bonds to 'BB'
DESERT OASIS: Court Won't Reconsider Plan Approval Order
DIPPIN' DOTS: Bank Wants Curt Jones Stripped of Control
DIPPIN' DOTS: Seeks $2MM DIP Loan From Fischer Ventures

DS WATERS: Moody's Cuts Rating on First Lien Term Loans to 'B2'
DORAL FINANCIAL: Fitch Affirms 'CCC' Issuer Default Ratings
DOUGLAS INDUSTRIES: Owes $39,524 in Back Taxes to Tiverton
E & I CONSTRUCTION: Case Summary & 4 Largest Unsecured Creditors
EAGLE POINT: Taps Sussman Shank as Bankruptcy Attorneys

EASTMAN KODAK: Debtor and Execs. Face Suits Over Retirement Plans
EASTMAN KODAK: To Focus Operations in Asia-Pacific After Ch. 11
EASTMAN KODAK: Puts Special Effects Unit Cinesite for Sale
EASTMAN KODAK: Briscoe and Powers Probe Claims vs. Executives
EMPRESAS INTEREX: Files Schedules of Assets and Liabilities

ENER1 INC: Section 341(a) Meeting Scheduled for March 2
ENER1 INC: Can Hire Garden City Group as Notice Agent
ENER1 INC: Files Schedules of Assets and Liabilities
EVERGREEN SOLAR: Two Directors Resign from Board
FAIRPOINT COMMUNICATIONS: S&P Affirms 'B'; Outlook Negative

FIRST DATA: Fitch Says Term Loan Extension Won't Affect Ratings
FRIGORIFICO MARIN: Case Summary & 20 Largest Unsecured Creditors
FULLER BRUSH: Has Approval for Interim Loan of $1.5 Million
GASPROM INC: Case Summary & 2 Largest Unsecured Creditors
GATHERING RANCH: Voluntary Chapter 11 Case Summary

GENERAL MARITIME: Waives Min. EBITDA Covenant Under DIP Facility
GENMAR HOLDINGS: Jacobs Sues Bankr. Trustee Over Clawback Suits
GLAZIER GROUP: Seeks Final Decree Closing Chapter 11 Case
GOLDEN TEMPLE: CEO et al. File for Chapter 11 Protection
GRAPHIC TRADE: Case Summary & 20 Largest Unsecured Creditors

GRUBB & ELLIS: Committee Represented by Alston & Bird
GRUBB & ELLIS: C-III Investments Discloses 8.1% Equity Stake
GRUBB & ELLIS: Jacob Berkel Resigns from All Positions
H.J. HEINZ: Moody's Issues Summary Credit Opinion
HOSTESS BRANDS: Retains Kobi's Gregory Rayburn as CRO

ICOP DIGITAL: Files Chapter 11 Plan of Liquidation
JOHN FOSTER: Files for Chapter 11 Bankruptcy Protection
LACK'S STORES: Plan Confirmation Hearing Continued Until April 3
LDB MEDIA: SNN News 6 Owner Files for Chapter 11 Bankruptcy
LDB MEDIA: Case Summary & 20 Largest Unsecured Creditors

LEHMAN BROTHERS: Allowed by Judge to Use Non-Cash Assets Reserve
LEHMAN BROTHERS: Zell Raises Bid for Archstone Stake to $1.5-Bil.
LEHMAN BROTHERS: Status Conference Today on Suit vs. BoA, Barclays
LEHMAN BROTHERS: JPMorgan SayS Safe-Harbor Defeats Lehman Suit
LEHMAN BROTHERS: David R. Chase Continues to Probe UBS Claims

LIBERTY INTERACTIVE: Fitch Affirms Issuer Default Rating at 'BB'
LIGHTSQUARED INC: CEO and EVP Step Down Amid Regulatory Setback
MANDALAY DIGITAL: Has Going Concern Doubt Amid Losses, Cash Issues
MERIDIAN SHOPPING: Hires Dennis Yan as Attorney
MF GLOBAL: Schedules Deadline Further Extended to March 19

MF GLOBAL: SIPA Lease Decision Period Extended to May 29
MF GLOBAL: Trustee Wins Nod for Skadden Arps as Special Counsel
MF GLOBAL: Ch. 11 Trustee Wins Nod for Morrison as Counsel
MF GLOBAL: Pepper Hamilton Okayed as Trustee's Tax Counsel
MHM EQUITIES: Case Summary & 7 Largest Unsecured Creditors

MONEY TREE: Creditors Committees Want Omnibus Group Formed
MONTPELLIER HOLDING: Voluntary Chapter 11 Case Summary
MSR RESORT: Paulson Resorts, Hilton Sparring on Management Rights
MSR RESORT: Court Extends Plan Exclusivity Until April 4
MSR RESORT: Judge Approves Settlement With Marriott

NCL CORP: Moody's Assigns 'Caa1' Rating to $100-Mil. Notes
NCL CORPORATION: S&P Rates $100-Mil. Senior Notes Add-On at 'B+'
NEVADA CANCER: Wants Plan Filing Deadline Extended to May 30
NEVADA CANCER: Can Hire Hooper Lundy as Regulatory Counsel
NEVADA CANCER: Court OKs Kamer Zucker Abbott as Labor Counsel

NEVADA CANCER: Court Approves RB Muskin as IP Consultant
NEW CENTAUR: Moody's Assigns 'B3' CFR; Outlook Stable
NSG HOLDINGS: S&P Raises Rating on $286-Mil. Term Loan to 'BB+'
OCWEN FINANCIAL: Fitch Affirms 'B+' LT IDR; Outlook Negative
OPEN RANGE: Reorganization Converted to Chapter 7

PACIFIC AVENUE: Developers Agree to Pay $3 Million Under Deal
PACIFIC LUMBER: Noteholder Case Settled for $7.5 Million
PONCE DE LEON: Wants Stipulation on Cash Collateral Access OK'd
PONCE TRUST: Chapter 11 Filing Stops Condo Foreclosure
RANGE RESOURCES: Moody's Assigns 'Ba3' Rating to $500-Mil. Notes

RANGE RESOURCES: S&P Assigns BB Rating to Sr. Subordinated Notes
RCS CAPITAL: Wins Nod to Hire Bifferato as Special Counsel
RCS CAPITAL: Court OKs Collins as Committee's Counsel
RCS CAPITAL: Files First Amended Disclosure Statement
SAAB AUTOMOBILE: Ally Financial Wants to Bar US Unit's Cash Use

SEA TRAIL: Plan Confirmation Hearing Scheduled for March 22
SECURITY NATIONAL: Can Access Cash Collateral Thru March 20
SECURITY NATIONAL: Creditors' Proofs of Claim Due March 1
SHOPPES OF LAKESIDE: Modifies Plan Ahead of March 21 Hearing
SINO-FOREST: Former Investor Sues Paulson's Hedge Fund

SLAVERY MUSEUM: IRS Revokes Federal Tax Exempt Status
SNEAKERS JAX: Files for Chapter 11 With Reorganization Plan
SNEAKERS SPORTS: Files for Chapter 11 Bankruptcy Protection
SNOKIST GROWERS: Bidding Protocol Gives Unfair Edge to Truitt
SOLO CUP: Fitch Withdraws 'CCC' Senior Subordinated Notes

SOLYNDRA LLC: Wants DIP Loan Termination Date Moved to June 2
SOLYNDRA LLC: Judge Walrath Approves Bonuses to 20 Employees
SOLYNDRA LLC: Probe Reveals DOE Approved Partial Loan Guarantee
SOMERSET PROPERTIES: Court OKs $231,000 Cash Use in January
SONORA DESERT: Files Schedules of Assets and Liabilities

SONORA DESERT: Wells Fargo Disputes Unauthorized Payments
SPRINT NEXTEL: Fitch Rates Jr. Guaranteed Unsec. Notes at 'BB'
STOCKTON CALIF: S&P Lowers Issuer Credit Rating to 'BB'
STOCKTON CITY: Moody's Downgrades Issuer Rating to 'Ba2'
STOCKTON PUBLIC: S&P Corrects Rating on Tax Revenue Bonds to 'B+'

STOCKTON VILLAGE: Voluntary Chapter 11 Case Summary
SUNCOR DEVELOPMENT: StoneRidge Developer Files for Chapter 11
TBS INTERNATIONAL: Class A Ordinary Shares Delisted from NASDAQ
T F & S: Case Summary & 19 Largest Unsecured Creditors
TOWN CENTER: Hearing on Plea to Appoint Trustee Set for March 5

TREEHOUSE FOODS: Moody's Issues Summary Credit Opinion
TRONOX INC: Anadarko, Kerr-McGee Trying Again to Dismiss Suit
TRIDENT MICROSYSTEMS: Entropic Wins Set-Top Boxes for $65-Mil.
TUCSON ELECTRIC: S&P Revises Short-Term Rating to 'B'
TURNER FARMS: Voluntary Chapter 11 Case Summary

UNITED RETAIL: Avenue Plus-Size Stores Auction on March 23
WARSAW HOTEL: Files for Chapter 11 Bankruptcy Protection
WENDY'S RESTAURANT: Moody's Affirms 'B2' Corporate Family Rating
WEST CORP: Files Amendment No. 9 to Form S-1
WESTERN POZZOLAN: U.S. Trustee Forms 3-Member Creditors Committee

WESTERN POZZOLAN: Taps Callister + Associates as Counsel
WILCOX EMBARCADERO: Gets OK to Access Owens Cash Collateral
WILLIAM LYON: Emerges From Pre-Packaged Chapter 11 Reorganization
WILSON INT'L: Camden Building Owner Files to Stop Foreclosure
WINDSTREAM CORP: Fitch Affirms 'BB+' LT Issuer Default Rating

W.R. GRACE: Wants Plan Order Modified to Include Injunctions
W.R. GRACE: Anderson, BNSF Seek Extension of Plan Appeal Deadline
W.R. GRACE: Garlock Seeks Reargument on Plan Order
WSG DULLES: Voluntary Chapter 11 Case Summary
XINERGY CORP: S&P Puts 'B-' Corp. Credit Rating on Watch Neg.

YAKIMA VALLEY: S&P Lowers Rating on Series 2002 Bonds to 'BB+'
YOUNG & YOUNG: Voluntary Chapter 11 Case Summary

* First Amendment Right to Test Unresolved Legal Issues

* Two More Bank Failures Last Week Bring Year's Total to 11
* S&P's List of 2012 Corporate Defaults Has 18 as of Feb. 22
* S&P Says Muni Market Woes Greatly Exaggerated

* Private Equity Firms Pick Up Shipping Industry's Distress Call
* KPMG Adds Two New People to Alternative Investments Practice
* Sarah Frankel Joins Garden City Group Bankruptcy Team

* Upcoming Meetings, Conferences and Seminars



                            *********

ALPHA NATURAL: Moody's Affirms 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service revised the rating outlook to negative
from stable on Alpha Natural Resources.  Moody's also affirmed
Alpha's existing ratings, including the Ba2 corporate family
rating, Ba3 senior unsecured notes rating, and the speculative
grade liquidity rating of SGL-1.

Moody's took the following rating actions

- Revised outlook to negative from stable

RATINGS RATIONALE

The negative outlook reflects weakening operating performance due
to the headwinds facing the US coal industry, and in particular
the Central Appalachian region, including increasing costs due to
difficult geology and regulatory pressures; weak international
demand for metallurgical coal due to ongoing financial crisis in
Europe, slowing growth rates in steel production in China and
additional supplies coming online globally; and weak domestic
demand for steam coal due to ongoing coal to gas substitution,
warm weather and environmental regulations that disadvantage coal.

Alpha's acquisition of Massey Energy on June 1, 2011 significantly
increased Alpha's exposure to the Central Appalachian region.
After the acquisition, the company has the region's most shipments
(by volume) and largest reserves and a commanding North American
position in metallurgical coal. Unfortunately, this region has
been most affected by the ongoing coal-to-gas substitution,
increasing costs, as well as falling met coal prices and demand.
As a result of these market conditions, Alpha recorded a $745
million goodwill impairment charge in the fourth quarter relating
to its Eastern Coal operations reporting segment, and reduced its
coal shipments and realized priced guidance for 2012. Moody's
believes that if these market conditions persist, Alpha's metrics
will deteriorate in 2012, with Debt/ EBITDA ratio (after Moody's
adjustments) potentially raising above 3.0x, free cash flow to
debt ratio declining below 5%, and the EBIT margin turning
negative.

Alpha's Ba2 corporate family rating continues to reflect its
position as one of the top three U.S. coal companies in terms of
production and reserves, its operating diversity with
approximately 150 coal mines and a presence in Appalachia and the
Powder River Basin (PRB), its ability to export coal though
several East Coast and Gulf terminals, blending opportunities and
synergies that arise from the Massey merger, and its 5 billion
tons of reserves. The company's SGL-1 speculate grade liquidity
rating reflects it's very strong liquidity position, including
$586 million of cash and cash equivalents, and availability of
$1.1 billion under the revolver and AR securitization facilities.
Moody's expects Alpha to be in compliance with its debt covenants
over the next twelve months.

Factors that could lead to a downgrade include a deterioration of
prices, further cost increases, and permitting, regulatory, or
litigation matters that impact output and costs. An increase in
leverage above 3x EBITDA on a sustained basis, persistent free
cash flow to debt below 5%, sustained EBIT to interest below 1.5x,
or an erosion of liquidity would be signs pointing to a possible
downgrade.

The outlook could be stabilized if operating performance improves
and Debt/ EBITDA is considered sustainable below 3.0x, free cash
flow to debt is above 5%, and EBIT/ Interest is sustainable above
1.5x.

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


AMBAC FINANCIAL: Amends Plan to Include IRS Settlement Offer
------------------------------------------------------------
Ambac Financial Group Inc. disclosed that, after several months of
negotiations, it has made a settlement offer to the Internal
Revenue Service relating to the dispute regarding the tax
treatment of CDS contracts.  The principal terms of the settlement
offer include: (i) a payment by the Segregated Account of Ambac
Assurance Corporation (the "Segregated Account") of $100 million;
(ii) a payment by Ambac Financial of $1.9 million; and (iii) the
relinquishment by the Ambac Financial consolidated tax group of
all loss carry-forwards resulting from losses on CDS contracts
arising on or before Dec. 31, 2010, to the extent such loss carry-
forwards exceed $3.4 billion.  The IRS has not yet accepted this
settlement offer and there are no assurances that such offer will
be accepted, that the final terms of any settlement will not
change, or that a settlement can be finalized within a certain
period of time.  Finality of the settlement would require the
satisfaction of certain conditions and the receipt of certain
approvals, including approvals by the court presiding over Ambac
Financial's chapter 11 case and the court presiding over the
rehabilitation of the Segregated Account.  Successful resolution
of this long-standing dispute with the IRS is a condition
precedent to consummation of the Amended Plan.

On the basis of such settlement offer, Ambac Financial filed a
Third Amended Plan of Reorganization with the U.S. Bankruptcy
Court on Feb. 24, 2012.  The Amended Plan sets forth a description
of the settlement offer to the IRS, certain revisions to the
previously announced agreement with Ambac Assurance Corporation,
the Segregated Account, the Wisconsin Office of the Commissioner
of Insurance, the Rehabilitator of the Segregated Account, and the
statutory committee of creditors in the chapter 11 case with
respect to outstanding tax and expense-related issues between
Ambac Financial and Ambac Assurance Corporation, and certain other
changes.

The Amended Plan voting deadline remains Feb. 29, 2012 at 5:00
p.m. (prevailing Pacific Time) and the Amended Plan objection
deadline remains Feb. 29, 2012 at 4:00 p.m. (prevailing Eastern
Time).  The Bankruptcy Court confirmation hearing for the Amended
Plan remains scheduled for March 13, 2012.

                     About Ambac Financial

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

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

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

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

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

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

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

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

Ambac Financial disclosed Feb. 16 that, in order to give it
additional time to negotiate a final settlement of its dispute
with the Department of the Treasury -- Internal Revenue Service,
the voting deadline relating to the Second Amended Plan of
Reorganization of Ambac Financial dated Sept. 30, 2011 has been
extended to Feb. 29, 2012 at 5:00 p.m. (prevailing Pacific Time)
and the Plan objection deadline has been extended to Feb. 29, 2012
at 4:00 p.m.  The Bankruptcy Court hearing relating to the
confirmation of the Plan remains scheduled for March 13, 2012.

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


AMERICAN AMEX: Taps D. Blair Clark as Chapter 11 Counsel
--------------------------------------------------------
American Amex, Inc., asks the Bankruptcy Court for authority to
employ the Law Offices of D. Blair Clark PLLC as counsel.  The
principal attorneys, paralegals, and clerks presently designated
to represent the Debtor and their current standard hourly rates
are:

     (a) D. Blair Clark $250 per hour
     (b) Mary Beth Blair, Paralegal $85 per hour

The firm received $8,400 in connection with planning, preparation
of initial documents and its initial postpetition representation
of the Debtors.

The firm attests that it has not represented the Debtors'
creditors or any other party in interest in any manner relating to
the Debtor or its estate and has no interest adverse to the
Debtor?s estate, and is a ?disinterested person? as that phrase is
defined in 11 USC Sec.101(14).

                        About American Amex

American Amex, Inc., filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012,
estimating assets and debts of $10 million to $50 million.   Ray
Weilage, from Connecticut and owner of 94% of the stock, signed
the bankruptcy petition.

The Debtor operates a mining property, consisting of several
claims, in Grant County, Oregon.  Disputes have arisen with
creditors and a minority shareholder.  A Writ of Assistance was
obtained from a Justice of the Peace, which court has no
jurisdiction to enter such order. There are actions pending to
correct or modify the Writ, but the Debtor's primary shareholder
believes that continuing length, expensive and unproductive
litigation will only harm the company and its assets.  Hence, a
chapter 11 petition was filed.  The Debtor's primary liabilities
include the mortgages on the real estate and debts owed to
shareholders and two related third parties.  The management of the
Debtor has solicited letters of intent for purchase of the
corporate assets and needs the time afforded by the Chapter 11
process to get a sale approved by the Court.

Judge Randall L. Dunn presides over the case.


AMERICAN AMEX: Sec. 341 Creditors' Meeting on March 23
------------------------------------------------------
The U.S. Trustee in Portland, Oregon, will convene a meeting of
creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case
of American Amex, Inc., on March 23, 2012, at 12:00 p.m. at
District Courtroom PO Building, in Pendleton.

Proofs of claim are due in the case by June 21, 2012.

                        About American Amex

American Amex, Inc., filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012,
estimating assets and debts of $10 million to $50 million.   Ray
Weilage, from Connecticut and owner of 94% of the stock, signed
the bankruptcy petition.

The Debtor operates a mining property, consisting of several
claims, in Grant County, Oregon.  Disputes have arisen with
creditors and a minority shareholder.  A Writ of Assistance was
obtained from a Justice of the Peace, which court has no
jurisdiction to enter such order. There are actions pending to
correct or modify the Writ, but the Debtor's primary shareholder
believes that continuing length, expensive and unproductive
litigation will only harm the company and its assets.  Hence, a
chapter 11 petition was filed.  The Debtor's primary liabilities
include the mortgages on the real estate and debts owed to
shareholders and two related third parties.  The management of the
Debtor has solicited letters of intent for purchase of the
corporate assets and needs the time afforded by the Chapter 11
process to get a sale approved by the Court.

Judge Randall L. Dunn presides over the case.  The Law Offices of
D. Blair Clark PLLC serves as the Debtor's counsel.


AMERICAN ELECTRIC: Fitch Affirms 'BB+' Jr. Sub. Debt Rating
-----------------------------------------------------------
Fitch Ratings affirms all the ratings on American Electric Power
Company, Inc. (AEP) and its eight regulated electric utility
subsidiaries: AEP Texas Central Company (TCC), AEP Texas North
Company (TNC), Appalachian Power Company (APCo), Indiana Michigan
Power Company (I&M), Kentucky Power Company (KPCo), Ohio Power
Company (OPCo), Public Service Company of Oklahoma (PSO), and
Southwestern Electric Power Company (SWEPCo).

The Rating Outlook on OPCo is revised to Negative from Stable.
The Rating Outlook on AEP and its other regulated electric utility
subsidiaries is Stable.

Regulatory and Geographic Diversification:

AEP benefits from its ownership of eight regulated electric
utilities.  The utilities have operations in 11 states, providing
regulatory and geographic diversification.  AEP's combination of
electric utilities that are exposed to different operating
environments helps provide some stability to consolidated cash
flows.

Low-Cost Operations:

AEP and its utilities have a favorable competitive position due to
their ownership of low-cost, coal-fired electric generation
plants.  AEP's utilities are able to keep their fuel costs low
through at-cost coal delivery contracts with affiliated company
AEP River Operations LLC (not rated), a wholly owned AEP
subsidiary that also barges agricultural products, coal,
construction materials, and other products to third parties.

Challenges in Ohio:

The Negative Outlook on OPCo reflects the challenging operating
environment in Ohio.  The most troubling concern in Ohio is the
Public Utility Commission of Ohio's (PUCO) decision last week to
revoke the stipulation agreement on OPCo's Electric Security Plan
(ESP) that it had approved just two months earlier.

Fitch considers it likely that the PUCO would still require AEP's
Ohio operations to move to a competitive pricing market for
generation.  The uncertainty, though, is how the transition would
now be planned and the extent to which it would negatively impact
OPCo's cash flows.  This concern is heightened by the competitive
retail electricity market in Ohio, which has started to result in
increasing amounts of customer shopping in OPCo's service
territory.

OPCo is heading into these challenges with a strong financial
profile, which gives it a little cushion at the current ratings
level.  Prior to the PUCO revoking the stipulation agreement,
Fitch had been expecting OPCo's financial metrics to remain strong
over the next three years, with EBITDA to interest coverage to
average more than 6.0 times (x) and funds from operations (FFO) to
debt to average more than 25%.  There is an increased likelihood
now that these metrics may be weaker than previously expected.  A
less favorable outcome in OPCo's ESP that results in expected FFO
to debt dropping below 20% could result in a downgrade to the Ohio
utility.

Environmental Regulatory Concerns:

Another concern to AEP's integrated utilities is exposure to
environmental regulation.  The AEP family of utilities operates
the largest coal-fired electric generation fleet in the U.S.  AEP
expects the pending implementation of various environmental
regulations to result in roughly $6 billion-$7 billion of capex
through 2020, along with the retirement of more than 5,000 MW of
older, less-efficient, coal-fired electric generation plants.

Fitch would expect the utilities to be able to recover their
environmental capital spending in a timely manner given the
various environmental cost recovery mechanisms allowed by the
regulatory commissions in AEP's states of operation.  The expected
timely recovery of these costs mitigates the concerns associated
with such large capital outlays.

Improved Financial Profile:

AEP's consolidated financial profile has improved over recent
years.  Part of this improvement is due to the implementation of
cost recovery mechanisms through trackers and riders at the
utilities that have reduced regulatory lag.  AEP's improved
recovery mechanisms now account for 48% of cost recovery, versus
just 20% in 2008.  Management has also kept its leverage in check,
which has decreased the consolidated debt to capitalization ratio
to less than 55.5%, from as high as 62.5% in 2008.

AEP's pension plan is on a stronger footing now too, which should
result in lower cash contributions going forward. AEP contributed
$500 million in 2010 and $450 million in 2011, and the company
expects a planned $200 million cash contribution this year to
improve the funding level to above 90%. This should free up cash
to be used for environmental capex and transmission projects,
which is where the most promising growth is for AEP.

Fitch expects consolidated EBITDA to interest coverage to average
more than 4.0x and FFO to debt to average around 19% over the next
three years.

AEP's liquidity position is solid, with the company's $1.5 billion
credit facility maturing in June 2015 and $1.75 billion credit
facility maturing in June 2016.  Ample amounts are available under
these facilities, which back up a commercial paper program that is
used to support short-term needs at the utilities not funded by
the internal money pool.

Fitch has affirmed the following ratings with a Stable Outlook:

AEP

  -- Long-term Issuer Default Rating (IDR) at 'BBB';
  -- Senior unsecured debt at 'BBB';
  -- Junior subordinated debt at 'BB+';
  -- Short-term IDR and commercial paper at 'F2'.

TCC

  -- Long-term IDR at 'BBB+';
  -- Senior unsecured debt at 'A-';
  -- Pollution control revenue bonds at 'A-';
  -- Short-term IDR at 'F2'.

TNC

  -- Long-term IDR at 'BBB+';
  -- Senior unsecured debt at 'A-';
  -- Short-term IDR at 'F2'.

APCo

  -- Long-term IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB';
  -- Pollution control revenue bonds at 'BBB';
  -- Short-term IDR at 'F2'.

I&M

  -- Long-term IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB';
  -- Pollution control revenue bonds at 'BBB';
  -- Short-term IDR at 'F2'.

KPCo

  -- Long-term IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR at 'F2'.

PSO

  -- Long-term IDR at 'BBB';
  -- Senior unsecured debt at 'BBB+';
  -- Pollution control revenue bonds at 'BBB+';
  -- Short-term IDR at 'F2'.

SWEPCo

  -- Long-term IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR at 'F2'.

Fitch has affirmed the following ratings and revised the Outlook
to Negative from Stable:

OPCo

  -- Long-term IDR at 'BBB+';
  -- Senior unsecured debt at 'A-';
  -- Pollution control revenue bonds at 'A-';
  -- Short-term IDR and commercial paper at 'F2'.

Fitch has withdrawn the preferred stock ratings of TCC, TNC, APCo,
I&M, PSO, and SWEPCo as a result of the redemption of all their
preferred stock in December 2011.


AMERICAN PACIFIC: S&P Raises Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Las Vegas-based American Pacific Corp. to 'B' from 'B-'.
The outlook is stable.

"At the same time, we raised our issue-level rating on the
company's $110 million ($105 million outstanding as of Dec. 31,
2011) senior unsecured notes due 2015 to 'B' from 'B-'. The
recovery rating remains '4', indicating our expectation for
average (30% to 50%) recovery in the event of a payment default,"
S&P said.

"The ratings upgrade on American Pacific reflects our expectation
that the recent improvement in the company's operating performance
and credit metrics will be sustained. Total debt (adjusted for
capitalized operating leases, environmental liabilities, and
unfunded pension and other postretirement obligations) to EBITDA
improved significantly to 3.8x as of Dec. 31, 2011, from 7.1x at
year-end 2010," said Standard & Poor's credit analyst Danny
Krauss. "Based on our scenario forecasts, we expect the company
will be able to maintain leverage at around 4x over the next year,
given the increased pipeline of new products and the improved
visibility of future revenue streams supported by a larger
backlog."

"The ratings on American Pacific reflect the company's business
position as a niche provider of ammonium perchlorate (AP), active
pharmaceutical ingredients, and aerospace equipment. The ratings
also reflect a narrow customer and product base, demand that is
somewhat dependent on governmental appropriations in the AP
business, and the continued success of a few key drugs in the
active pharmaceutical ingredients business. Partially offsetting
these risks are the company's positions as a sole- and dual-source
supplier in markets that represent a significant portion of its
revenues. We characterize the company's business profile as 'weak'
and financial profile as 'highly leveraged,'" S&P said.

"American Pacific generated approximately $226 million in revenues
for the 12 months ended Dec. 31, 2011. The company, through its
more-profitable specialty chemicals segment, is the sole U.S.
domestic supplier of AP. The chemical is used as an oxidizing
agent in composite solid fuels for rockets and booster motors. A
relatively small number of U.S. Dept. of Defense (DoD) and NASA
contractors generate demand in this market. Risks inherent in
government contracts and dependence on Congressional
appropriations make the outlook for long-term demand uncertain.
Moreover, the company's single operating facility for AP is
subject to hazards associated with chemical manufacturing and
other potential disruptions that could limit production. The dual
lines of production that the company has in place at this facility
mitigate only some of this risk. Although AP customer volume
requirements vary substantially from quarter to quarter, the
company conducts a meaningful portion of its business through
contracts that provide some protection against volume and margin
deterioration. American Pacific has also benefited from an amended
contract with Alliant Techsystems Inc. (ATK), which expires in
2013. The contract provides fixed pricing in the form of a price
volume matrix for annual Grade I AP volumes ranging from 3 million
to 20 million pounds. Pricing varies inversely to volume and
includes annual escalations," S&P said.

"The company's fine chemicals business consists of the production
of active pharmaceutical ingredients for pharmaceutical customers.
High switching costs--once a drug receives Food and Drug
Administration (FDA) approval--and limited pricing pressure from
the customer base mitigate the high customer-concentration risk
for this business. (The company derives about 86% of this
segment's sales from four customers.) However, it's still exposed
to risks associated with FDA approvals of new products, newer
drugs that compete with current drug offerings, and, to a lesser
extent, generic drug competition as patents expire. The loss of a
key customer as a result of one or more of these factors could
have a significant impact on profitability and cash flows," S&P
said.

"The stable outlook reflects our expectation that American Pacific
will maintain its improved financial profile and adequate
liquidity. The outlook also reflects our belief that the company's
improved operating performance is sustainable over at least the
next year, given its new product development and increased
backlog. However, we recognize the potential for some volatility
in quarterly results due to the uncertainty regarding the timing
of profits in the specialty chemicals segment," S&P said.

"The ratings could come under pressure if the company cannot
sustain recent improvements in operating profitability because of
unexpected business challenges, such as the loss of a key
customer," Mr. Krauss continued. "Based on our scenario forecasts,
we could lower the rating if revenues decline by 15% or more from
current expectations. In this scenario, we would expect FFO
to total adjusted debt would decrease below 10%. We would also
consider a downgrade if remediation of the company's environmental
liabilities proves to be more challenging than expected, with the
potential for larger cash outlays."

"We could raise the ratings modestly if the company is able to
increase EBITDA margins by 200 basis points, coupled with a 10%
improvement in revenues. In this scenario, we would expect FFO to
total adjusted debt to approach 20% and positive free cash flow
generation. We would also need to gain additional comfort related
to the stability and visibility of American Pacific's future
revenue streams," S&P said.


ANCHOR GOVERNMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Anchor Government Properties I LLC
        P.O. Box 91183
        Columbus, OH 43209

Bankruptcy Case No.: 12-51453

Chapter 11 Petition Date: February 24, 2012

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Mary Ann Whipple

Debtor's Counsel: Robert J. Morje, Esq.
                  P.O. Box 6545
                  600 South Pearl Street
                  Columbus, OH 43206
                  Tel: (614) 224-8000
                  Fax: (614) 588-8826
                  E-mail: rmorje.attorney@gmail.com

Estimated Assets: $0 to $50,000

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/ohsb12-51453.pdf

The petition was signed by Jason Gunsorek, manager.


ANGELINO PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Angelino Properties, LLC
        6056 Santa Ysabel Way
        San Jose, CA 95123

Bankruptcy Case No.: 12-51382

Chapter 11 Petition Date: February 23, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

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

Scheduled Assets: $2,910,000

Scheduled Liabilities: $2,515,599

The Company's list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/canb12-51382.pdf

The petition was signed by Leon Hagopian, managing member.


ARCTIC GLACIER: Initiates Sale and Investor Solicitation Process
----------------------------------------------------------------
Arctic Glacier Income Fund disclosed that a sale and investor
solicitation process has been initiated with respect to the Fund
and its subsidiaries.

TD Securities Inc., financial advisor to Arctic Glacier has
commenced contacting prospective strategic and financial partners
interested in participating in the SISP.  A notice was published
yesterday in The Globe & Mail, The Wall Street Journal and The New
York Times seeking expressions of interest in connection with a
potential sale of all property, assets and businesses of Arctic
Glacier, or an equity investment in and recapitalization of the
Fund.  The Notice was issued pursuant to the terms of the initial
order of the Winnipeg Court of Queen's Bench.  The full text of
the Notice is set out below.


TAKE NOTICE THAT pursuant to an order of the Court of Queen's
Bench (Winnipeg Centre) issued on Feb. 22, 2012 under the
Companies' Creditors Arrangement Act, the Arctic Glacier Companies
obtained Court approval to conduct a sale and investor
solicitation process.  Pursuant to the SISP, TD Securities Inc. is
soliciting proposals from prospective strategic and financial
parties to acquire the property, assets and business of, or to
invest in the Arctic Glacier Companies.  The Arctic Glacier
Companies are the largest producers and distributors of packaged
ice in Canada and the second largest in the United States.  The
packaged ice is marketed under the "Arctic Glacier(R) Premium Ice"
brand.  The companies service approximately 75,000 customer
locations across 6 provinces in Canada and 23 states in the United
States, and operate a network of 39 production facilities and 47
distribution centres which are centrally located throughout Canada
and the northeastern, central and western United States.

The Order appointed Alvarez & Marsal Canada Inc. as the Monitor of
the Arctic Glacier Companies and confirmed TD Securities Inc. as
their financial advisor.  Interested parties can obtain additional
information by contacting TD Securities Inc. at:

         TD Securities Inc.
         Michael Arblaster
         Tel: 416-982-4720
         E-mail: michael.arblaster@tdsecurities.com


The timing and procedures governing the sale and investor
solicitation process, the terms of participation by prospective
purchasers or prospective strategic or financial investors, and
the criteria for the submission, evaluation and selection of bids
are set out in the Initial Order.  Alvarez & Marsal Canada Inc.,
the Court-appointed monitor in the CCAA proceedings, will
supervise the SISP in accordance with the terms of the Initial
Order.

                        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.


ASSURANT INC: Moody's Changes Outlook to Stable
-----------------------------------------------
Moody's Investors Service has affirmed the debt ratings of
Assurant Inc. (NYSE: AIZ, Baa2 senior debt), affirmed the
insurance financial strength (IFS) ratings of its primary property
& casualty insurance subsidiaries at A2 and life insurance
subsidiaries at A3, and assigned provisional ratings to the
company's multiple security shelf. In the same rating action,
Moody's changed the outlook for holding company Assurant Inc. and
two of the group's life insurance subsidiaries -- Union Security
Insurance Company (USIC), and American Bankers Life Assurance
Company of Florida (ABLAC) -- to stable from negative. The rating
agency continues, however, to maintain a negative outlook on two
health insurance subsidiaries -- John Alden Life Insurance Company
(JALIC), and Time Insurance Company (TIC) -- to reflect the higher
level of exposure these two units have to negative changes and
challenges brought about by healthcare reform. The outlook on
Assurant's property & casualty units remains stable.

RATINGS RATIONALE

According to Moody's analyst Paul Bauer, "We changed the outlook
on Assurant, Inc. to stable to reflect a declining risk that the
parent will be negatively impacted by ongoing volatility and
uncertainty in the health insurance market as a result of
healthcare reform." He added, "Most of the adverse impact from
health care reform will be focused on the two health subsidiaries
on which Moody's is maintaining a negative outlook, while the rest
of the Assurant organization should be able to adapt to changing
market conditions while maintaining a solid credit profile."

LIFE & HEALTH OPERATIONS

Moody's said that the affirmation of the A3 IFS ratings of the
four Assurant life and health insurance subsidiaries is based on
the companies' established niche positions in employee benefits,
credit life and health, and specialized health insurance markets -
- the latter, despite disruptions from the introduction of the 80%
minimum loss ratio (MLR) in healthcare reform in 2011. It is also
based on the companies' collective good asset quality, and
continuing solid financial flexibility at the consolidated parent
company level. "Assurant's life and health subsidiaries continue
to benefit from key exclusive distribution relationships in its
core markets, notably, with State Farm Mutual, and with banks and
other financial institutions," said analyst Laura Bazer.

The rating agency said the continuing negative outlook on JALIC
and TIC is primarily driven by the continuing adverse revenue and
earnings pressures of national health care reform on the
individual and small group medical insurance businesses of these
two subsidiaries, which do not have any diversifying business to
buffer lost earnings on their health business. Moody's expects
that insurers with health businesses like Assurant will need to
make decisions about viability, including potentially placing the
health business into runoff in the coming quarters. Since health
is the primary business written by JALIC and TIC, the potential
runoff of the business would weaken the earnings and risk profile
of these entities. The stabilization of the outlook of USIC and
ABLAC reflects the less uncertainty and fewer challenges facing
these entities' employee benefits and credit life and health
insurance businesses, respectively.

Commenting on the results of JALIC and TIC, Moody's said that
although Assurant's health segment's 2011 performance was better
than expected, due to lower than expected policyholder rebates
under the new MLR guidelines, total individual and small employer
group sales were down 9% compared with 2010, while adjusted
(excluding reserve development and a service provider
reimbursement) net operating earnings were modest at $23 million
for 2011, and are expected to remain pressured in 2012. "Although
gaining some traction, it is uncertain if sales of Assurant's new
medical and supplemental health care products will be able to
offset the lost earnings of the old medical products, or remain
viable when the new health insurance exchanges are introduced in
2014," said Bazer.

Commenting on the stable outlooks of ABLAC and USIC, Moody's said
that neither the former's credit life and health products, nor the
latter's disability income (DI), group life, or dental businesses
were subject to the 80% MLR. Although Assurant Employee Benefits
segment earnings (which represent all of USIC's new business)
deteriorated in 2011, due higher loss experience for both life and
disability products, linked with the still weak economy and high
unemployment, performance was in-line with rating expectations and
the companies' business is not under pressure from healthcare
reform.

The rating agency said the ratings of JALIC and TIC could be
downgraded if there is a significant and permanent deterioration
in the revenue or profitability of their individual or small group
medical business, due to healthcare reform, resulting in returns
on capital consistently below 4%; or if the statutory NAIC Risk-
Based Capital (RBC) ratio at the companies falls below 275% of the
company action level. Given the negative outlook, an upgrade of
either company is unlikely. However, the following factors could
return the outlook on JALIC and TIC to stable from negative: a
turnaround in the revenue and earnings performance of Assurant's
individual and small group medical businesses, with a
stabilization of revenues and returns on capital of 4% or greater,
on a consistent basis. Separately, the deterioration in the niche
positions of USIC in the employee benefits market and/or ABLAC in
the credit life and health markets or the continuing, permanent
deterioration in USIC's earnings, due to poor DI experience or
declining membership, revenues, or sales could lead to the
downgrade of the ratings for ABLAC and USIC. Conversely, a
material increase in market share and stature of each of these
subsidiaries and greater product and earnings diversification
could result in an upgrade of each company's ratings.

PROPERTY & CASUALTY OPERATIONS

The A2 IFS ratings of the lead operating subsidiaries of the
Assurant P&C Group are based on the group's strong market position
in a number of niche, specialty property & casualty insurance
markets, such as lender-placed homeowners' insurance, credit
insurance/protection, and extended service contracts/warranties.
Other credit strengths include good product and geographic
diversification as well as very strong earnings. Somewhat
offsetting these strengths are the group's overall modest scale,
and a very high level of catastrophe exposure in its specialty
homeowners' line, particularly as a result of strong growth in the
business over the last several years. In addition, certain lines
of business such as the company's extend service
contracts/warranties and credit protection face headwinds a result
of a weak global economy.

Factors that could lead to an upgrade of the group's P&C
subsidiaries include significantly reduced catastrophe exposure,
combined with continued strong earnings (return on capital above
10%). Conversely, the P&C subsidiary ratings could be lowered if
there is a further increase in both gross and net catastrophe
exposure, a deterioration in profitability (return on capital in
the low single digits), or increases in underwriting leverage
(i.e. gross underrating leverage above 5x).

HOLDING COMPANY

The debt ratings at Assurant, Inc. are supported by the combined
P&C and life & health operations. The outlook for Assurant, Inc.
was changed to stable as Moody's believes the risk has declined
that challenges within the organization's health insurance focused
segments will result in significant credit pressure at the parent
company level. Moody's rates Assurant Inc.'s senior debt rating
three notches below the A2 IFS ratings of Assurant's lead property
and casualty companies, and two notches below the A3 IFS ratings
of its lead life and health companies. Given uncertainties and
operational risk at the organization's life and health
subsidiaries, Moody's considers the property and casualty
operation to be the primary supporter of Assurant's debt
obligations over the medium term.

Assurant, Inc.'s debt ratings could move up if there is an upgrade
of the insurance financial strength ratings of the company's lead
U.S. life insurance or property and casualty insurance
subsidiaries, and/or financial leverage goes below 20% on a long
term basis. Conversely, the company's debt ratings could be
downgraded if there is a downgrade of the insurance financial
strength ratings of the company's lead P&C subsidiaries or of all
of the group's life and health subsidiaries, if financial leverage
exceeds 30%, if earnings coverage falls below 5x for an extended
period, or if there is a material reduction in parent company
liquid resources (i.e. below $500 million).

Assurant is a publicly-traded, diversified insurance operation
headquartered in New York, NY. For 2011, Assurant reported total
revenue of $8.3 billion and net income of $546 million.
Shareholders' equity was $5.0 billion at December, 2011.

Assignments:

   Issuer: Assurant, Inc.

   -- Multiple Seniority Shelf, Assigned a range of (P)Ba1 to
      (P)Baa2

Outlook Actions:

   Issuer: American Bankers Life Assurance Co of Florida

   -- Outlook, Changed To Stable From Negative

   Issuer: Assurant, Inc.

   -- Outlook, Changed To Stable From Negative

   Issuer: Union Security Insurance Company

   -- Outlook, Changed To Stable From Negative

The principal methodologies used in this rating were Moody's
Global Rating Methodology for Property and Casualty Insurers
published in May 2010, and Moody's Global Rating Methodology for
Life Insurers published in May 2010.


AUGGDAN, INC.: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Auggdan, Inc.
        48711 Kings Drive
        Shelby Township, MI 48315

Bankruptcy Case No.: 12-44129

Chapter 11 Petition Date: February 23, 2012

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

Judge: Steven W. Rhodes

Debtor's Counsel: Kimberly Ross Clayson, Esq.
                  SCHNEIDER MILLER, PC
                  645 Griswold, Suite 3900
                  Detroit, MI 48226
                  Tel: (313) 237-0850
                  E-mail: kclayson@schneidermiller.com

Scheduled Assets: $336,713

Scheduled Liabilities: $1,126,149

The Company's list of its eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb12-44129.pdf

The petition was signed by Danny Pancotto, president.


BALL CORP: Moody's Assigns 'Ba1' Rating to New Senior Notes
-----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
$500 million senior notes of Ball Corporation ("Ball"). Moody's
also affirmed the company's Ba1 corporate family and probability
of default ratings. The rating outlook remains stable. Additional
instrument ratings are detailed below. The proceeds from the new
senior notes due 2022 will be used to redeem $450 million of
6.625% senior notes due 2018 and for general corporate purposes.
The ratings are subject to the receipt and review of the final
documentation.

Moody's took these rating actions:

- Affirmed corporate family rating, Ba1

- Affirmed probability of default rating, Ba1

- Assigned $500 million senior unsecured notes due 2022, Ba1 (LGD
4, 54%)

- Assigned Senior Unsecured Shelf domestic currency ratings of
(P)Ba1

-Affirmed $1 billion multi-currency revolver due December 2015,
Ba1 (LGD 4, 54%)

-Affirmed $200 million Tranche A term loan facility due December
2015 ($195 million outstanding), Ba1 (LGD 4, 54%)

-Affirmed GBP55 million Tranche B term loan facility due December
2015 (50.4 million outstanding), Ba1 (LGD 4, 54%)

-Affirmed ?100 million Tranche C Term loan facility due December
2015 (98.8 million outstanding), Ba1 (LGD 4, 54%)

- Affirmed $375 million 7.125% senior unsecured notes due
September 2016, Ba1 (LGD 4, 54%)

- Affirmed $450 million 6.625% senior unsecured notes due March
2018, Ba1 (LGD 4, 54%) (To be withdrawn after transaction is
completed)

- Affirmed $325 million 7.735% senior unsecured notes due
September 2019, Ba1 (LGD 4, 54%)

- Affirmed $500 million 6.75% senior unsecured notes due 2020, Ba1
(LGD 4, 54%)

- Affirmed $500 million 5.75% senior unsecured notes due2021, Ba1
(LGD 4, 54%)

RATINGS RATIONALE

Ball's Ba1 Corporate Family Rating reflects the company's stable
profitability, well-consolidated industry structure with long-
standing competitive equilibrium and scale. The Ba1 rating also
reflects the company's high percentage of long-term contracts with
strong cost pass-through provisions, geographic diversification
and continued emphasis on innovation and product diversification.

The ratings are constrained by Ball's aggressive financial policy,
acquisitiveness and concentration of sales. The ratings are also
constrained, to a lesser extent, by an EBIT margin that is weak
for the rating category and a primarily commoditized product line.

The ratings or outlook could be downgraded should an acquisition,
new shareholder initiative or exogenous shock impair cash
generation. Deterioration in the operating and competitive
environment or the failure to refinance the existing credit
facilities in a timely manner and maintain adequate liquidity
could also result in a downgrade. Specifically, the ratings could
be downgraded if adjusted total debt to EBITDA rises above 4.0
times, the EBIT margins declines below 9% and/or free cash flow to
debt declines below the high single digits.

Ball's financial aggressiveness is the primary impediment to an
upgrade. An upgrade in ratings would require a commitment to
maintain less aggressive financial policies or significantly more
cushion within the contemplated higher rating category.
Additionally, an upgrade would require an improvement in the EBIT
margin and continued stability in the competitive and operating
environment. Specifically, the rating could be upgraded if the
EBIT margin improved to the low teens, adjusted total debt to
EBITDA improved to 3.0 times or better and adjusted free cash flow
to debt remained above 10% on a sustainable basis.

The principal methodology used in rating Ball was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 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.


BALL CORP: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------
Fitch Ratings has affirmed the IDR and long-term debt ratings of
Ball Corporation.  The Rating Outlook is Stable.  In addition,
Fitch has assigned a 'BB+' rating to Ball Corp.'s $500 million
senior unsecured notes offering due 2022.  The company intends to
use the net proceeds from the offering to pay the consideration,
accrued and unpaid interest and related fees in connection with
the previously announced tender offer and related consent
solicitation for any and all of its outstanding $450 million
senior notes due 2018 and for general corporate purposes.  Once
the 2018 notes are fully redeemed, the rating for that issuance
will be withdrawn.

The Ratings affirmation includes:

Ball Corporation

  -- IDR at 'BB+';
  -- Senior Unsecured Debt at 'BB+';
  -- Senior Secured Credit Facility at 'BBB-'.

The rating affirmation incorporates the company's solid cash flow
generation, stable credit metrics, leading market positions in its
product categories/market segments, and current expectations in
the packaging end markets.  During the past couple of years, Ball
has reduced overcapacity, removed fixed costs, divested lower
margin commodity-oriented assets and rebalanced its mix.
Consequently operational focus has sharpened across its strategic
footprint resulting in solid operating performance as EBIT
improved in 2011.

Ball has very good liquidity resulting from cash generation,
availability under its credit agreement and balance sheet cash.
Free cash flow (CFO less capital spending less dividend) was $459
million for 2011.  At the end of the fourth quarter, Ball had no
outstandings on its $1 billion multicurrency revolver that matures
in 2015.  Ball has significant flexibility under its covenants and
basket capacity.  Cash was $166 million.  Near-term maturities are
minimal following the refinancing of its credit facilities in
December 2010.  As such, the next material maturity is when the
term loans mature in 2015.

Ball has additional liquidity through an accounts receivable
securitization program. During 2011, Ball entered into a three
year receivable securitization agreement that can vary between
$150 million and $275 million depending on the seasonality of the
company's business.  At the end of 2011, $231 million of accounts
receivable were sold under this agreement.  Ball also has
uncommitted, unsecured credit facilities, which Fitch views as a
weaker form of liquidity.  Ball had up to $465 million of
uncommitted lines available of which $149 million was outstanding
and due on demand.

Gross leverage proforma for this debt refinancing at the end of
2011 was 2.7 times (x), consistent with 2010.  Net leverage was
2.5x, which meets Ball's net leverage target goal.  For 2012,
Fitch does not expect any further debt reduction and leverage
should remain consistent with current levels absent considerations
for a large acquisition.  As a result, the company has significant
flexibility when deploying its excess capital.  In 2011, Ball
spent approximately $250 million on growth-related capital, $295
million on acquisitions and approximately $474 million on share
repurchases.  Capital spending will ramp down moderately in 2012
to approximately $400 due to the completion of several
expansionary projects.  Consequently, Fitch expects FCF levels
(after dividends) should be in the range of $370 million to $400
million in 2012.  Share repurchases could approach similar levels
depending on Ball's acquisition activity.

Risks are reflected in the rating and in Fitch's opinion, are
quite manageable.  These include the acquisitive nature of the
company, the risks inherent within the packaging segment including
emerging markets risk and revenue/customer concentration, as well
as its underfunded pension plans.  In addition, Ball's largest
segment, the U.S. beverage can along with the food can segment
represent mature business segments subject to volume-related
pressure.  Ball's exposure in Europe, while material (revenues
estimated in the 20 - 25% range), is lower than most other
packaging companies.

Longer-term, Ball is well positioned within certain emerging
market segments to capture its fair share of growth from can
conversions in these lowered penetrated markets.  China represents
the most important segment and the company has the number one
position with approximately 28% market share.  The market share
concentration in China may however prevent further consolidation
by Ball in this highly fragmented market due to governmental
antitrust laws.  Growth in these regions should more than offset
volume related pressure in its mature markets and result in
greater cash flows.

The new unsecured notes contain a less restrictive covenant
package than the existing unsecured notes.  The 2022 notes have a
limitation on liens and limitation on sale and leaseback
transactions.  Ball has significant capacity for additional liens
under this covenant.  The new notes do not contain any restricted
payments limitations.  Ball's existing debt contains more
restrictive covenants (including restricted payments) with fall
away provisions in the event of being rated investment grade.


BALL CORP: S&P Affirms 'BB+' Corporate Rating; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings,
including the 'BB+' corporate credit rating, on Broomfield, Colo.-
based Ball Corp. The recovery ratings on Ball's senior unsecured
debt remain unchanged at '4' and the recovery rating on Ball's
senior secured debt remains unchanged at '2'.

"At the same time, we assigned our 'BB+' (the same as the
corporate credit rating) senior unsecured debt rating to Ball's
proposed $750 million senior unsecured notes due 2022. We also
assigned this debt a '4' recovery rating, indicating our
expectation of an average (30% to 50%) recovery in the event of
a payment default. We also assigned a 'BB+' preliminary senior
unsecured debt rating to the company's shelf registration," S&P
said.

"The ratings on Ball reflect our assessment of the company's
satisfactory business risk profile as 'satisfactory' and financial
risk profile as 'significant', as well as its status as a
leading global can manufacturer with trailing-12-month sales of
$8.6 billion," said Standard & Poor's credit analyst Henry
Fukuchi.

"On Feb. 24, 2012, Ball announced its intention to offer to
purchase its $450 million senior notes due 2018 and to issue $750
million in senior notes due 2022. Ball expects to use net proceeds
from the offering to fund the purchase of the tendered 2018 notes,
as well as for general corporate purposes including acquisitions,
pension plan contributions, capital expenditures, working capital,
and share repurchases," S&P said.

"Pro forma for the note offering, as of Dec. 31, 2011, Ball had
total adjusted debt of about $3.85 billion. We adjust debt to
include about $583 million of tax-effected unfunded postretirement
liabilities and $77 million of capitalized operating leases," S&P
said.

"For fiscal 2011, Ball delivered strong operating performance with
double-digit growth in revenue and operating earnings, and strong
free cash generation. We expect the company to continue to boost
revenue and profitability on considerable volume growth in Brazil
and China and our expectation for relatively stable raw material
prices. However, in the coming months, we expect the stagnant to
slightly negative growth in volume in mature markets of North
America and Western Europe, and price cost compression in Europe,
to offset favorable trends in emerging markets. Based on our
scenario forecasts, we expect Ball to generate free cash flow of
more than $300 million annually for the next few years--we expect
this will be largely distributed to shareholders. Adjusted EBITDA
margins are fairly steady, in the 13% to 14% range, while return
on capital is healthy in the high-teen percentage area," S&P said.

"We expect Ball will continue to maintain adjusted EBITDA margins
and return on capital at similar levels in the next few years,"
S&P said.

"Despite Ball's increased use of debt in recent years to fund
acquisitions and growth, credit measures continue to be in line
with expectations. We expect the company to prudently balance
future growth, shareholder rewards, and acquisitions at a level
appropriate for the current ratings. Funds from operations (FFO)
to adjusted total debt is currently at 24%, stronger than the
20% we expect for the current ratings. We adjust debt to include
about $583 million of tax-effected, unfunded postretirement
obligations and $77 million of capitalized operating leases," S&P
said.

"The outlook is stable. Relatively steady demand for beverage cans
in developed markets, growth in emerging markets, and
contributions from new products should continue to support strong
discretionary cash flow, which we expect Ball to use primarily for
share repurchases, and capital expansion. Based on our scenario
forecasts, we expect organic revenue growth of 4%--about a 50
basis point decline in EBITDA margins from 2011 levels, free cash
utilized for dividends and share repurchases, and potential
moderate debt-funded acquisitions. Based on our expectations, FFO
to total adjusted debt would remain about 20% to 25%," S&P said.

"However, we could lower the ratings if an acquisition were large
enough to prevent credit measures from strengthening to levels we
consider appropriate for the ratings in the next couple of years,"
Mr. Fukuchi continued. "Financial policies, including management's
comfort with the company's current credit metrics and its desire
to retain flexibility for acquisitions and share repurchases, make
an upgrade unlikely in the next few years."


BEAR MOUNTAIN: Court OKs Lakeland Agency as Realtor
---------------------------------------------------
Bear Mountain Ranch Holdings LLC sought and obtained approval from
the U.S. Court to appoint Lakeland Agency, Inc. as the Debtor's
realtor.

Bear Mountain Ranch Holdings requires assistance in the listing,
marketing, and sale of real property, together with any associated
improvements:

     1) NNA Hawks Meadow Road, Chelan County, Washington;
     2) NA Downie Canyon Road, Chelan County, Washington;
     3) BMR East Hillside, Chelan County, Washington;
     4) Lots 18-21; 61-64; 64-73 Bandera II, Chelan County,
        Washington; and
     5) 29097 Knapp Coulee Road, Chelan County, Washington.

The Debtors will pay the firm 5% of the sales price.  From the
total commission, the firm will offer a cooperating member of MLS
representing a buyer a commission of 3.50% of the sales price.

                 About Bear Mountain Ranch Holdings

Chelan, Washington-based Bear Mountain Ranch Holdings, LLC, fka
Bear Mountain, LLC, and dba Bear Mountain Orchards, filed for
Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-04354) on
Sept. 1, 2011, before Judge Patricia C. Williams.  Barry W.
Davidson, Esq. at Davidson Backman Medeiros PLLC, serves as the
Debtor's counsel.  The Debtor disclosed $13,005,047 in assets and
$4,439,811 in liabilities as of the Chapter 11 filing.  Larson
Berg and Perkins PLLC acts as special counsel for Bear Mountain
Ranch.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's bankruptcy case due to the
lack of entities eligible to serve on the unsecured creditors'
committee.


BEAR MOUNTAIN: Court Approves Larson Berg as Special Counsel
------------------------------------------------------------
Bear Mountain Ranch Holdings, LLC sought and obtained approval
from the U.S. Court to hire Larson Berg and Perkins PLLC as the
Debtor's special counsel.

Larson & Berg will represent Bear Mountain as legal counsel to
assist in the representation of BMRH regarding Custom Apple
Packers, Inc. or other potential packers and marketers.

The firm's rates are:

     Personnel                            Rates
     ---------                            -----
     Attorneys                          $180-$250
     Paralegals/legal assistants        $75

                 About Bear Mountain Ranch Holdings

Chelan, Washington-based Bear Mountain Ranch Holdings, LLC, fka
Bear Mountain, LLC, and dba Bear Mountain Orchards, filed for
Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-04354) on
Sept. 1, 2011, before Judge Patricia C. Williams.  Barry W.
Davidson, Esq. at Davidson Backman Medeiros PLLC, serves as the
Debtor's counsel.  The Debtor disclosed $13,005,047 in assets and
$4,439,811 in liabilities as of the Chapter 11 filing.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's bankruptcy case due to the
lack of entities eligible to serve on the unsecured creditors'
committee.


BEAR MOUNTAIN: Court Extends Plan Exclusivity Period to March 29
----------------------------------------------------------------
The U.S. Bankruptcy Court has approved the motion of Bear Mountain
Ranch Holdings, LLC, fka Bear Mountain, LLC, and dba Bear Mountain
Orchards, to extend the exclusive period to file and solicit
acceptances of a Plan of Reorganization.

The exclusive period to file a chapter 11 plan is extended through
and including March 29, 2012 and the period to obtain plan votes
is extended through and including May 28, 2012.

             About Bear Mountain Ranch Holdings

Chelan, Washington-based Bear Mountain Ranch Holdings, LLC, fka
Bear Mountain, LLC, and dba Bear Mountain Orchards, filed for
Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-04354) on
Sept. 1, 2011, before Judge Patricia C. Williams.  Barry W.
Davidson, Esq., at Davidson Backman Medeiros PLLC, serves as the
Debtor's counsel.  The Debtor disclosed $13,005,047 in assets and
$4,439,811 in liabilities as of the Chapter 11 filing.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's bankruptcy case due to the
lack of entities eligible to serve on the committee.


BI-LO LLC: Moody's Confirms 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service confirmed BI-LO, LLC's (BI-LO) Corporate
Family and Probability of Default ratings at B2. Additionally,
Moody's downgraded the rating of the company's existing $285
million senior secured notes due 2019 to B3 from B2. The rating
outlook is stable. These rating actions conclude the review for
possible downgrade initiated on December 19, 2011 following BI-
LO's announcement that it had signed a definitive agreement to
acquire all outstanding shares of Winn-Dixie Stores Inc.

"Although Winn-Dixie is over twice the size of BI-LO, resulting in
significant execution and integration risk, the acquisition will
result in improved scale and geographic footprint for BI-LO as it
has very little geographic overlap with Winn-Dixie's store base,"
Moody's Senior Analyst Mickey Chadha stated. "We expect the
acquisition to be leverage neutral as a majority of the total
funding for the transaction is being financed with cash balances
and equity contributed by Lone Star," Chadha further stated.

The downgrade of the senior secured notes reflects the incremental
borrowings expected under the proposed $700 million ABL revolving
credit facility (not rated by Moody's).

Ratings confirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2

Ratings downgraded and point estimates updated:

$285 million senior secured notes maturing 2019 at B3 (LGD 5, 75%)

RATING RATIONALE

The B2 Corporate Family Rating reflects the execution and
integration risk associated with the acquisition, the company's
weak credit metrics, and uncertain future financial policies. The
ratings are supported by the company's good franchise position in
a market well penetrated by competitors, the improved scale and
geographic footprint resulting from the acquisition and its good
liquidity.

The rating outlook is stable and incorporates the expectation that
margins and same store sales for Winn-Dixie's store base will
improve as its operations are integrated into BI-LO resulting in
improved profitability and credit metrics for the combined company
in the near to medium term.

Ratings improvement is not likely in the near-to-medium term given
the company's credit metrics and the execution and integration
risk associated with the acquisition. Ratings could be upgraded
over the longer-term if the company demonstrates the ability and
willingness to achieve and maintain debt to EBITDA below 4.75
times and EBITA to interest at or above 2.0 times, liquidity
remains good and financial policies remain benign.

Ratings could be downgraded if the company's cash flow and
liquidity deteriorates or if same store sales growth and operating
margins deteriorate indicating continuing underperformance of
Winn-Dixie store base and loss of customer traffic. Ratings could
also be downgraded if financial policies become aggressive or debt
to EBITDA is sustained above 5.5 times or if EBITA to interest is
sustained below 1.5 times. While some growth capital expenditure
is expected, Moody's expects management to mostly limit capital
spending towards maintaining the store base. A drain in free cash
flow due to excessive capital expenditures will create downward
rating pressure.

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

BI-LO, LLC is headquartered in Greenville, South Carolina and is
owned by private equity firm Lone Star. Winn Dixie is
headquartered in Jacksonville, Florida. On a proforma combined
basis the company will have approximately $9.7 billion in sales
and 689 stores.


BLUE HORIZON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Blue Horizon USA, Inc.
        201 River Park North Drive
        Woodstock, GA 30188

Bankruptcy Case No.: 12-54849

Chapter 11 Petition Date: February 24, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.com

Scheduled Assets: $915,628

Scheduled Liabilities: $1,167,187

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-54849.pdf

The petition was signed by William Hires, CEO.


BMF INC: Hires Carmen D. Conde Torres as Bankruptcy Lawyer
----------------------------------------------------------
BMF Inc. seeks authority from the Bankruptcy Court to employ the
Law Firm of Carmen D. Conde Torres, Esq., as its attorney.

Ms. Conde Torres, Esq. -- condecarmen@microjuris.com -- as senior
attorney, will be paid $300 per hour plus costs and expenses.  Her
associate charges $275 an hour.  The firm's junior attorney
charges $250 per hour and paralegals bill $150 an hour.

The firm has received a $250,000 non-refundable retainer.

Ms. Conde Torres attests that her firm is a "disinterested person"
as defined in 11 U.S.C. Sec. 101(14).

Meanwhile, BMF also has asked the Court to designate Louis O.
Mayendia, its general manager, to act on its behalf.  Mr.
Mayendia, who is responsible for managing the Debtor's day to day
operations, will represent the Debtor before examinations,
meetings and hearings.

BMF Inc. filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No.
12-00658) on Jan. 31, 2012.  Judge Enrique S. Lamoutte Inclan
presides over the case.

BMF, a water bottler and distributor based in Caguas, Puerto Rico,
disclosed $12.3 million in assets and $8.9 million in liabilities.


BMF INC: Sec. 341 Creditors' Meeting on March 9
-----------------------------------------------
BMF Inc. seeks authority from the Bankruptcy Court to employ the
Law Firm of Carmen D. Conde Torres, Esq., as its attorney.

The U.S. Trustee in San Juan, Puerto Rico, will convene a Meeting
of Creditors pursuant to 11 U.S.C. Sec. 341(a) meeting in the
Chapter 11 case of BMF Inc. on March 9, 2012 at 2:30 p.m. at 341
Meeting Room, Ochoa Building, 500 Tanca Street, First Floor, in
San Juan.

Proofs of claim are due in the case by July 7, 2012.  Government
proofs of claim are due by Aug. 6, 2012.

BMF Inc. filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No.
12-00658) on Jan. 31, 2012.  Judge Enrique S. Lamoutte Inclan
presides over the case.  BMF, a water bottler and distributor
based in Caguas, Puerto Rico, disclosed $12.3 million in assets
and $8.9 million in liabilities.


BMF INC: Chapter 11 Status Conference Set for April 3
-----------------------------------------------------
The Bankruptcy Court has scheduled a status conference in BMF
Inc.'s case for April 3, 2012, at 10:00 a.m. at US Post Office and
Courthouse Bldg, 300 Recinto Sur, 2nd Floor Courtroom 2.

BMF Inc. filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No.
12-00658) on Jan. 31, 2012.  Judge Enrique S. Lamoutte Inclan
presides over the case.  BMF, a water bottler and distributor
based in Caguas, Puerto Rico, disclosed $12.3 million in assets
and $8.9 million in liabilities.


BODOG.COM: U.S. Shutters Illegal Online Sports-Betting Business
---------------------------------------------------------------
The Wall Street Journal's Alexandra Berzon and Will Connors report
that U.S. prosecutors shut down the Web site Bodog.com.  The
Justice Department also indicted Canadian Calvin Ayre, the
company's high profile, globe-trotting founder, and three others
associated with the business. The four men are all out of the
country and no one has been arrested.

According to the report, the U.S. Attorney in Maryland charged
Bodog with operating an illegal online sports-betting business,
which it said violates Maryland laws.  The company also laundered
money by moving funds from outside the U.S. to gamblers and
advertisers, the Justice Department said.

WSJ says Bodog, which operated a Web site from outside of the
U.S., took bets for professional and college sports among other
types of gambling.  It advertised its services openly on
billboards, magazines and in TV ads in the U.S. until authorities
began to crack down in 2008.


BONAVIA TIMBER: Third Eye Seeks Dismissal of Chapter 11 Case
------------------------------------------------------------
Third Eye Capital Corporation, as agent for Strative Capital Ltd.,
has asked the Bankruptcy Court to dismiss the Chapter 11 case of
Bonavia Timber Company LLC, fdba Pacific Northwest Tree Farms LLC.
The hearing on the Dismissal Motion is scheduled for March 5, 2012
at 10:00 a.m.

A court order has directed Bonavia Timber to file its chapter 11
plan and disclosure statement by Feb. 29.

                          About Bonavia Timber

Portland, Oregon-based Bonavia Timber Company LLC, fdba Pacific
Northwest Tree Farms LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Ore. Case No. 11-39459) on Nov. 1, 2011.  The case has been
reassigned to Judge Randall L. Dunn from Judge Trish M. Brown.
Albert N. Kennedy, Esq., and Michael W. Fletcher, Esq., at Tonkon
Torp, serve as the Debtor's counsel.  In its petition, the Debtor
estimated assets of $10 million to $50 million.


BONAVIA TIMBER: Court OKs Northwest Farm & Ranch as Appraiser
-------------------------------------------------------------
Bonavia Timber Company LLC sought and obtained permission from the
U.S. Bankruptcy Court to employ Northwest Farm & Ranch Appraisals
LLC as appraiser for the Debtor.

The Debtor expects that valuation of its properties, including the
Ukiah, Meacham, and Cunha properties, will be a significant issue
in its case.

The Debtor has agreed to compensate Northwest Farm at its rate of
$850 per day in accordance with Northwest Farm's ordinary and
customary rates.  The Northwest Farm professional who will be
responsible for providing these services is Robert Burns, CPA.

Northwest Farm has not provided any professional services to the
Debtor within the 12-month period preceding the Petition Date.

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

                     About Bonavia Timber

Portland, Oregon-based Bonavia Timber Company LLC, fdba Pacific
Northwest Tree Farms LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Ore. Case No. 11-39459) on Nov. 1, 2011.  The case has been
reassigned to Judge Randall L. Dunn from Judge Trish M. Brown.
Albert N. Kennedy, Esq., and Michael W. Fletcher, Esq., at Tonkon
Torp, serve as the Debtor's counsel.  In its petition, the Debtor
estimated assets of $10 million to $50 million.


BLUE COAT: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to Sunnyvale, Calif.-based Blue Coat Systems Inc.
The outlook is stable.

"At the same time, we assigned a 'BB-' issue rating with a
recovery rating of '2' to the company's $50 million senior secured
revolving credit facility and $360 million first-lien term loan.
We also assigned a 'B-' issue rating with a recovery rating of '6'
to its $115 million second?lien term loan," S&P said.

"After the assignment of preliminary ratings on Jan. 25, 2012, the
company upsized its second-lien term loan by $30 million, which
had a minimal effect on leverage and did not affect the ratings,
outlook, or recovery ratings," S&P said.

"The rating on Blue Coat reflects Standard & Poor's view that a
diverse customer base, significant level of recurring revenues,
and growing addressable markets will support consistent operating
profitability, despite high leverage and a narrow product focus,"
said Standard & Poor's credit analyst Katarzyna Nolan.

"The stable outlook reflects our expectation that Blue Coat will
maintain consistent profitability, supported by the company's
diverse and recurring revenue base, as well as our expectation
that the company will maintain its competitive position in key
markets. An upgrade in the near term is unlikely, given the
company's leveraged financial profile and our view that its
ownership structure is likely to preclude sustained leverage
reduction. We may lower the rating if the company demonstrates a
lack of revenue stabilization or EBITDA growth, such that leverage
approaches the 6x area," S&P said.


BUFFETS INC: Moelis & Co. Approved as Financial Advisor
-------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Buffets Restaurants Holdings,
Inc., et al., to employ Moelis & Company LLC as financial advisor
and capital markets advisor.

As reported in the Troubled Company Reporter on Feb. 17, 2012.
Moelis & Co. will, among other things:

   -- conduct a business and financial analysis of the Debtors;

   -- provide advice to the Debtors to assist them in reviewing
      and analyzing a potential restructuring; and

   -- provide advice to the Debtors to assist them in determining
      whether to pursue a sale transaction or a capital
      transaction.

The Debtors have agreed to pay Moelis & Co. in cash under this fee
structure:

   1. a $150,000 monthly fee;

   2. a $3,000,000 general restructuring fee;

   3. a sale transaction fee of: (i) 1.1% of the sale transaction
      value for sale transaction value up to $325,000,000, plus
      (ii) 4.0% of sale transaction value in excess of
      $325,000,000;

   4. a capital transaction fee equal to: (i) 6.5% of the
      aggregate gross amount in the case of any capital
      transaction other than the any asset-backed debt or debtor-
      in-possession financing in connection with a Bankruptcy
      case, or (ii) in the case of any asset-backed debt, or
      debtor-in-possession financing, in connection with a
      Bankruptcy case, 2.0% of the aggregate gross amount of the
      capital transaction; and

   5. a termination fee equal to 15.0% of any termination fee or
      break up fee or similar type of compensation.

Moelis was paid a one-time retainer fee of $250,000 in May 2011.
The Debtors have agreed, as part of the overall compensation, to
certain indemnification, contribution and reimbursement
obligations.

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

                        About Buffets Inc.

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

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

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

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

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

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

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


BUFFETS INC: Paul Weiss Approved as Bankruptcy Counsel
------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Buffets Restaurants Holdings,
Inc., et al., to employ Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel.

Paul Weiss will work closely with Young Conaway, and other
professionals that may be retained by the Debtors to avoid any
unnecessary duplication of effort.

Paul Weiss received a $100,000 retainer in November 2011.  In
addition, the firm received payments totaling $822,330 in
connection with the general representation of the Debtors
prepetition.

The hourly rates of Paul Weiss' personnel are:

         Partners                    $830 - $1,120
         Counsel                     $760 -   $795
         Associates                  $375 -   $760
         Legal Assistants             $85 -   $250

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

         Jeffrey D. Saferstein, partner   $1,100
         Eric Goodison, partner           $1,085
         Bruce Gruder, counsel              $795
         Phillip A. Weintraub, associate    $695
         Evan R. Zisholtz, associate        $575
         Justin Pines, associate            $575
         David Sobel, associate             $505
         Brooke Filler, paralegal           $200

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

                        About Buffets Inc.

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

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

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

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

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

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

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


BUFFETS INC: PricewaterhouseCoopers LLP OK'd as Tax Consultants
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Buffets Restaurants Holdings,
Inc., et al., to employ PricewaterhouseCoopers LLP as tax
consultants.

As reported in the Troubled Company Reporter on Feb. 17, 2012, PwC
is expected to, among other things:

   -- analyze the capital structure of the Debtors;

   -- to the extent necessary, Determine the Debtors' tax basis in
      its assets, including in stock of subsidiaries; and

   -- prepare a model that illustrates relevant tax consequences
      of proposed plans of reorganization including the effects of
      available tax elections and tax position of buffets at
      emergence.

The hourly rates of PwC's personnel are:

         Partner                 $735
         Director                $595
         Manager                 $495
         Senior Associate        $395
         Associate               $285

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

                        About Buffets Inc.

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

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

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

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

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

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

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


BUFFETS INC: Huntley Mullaney Okayed as Real Estate Consultant
--------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Buffets Restaurants Holdings,
Inc., et al., to employ Huntley Mullaney, Spargo & Sullivan, Inc.,
as special real estate consultant.

The Court also ordered that HMS will be paid an incentive fee in
an amount equal to the sum of (a) $2,500 for each year of base
term eliminated or converted to options not to exceed $25,000 per
modified lease and (b) 11% of the rent savings on the remaining
base term of the lease; provided, however, that the incentive fees
earned as a result of term modification will be limited to
$3,000,000 in the aggregate; provided, further that if HMS
negotiates for the inclusion in a lease of an early termination
right not currently existing, HMS will only be entitled to the
$5,000 fee and the limitations set forth in the engagement letter;
provided further, that the entry into an agreement relating to a
term modification or other lease modification that results in a
payment from the Debtor to a landlord in an amount in excess of
$250,000 will be executed only after consultation with the
Committee.

                         About Buffets Inc.

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

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

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

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

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

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

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


BUFFETS INC: Young Conaway Approved as Local Bankruptcy Counsel
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Buffets Restaurants Holdings,
Inc., et al., to employ Young Conaway Stargatt & Taylor, LLP as
local bankruptcy counsel.

As reported in the Troubled Company Reporter on Feb. 16, 2012, the
hourly rates of the principal attorneys and paralegal
designated to represent the Debtors are:

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

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

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

                         About Buffets Inc.

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

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

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

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

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

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

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


CALLAWAY CLINIC: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Callaway Clinic, LLC
        489 North Tyndall Parkway
        Callaway, FL 32404

Bankruptcy Case No.: 12-50091

Chapter 11 Petition Date: February 24, 2012

Court: United States Bankruptcy Court
       Northern District of Florida (Panama City)

Debtor's Counsel: Michael R. Reiter, Esq.
                  MIKE REITER & ASSOCIATES
                  P.O. Box 330
                  Lynn Haven, FL 32444
                  Tel: (850) 277-0777
                  Fax: (850) 277-0177
                  E-mail: mikelaw32444@yahoo.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 nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flnb12-50091.pdf

The petition was signed by Ketan A. Patel, managing member.


CATHAY GENERAL: Solid Performance Cues Fitch to Affirm Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
Cathay General Bancorp (CATY) and its lead bank subsidiary, Cathay
Bank, at 'BB'.  The Rating Outlook has been revised to Positive
from Stable.

The affirmation and Outlook revision reflects the solid
performance of the company over the past year along with improved
asset quality and capital positions.  The Positive Outlook
reflects Fitch's expectation that these trends will continue and
possibly accelerate in 2012.

Fitch regards the company's key credit strengths to be its niche
franchise in servicing the Asian-American population, across many
metropolitan areas in the U.S. but mainly in California.  CATY's
customer base is more loyal than similarly-sized banks, providing
the company with a sticky deposit base.  More importantly, as
trade with China continues to accelerate, CATY is seen as well
positioned to capitalize on lending opportunities as evidenced by
the significant growth in its C&I portfolio in 2011.

Aside from the bank's sticky deposit base, the funding profile is
considered commensurate with the current rating as the majority of
the its securities portfolio is encumbered through repo borrowings
and a significant portion of the unencumbered securities are
represented by relatively less liquid and less credit worthy
corporate bonds which reduces its funding flexibility.

CATY has a relatively larger loan to deposit ratio than peer
averages, although Fitch notes that the deposit base is considered
high quality.  At a time when the banking industry as a whole is
flush with liquidity this is considered a rating restraint.

Fitch's Positive Outlook reflects the progress CATY has made in
improving asset quality measures as inflows of non-performing
loans have slowed and represented $40 million as of 4Q11.
Similarly, net charge offs (NCO's) have shown positive trends with
NCO's in 4Q11 of only $4.6 million (0.26% of total loans
annualized) as compared to $22.8 million in 4Q10.  NCO's of $66
million for the full year 2011 represent roughly half of full year
2010 charge-offs of $126 million.  Although, nonperforming assets
(NPAs) have remained stubbornly high during 2011 after only
declining to 5.88% (TDR inclusive) from 6.63% at year-end (YE)
2010, asset quality as a whole is trending very positively.

Incorporated in this action is Fitch's expectation that CATY's
regulatory Memorandum of Understanding (MOU) will be lifted and
that it will be allowed to repay TARP over the course of the next
twelve months.  Both are symbolic of what the bank has already
achieved and will not be considered rating drivers should they
occur.  More important to future ratings than either of these
events, are trends in the company's asset quality and
liquidity/funding profile.

The company reports strong capital levels, relative to its rating
level, with a tangible common equity (TCE) ratio of 9.08% at YE11.
Fitch recognizes that if CATY were to repay TARP, it would result
in reduced levels of regulatory capital.  The current rating
incorporates the expectation that core capital levels, as measured
by the TCE ratio, will continue to be managed at current or
enhanced levels, until asset quality is materially improved.

Factors that could result in an upgrade of CATY's ratings include
a material reduction in NPAs (without incurring significant credit
charges) as well as improvements in the funding profile of the
company with less reliance on wholesale borrowing and an improved
loan to deposit ratio.  Conversely, the Outlook or ratings could
be negatively pressured if CATY were to aggressively manage its
capital or if asset quality trends were to stall or reverse their
current positive trend.

CATY is a $10.6 billion bank holding company headquartered in Los
Angeles, CA and focuses on the Asian banking market in its
geographic footprint.  CATY has expanded in the Asian-American
communities across the country with a presence in New York,
Chicago, Massachusetts, New Jersey, Texas, and Washington State.

Fitch affirms the following ratings:

Cathay General Bancorp

  -- Long-term IDR at 'BB'; Rating Outlook Revised to Positive
  -- Short-Term IDR at 'B';
  -- Viability Rating at 'bb';
  -- Support Floor 'NF'
  -- Support '5'.

Cathay Bank

  -- Long-term IDR at 'BB'; Rating Outlook Revised to Positive
  -- Long-term Deposit at 'BB+'
  -- Short-Term IDR at 'B'
  -- Short-Term Deposit at 'B'
  -- Viability Rating at 'bb'
  -- Support Floor 'NF'
  -- Support '5'.

Fitch maintains the Rating Watch Negative for the following
ratings:

Cathay General Bancorp

  -- Preferred Stock at 'B'


CATHEDRAL CITY: S&P Keeps Bond Ratings on Watch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services is maintaining its CreditWatch
with negative implications on 15 ratings on California
redevelopment agencies' (RDAs) tax allocation bonds (TABs). The
ratings were placed on CreditWatch Oct. 14, 2011.

"We are keeping the ratings on CreditWatch given our view that
these bonds, with already inadequate debt service coverage, could
lose access to unpledged resources to meet debt service payment
obligations now that all RDAs in the state have been dissolved,"
said Standard & Poor's credit analyst Sussan Corson. "We expect to
resolve the CreditWatch in the next three months as we review the
debt and revenue management plans and practices, debt service
reserves, and payment schedules of the applicable successor
agencies," Ms. Corson added.

"On Dec. 29, 2011, the California Supreme Court ruled to uphold
ABx1 26, which dissolves all RDAs in the state. A companion bill,
ABx1 27, which would have allowed the RDAs to continue to exist,
was declared invalid by the court. The court decision to uphold
ABx1 26 extended by four months all deadlines in the bill
occurring before May 2012. Therefore, all RDAs in the state were
dissolved as of Feb. 1, 2012," S&P said.

"In February 2012, Standard & Poor's lowered its ratings on
Hercules Redevelopment Agency's series 2005 and 2007A TABs secured
by net tax increment, to 'CC' from 'CCC', and revised its outlook
on the bonds to negative from stable. We based this rating action
on the RDA's use of the surety debt service reserves to cover a
Feb. 1, 2012, payment and our expectation that pledged revenue
will remain insufficient to cover nonhousing debt service
obligations and remaining surety reserve funds could be depleted
in the next one-to-two years," S&P said.

Ratings Remaining On Creditwatch Negative

* Cathedral City RDA, series 2007 merged project area (NTI*,
   second lien) ?'BB'

* Coalinga RDA, series 2009C coaling project area (statutory
   pass-through)? 'BB'

* Contra Costa County RDA, series 2007A, 2007A-T, various project
   areas (NTI) ? 'BB+'

* Contra Costa County RDA, series 1999 Baypoint project area
   weak-link (NTI) ? 'B'

* Contra Costa County RDA, series 2007B Baypoint project area
   (NTI, second lien) ?  'B'

* Desert Hot Springs RDA, series 2006A, 2008A, and 2008B merged
   project area (NTI) ? 'B'

* Greenfield RDA, series 2002 and 2006 greenfield project area
   (NTI and housing) ? 'BB+'

* Hesperia RDA, series 2005 project areas 1 and 2 (housing) ?
   'BB+'

* Lancaster RDA, series 1994 Central Business District (NTI) ?
   'BB'

* Lancaster RDA, series 2004, 2006 project areas 5 and 6 (school
   district pass-through) ? 'BB+'

* Lancaster RDA, series 2003, 2003B, 2004B, and 2006, various
   project areas (NTI, second lien) ?'BB'

* Oakley RDA, series 2008A Oakley project area (NTI, second lien)
   ? 'BB+'

* Riverbank RDA, series 2007A reinvestment project area (NTI) ?
   'CCC'

* Riverbank RDA, series 2007B reinvestment project area (housing)
   ? 'CCC'

* Stockton Public Financing Authority, series 2006 north project
   area weak-link (NTI) ? 'B'

NTI--net tax increment.


CB HOLDING: Charlie Brown's Plan Okayed Over Creditors' No Vote
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Mary F. Walrath has approved
the Chapter 11 plan of CB Holding Corp.

The disclosure statement says secured creditors with
$73 million in claims will have an estimated 20% to 23% recovery
on their claims and general unsecured creditors with claims
aggregating $120 million will recover 0.01% to 1.1%.

The plan was unanimously supported by the two classes of secured
creditors.  But only 41% in amount of unsecured claims voted in
favor of the plan, notwithstanding the Official Committee of
Unsecured Creditors' recommendation that the class support the
plan.  Notwithstanding the "no" votes, the Debtor obtained
approval of the plan via the cramdown process.

To confirm the plan using cramdown, Judge Walrath needed to
determine that unsecured creditors are receiving more than were
the case converted to liquidation in Chapter 7.

There will be about $1.2 million available for unsecured
creditors.  From the total, some $480,000 won't go toward the
deficiency claims of first-lien lenders.

The plan was made possible by two settlements. The first, with
pre-bankruptcy secured creditors, entailed an agreement to share
some of the sale proceeds. The second, with lenders financing the
Chapter 11 case, resolved disputes with the

Copies of the Plan and Disclosure Statement dated Jan. 4, 2012,
are available for free at:

       http://bankrupt.com/misc/CBHOLDING_PlanDSJan4.pdf

                         About CB Holding

New York-based CB Holding Corp. operated 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office
Beer Bar and Grill restaurants when it filed for bankruptcy
protection.  The Company closed 47 locations before filing for
Chapter 11.

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010.

After filing for Chapter 11, CB Holding sold 20 Charlie Brown's
locations for $9.5 million.  The 12 remaining Bugaboo Creek stores
realized $10.05 million while the seven The Office Restaurants
produced $4.675 million.

Joel H. Leviton, Esq., Stephen J. Gordon, Esq., Richard A.
Stieglitz Jr., Esq., and Maya Peleg, Esq., at Cahill Gordon &
Reindel LLP, in New York; and Mark D. Collins, Esq., Christopher
M. Samis, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware, assist the Debtors in
their restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.

Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles; and Bradford J. Sandler, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, represent the
Official Committee of Unsecured Creditors.

CB Holding estimated its assets at $100 million to $500 million
and debts at $50 million to $100 million.  At the outset of the
Chapter 11 case, the lenders were owed $70.2 million.

The Debtor completed sales of the three branches of the business
between April and July, generating $20 million after payment of
costs to run the Chapter 11 process.


CDC CORP: GCG Inc. Approved as the Official Noticing Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized CDC Corporation to employ GCG, Inc. as the official
noticing agent.

The Debtor agreed to pay agent its hourly rates and out-of-pocket
expenses incurred in connection with performance of the services
under the agreement.

Emily Gottlieb, an assistant vice president of GCG Inc., assured
the Court that GCG is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                         About CDC Corp

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

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

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


CDC CORP: Solomon Harris Approved as Corporate Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized CDC Corporation to employ Solomon Harris as special
corporate counsel.

As reported in the Troubled Company Reporter on Feb. 15, 2012, the
Debtor said it is necessary to employ Solomon Harris to provide
Cayman transactional and advisory assistance and to provide
service on Cayman Law regarding:

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

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

The firm will also:

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

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

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

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

The Debtor will pay the firm a $5,000 retainer.

The firm's hourly rates are:

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

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

                         About CDC Corp

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

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

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


CEMEX ESPANA: Fitch Rates Proposed Sr. Sec. Notes at 'B+/RR3'
-------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+/RR3' to the proposed
senior secured euro and U.S. dollar notes due in 2019 of CEMEX
Espana S.A. (CEMEX Espana).  Both the euro and U.S. dollar notes
will be unconditionally guaranteed by CEMEX, S.A.B. de C.V.
(CEMEX), CEMEX Mexico, S.A. de C.V., and New Sunward Holding B.V.

The notes will be secured with a first priority interest over a
collateral package consisting of substantially all of the shares
of CEMEX Mexico, S.A. de C.V., Centro Distribuidor de Cemento,
S.A. de C.V., Mexcement Holdings, S.A. de C.V., Corporacion Gouda,
S.A. de C.V., CEMEX Trademarks Holding Ltd., New Sunward Holding
B.V. and CEMEX Espana, S.A.

These exchange notes are being offered to holders of CEMEX Finance
Europe B.V.'s Euro 900 million unsecured notes due in 2014 and to
holders of the following perpetual securities: C-10-Euro Capital
(SPV) Limited, C8 Capital (SPV) Limited, C5 Capital (SPV) Limited
and C10 Capital (SPV) Limited.

A complete list of Fitch's ratings of CEMEX and its subsidiaries
follows at the end of this press release.

Leverage Remains High

The 'B' ratings of CEMEX and its subsidiaries reflect the
company's high leverage. CEMEX had USD 18.1 billion of total debt
and USD1.2 billion of cash and marketable securities as of Dec.
31, 2011. During 2011, CEMEX generated USD2.332 billion of EBITDA,
an increase from USD2.314 billion during 2010.  Combined, these
figures result in a leverage ratio of 7.7 times (x) and a net
leverage ratio of 7.3x.  The company's cash position was enhanced
by the receipt of USD240 million of cash from the Venezuelan
government as compensation for its nationalization of CEMEX's
subsidiary in that country.  CEMEX also received from the
Venezuelan government USD360 million of notes issued by PDVSA.
Some of these notes were monetized by the company before the end
of the year.

Anemic Outlook for U.S. Construction Activity

The recovery of the U.S. economy has been weaker than anticipated,
and the outlook remains poor.  This is a key credit constraint
upon CEMEX's ratings.  The company's EBITDA in the U.S. has
declined to a negative USD100 million during 2011 from USD2.345
billion (on a pro forma basis as if Rinker was consolidated)
during 2006.  Many of CEMEX's operations are located in the states
that remain mired in the housing crisis.  The company has
dramatically cuts its cost structure in this market, which should
result in an improved performance in 2012.

Concerns About Europe and the Mediterranean

Offsetting to a degree the loss of cash flow in the U.S. has been
the strong performance of the company's Northern European
division.  Key markets in this division include Germany and
France.  During 2011, this division generated USD416 million of
EBITDA, an increase from USD271 million in 2010.  If the sovereign
debt crisis in Europe expands during 2012, the overall economy in
many of these countries would deteriorate quickly and could hurt
the company's results.  CEMEX also has a strong presence in the
Mediterranean with its key markets being Spain and Egypt.  Spain
continues to perform poorly and political and economic risk
remains high in Egypt.  During 2011, the EBITDA from the
Mediterranean division declined to USD439 million from USD533
million.

Mexico Remains Flagship Market; Limited EBITDA Improvement
Projected for 2012

Mexico continues to be CEMEX's key market, accounting for USD1.2
billion of EBITDA during 2011, which is relatively unchanged from
2010.  The outlook for the company's business in Mexico is
slightly positive.  Fitch projects that CEMEX will generate about
USD2.5 billion of consolidated EBITDA during 2012.  The growth in
EBITDA during 2012 is expected to be driven by the results of cost
reduction efforts taken by the company during 2011.  An expanded
crisis in Europe during 2012 would likely result in stagnant or
declining EBITDA levels.  Elevated energy prices would also hinder
the company's ability to generated USD2.5 billion of EBITDA.

Tight Covenants and High Debt Burden in 2014

CEMEX has been aggressive in reducing debt repayment risk. The
company issued about USD4.3 billion of secured notes, optional
convertible subordinated notes, and senior secured floating-rate
notes between January and July 2011. The company also sold
approximately USD225 million of assets during 2011.  As a result,
CEMEX only has amortizations of USD373 million in 2012 and USD572
million in 2013.  During 2014, the company faces USD8 billion of
debt amortizations.  About USD6.9 billion of this debt is
associated with the Financing Agreement.  Fitch expects the
company to renegotiate before 2013 the amortization schedule of
the debt associated with its Financing Agreement.  Fitch's base
case is that the company will also amend the debt covenants
associated with this Financing Agreement.  These covenants contain
a leverage ratio test that falls to 6.5x as of June 30, 2012 from
7.0x as of Dec. 31. 2011.  This test continues to tighten during
subsequent periods, declining to 5.75x by Dec. 31, 2012 and
falling to 4.25 by Dec. 31, 2013.  CEMEX's funded debt to EBITDA
ratio was 6.64x during 2011.  This calculation excludes about USD2
billion of optionally convertible subordinated debt.

Fitch currently rates CEMEX and its subsidiaries as follows:

CEMEX

  -- Issuer Default Rating (IDR) 'B';
  -- Senior unsecured notes 'B+/RR3';
  -- National scale long-term rating 'BB-(mex)';
  -- National scale short-term rating 'B (mex)'.

Cemex Espana S.A.

  -- C5 Capital (SPV) Limited, a British Virgin Island restricted
     purpose company
  -- C8 Capital (SPV) Limited, a British Virgin Island restricted
     purpose company
  -- C10 Capital (SPV) Limited, a British Virgin Island restricted
     purpose company
  -- C-10 Euro Capital (SPV) Limited, a British Virgin Island
     restricted purpose company

CEMEX Finance Europe B.V., incorporated in The Netherlands
CEMEX Finance LLC, a limited liability company incorporated in the
U.S.
CEMEX Materials Corporation, a limited liability company
incorporated in the U.S.

  -- Foreign currency IDR 'B'.
  -- CEMEX, S.A.B. de C.V., Certificados Bursatiles 'BB-(mex)';
  -- C5 Capital (SPV) Limited, USD350 million perpetual secured
     notes callable in 2011 'B+/RR3';
  -- CEMEX Finance Europe B.V., Euro 900 million, 4.75% guaranteed
     notes due in 2014 'B+/RR3';
  -- C8 Capital (SPV) Limited, USD750 million perpetual secured
     notes callable in 2014 'B+/RR3';
  -- CEMEX, S.A.B. de C.V., USD 800 million senior secured
     guaranteed notes due in 2015 'B+/RR3';
  -- C10 Capital (SPV) Limited, USD900 million perpetual secured
     notes callable in 2016 B+/RR3';
  -- CEMEX Finance LLC, USD1.750 billion, 9.5% senior secured
     guaranteed notes due in 2016 'B+/RR3';
  -- CEMEX Finance LLC, Euro 350 billion, 9.625% senior secured
     guaranteed notes due in 2017 'B+/RR3';
  -- CEMEX Espana, Euro 115 million, 8.875% senior secured
     guaranteed notes due in 2017 'B+/RR3';
  -- CEMEX, S.A.B. de C.V., USD 1.650 billion, 9% senior secured
     guaranteed notes due in 2018 'B+/RR3';
  -- CEMEX Espana, USD 1.067 billion, 9.25% senior secured
     guaranteed notes due in 2020 'B+/RR3';
  -- CEMEX Materials Corporation, USD150 million, 7.7% guaranteed
     notes due in 2025 'B+/RR3';
  -- C-10 Euro Capital (SPV) Limited, Euro 730 million perpetual
     secured notes callable in 2049 'B+/RR3'.


CENTAM PARTNERS: Court Dismisses Chapter 11 Case
------------------------------------------------
The U.S. Bankruptcy Court has ordered the dismissal of Centam
Partners LLC's bankruptcy case, with prejudice, and the Debtor
will not file, and is prohibited from filing anywhere in the
United States, for a period of one year from the date of entry of
the order.

The dismissal of the bankruptcy case is conditional to the Debtor
paying all outstanding United States Trustee fees and the Clerk of
Court's fees, costs, and charges.  If the Debtor fails to comply,
the U.S. Trustee may seek to vacate the Dismissal Order and seek
conversion of the bankruptcy case to Chapter 7 on an expedited
basis.

All pending motions in the case are denied as moot.

As reported by Troubled Company Reporter on Feb. 20, 2012, Centam
Partners consented to the dismissal of the bankruptcy case.  The
secured lender UTA Capital LLC argued that the Chapter 11 petition
was a "classic" case of a filing "in bad faith and without any
prospect of reorganization."

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


CHEYENNE HOTELS: Can Hire Meili Sikora as Advisor & Accountant
--------------------------------------------------------------
The Bankruptcy Court authorized Cheyenne Hotels, LLC, to employ
Meili Sikora, CPA, CTRS (Certified Tax Resolution Specialist)
under a general retainer to provide accounting services to the
Debtor, nunc pro tunc to Dec. 22, 2011.

As the Debtor's tax advisor and accountant, the accounting firm of
Meili Sikora will, among other things, process and record
financial transactions on an as needed basis, perform monthly
reconciliations of bank accounts and other subsidiary ledgers to
the general ledger, and prepare general ledger and trial balance
monthly or as otherwise requested.

The Court may enter a separate order governing payment of
professionals, which order will govern interim payment to Meili
Sikora.

                       About Cheyenne Hotels

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

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

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


CHRIST HOSPITAL: Hires Porzio as Bankruptcy Counsel
---------------------------------------------------
Christ Hospital seeks to employ Porzio, Bromberg & Newman, P.C.,
to serve as its Chapter 11 counsel.

The firm has been assisting the Debtor pre-bankruptcy.  Commencing
April 12, 2011, through December 31, 2011, Porzio received
$348,360 for prepetition services.  In January and February 2012,
the firm received $285,559 for services related to the preparation
of the bankruptcy filing.  The firm also received a $250,000
retainer.

The professionals most likely to render services and their hourly
rates are:

     Warren J. Martin, Jr., Esq.         $635 per hour
     Terri Jane Freedman, Esq.           $440 per hour
     Mark J. Politan, Esq.               $440 per hour
     Kelly D. Curtin                     $330 per hour
     Cindy J. Alvarado                   $285 per hour
     Rachel A. Segall                    $230 per hour
     Mathew D. Laskowski                 $195 per hour
     Maria P. Dermatis                   $195 per hour

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  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.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Pre-bankruptcy suitors included Hudson
Hospital Holdco LLC, Prime Healthcare Services, Inc., and
Community Healthcare Associates.  Melanie Evans at
ModernHealthcare.com reported that Prime offered $35 million while
Beth Fitzgerald at NJSpotlight reported that CHA made a tentative
proposal to buy Christ Hospital for $104 million.

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 if multiple bids are received.  The Court will
conduct a sale hearing March 20.

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.

Judge Morris Stern presides over the case.  Lawyers at Porzio,
Bromberg & Newman, P.C., serve as the Debtor's counsel.  Alvarez &
Marsal North America LLC serves as financial advisor.  Logan &
Company Inc. serves as the Debtor's claim and noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., 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.

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

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.

Hudson Hospital Holdco is represented in the case by:

          McELROY, DEUTSCH, MULVANEY & CARPENTER, LLP
          Louis A. Modugno, Esq.
          1300 Mt. Kemble Avenue
          PO Box 2075
          Morristown, NJ 07962-2075
          Telephone: (973) 993-8100
          Facsimile: (973) 425-0161
          E-mail: lmodugno@mdmc-law.com

Community Healthcare Associates is represented in the case by:

          Kenneth A. Rosen, Esq.
          Mary E. Seymour, Esq.
          Andrew Behlmann, Esq.
          LOWENSTEIN SANDLER PC
          65 Livingston Avenue
          Roseland, NJ 07068
          Tel: 973-597-2500
          Fax: 973-597-2333
          E-mail: mseymour@lowenstein.com
                  abehlmann@lowenstein.com

Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by:

          Walter J. Greenhalgh, Esq.
          DUANE MORRIS LLP
          One Riverfront Plaza
          1037 Raymond Blvd., Suite 1800
          Newark, NJ 07102
          Tel: (973) 424-2000
          Fax: (973) 424-2001
          E-mail: wjgreenhalgh@duanemorris.com


CHRIST HOSPITAL: Taps Alvarez & Marsal as Financial Advisor
-----------------------------------------------------------
Christ Hospital seeks Bankruptcy Court permission to employ
Alvarez & Marsal North America LLC as its financial advisor.  The
firm was first engaged by the Debtor in 2007.  A&M will be paid at
these hourly rates:

          Managing directors              $650 - $850
          Directors                       $450 - $650
          Analysts/associates             $250 - $450

All prepetition work performed by A&M would be rendered for a flat
fee of $25,000.

A&M will bill no less frequently than monthly for its services
which it estimates will run roughly $200,000 per month plus out of
pocket expenses.

The Debtor also agrees to indemnify A&M.

A&M's Wayne Ziemann attests that the firm has no connection with
the Debtor, its creditors, other parties in interest, or their
attorneys or accountants, or the U.S. Trustee; and does not hold
any interest adverse to the Debtor's estate; and is a
"disinterested person" as defined in 11 U.S.C. Sec. 101(14).

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  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.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Pre-bankruptcy suitors included Hudson
Hospital Holdco LLC, Prime Healthcare Services, Inc., and
Community Healthcare Associates.  Melanie Evans at
ModernHealthcare.com reported that Prime offered $35 million while
Beth Fitzgerald at NJSpotlight reported that CHA made a tentative
proposal to buy Christ Hospital for $104 million.

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 if multiple bids are received.  The Court will
conduct a sale hearing March 20.

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.

Judge Morris Stern presides over the case.  Lawyers at Porzio,
Bromberg & Newman, P.C., serve as the Debtor's counsel.  Alvarez &
Marsal North America LLC serves as financial advisor.  Logan &
Company Inc. serves as the Debtor's claim and noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., 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.

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

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.

Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP.  Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.


CHRIST HOSPITAL: Logan & Co. to Serve as Claims and Noticing Agent
------------------------------------------------------------------
Christ Hospital proposes to employ Logan & Company Inc. as claims
and noticing agent.

Christ Hospital said the employment of Logan is necessary because
its estate consists of more than 3,000 creditors.  Due to the
magnitude of parties who would be receiving notice in the case
from the Clerk's Office of the United States Bankruptcy Court for
the District of New Jersey, the Debtor has determined that it
would be in the estate's best interests to retain an outside firm
to provide notices and to process claims.

Kathleen M. Logan, president of Logan, attests that her firm is a
"disinterested person" within the meaning of 11 U.S.C. Sec.
101(14) of the Bankruptcy Code.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  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.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Pre-bankruptcy suitors included Hudson
Hospital Holdco LLC, Prime Healthcare Services, Inc., and
Community Healthcare Associates.  Melanie Evans at
ModernHealthcare.com reported that Prime offered $35 million while
Beth Fitzgerald at NJSpotlight reported that CHA made a tentative
proposal to buy Christ Hospital for $104 million.

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 if multiple bids are received.  The Court will
conduct a sale hearing March 20.

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.

Judge Morris Stern presides over the case.  Lawyers at Porzio,
Bromberg & Newman, P.C., serve as the Debtor's counsel.  Alvarez &
Marsal North America LLC serves as financial advisor.  Logan &
Company Inc. serves as the Debtor's claim and noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., 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.

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

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.

Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP.  Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.


CHRIST HOSPITAL: Hires Counsel for Labor-Related Matters
--------------------------------------------------------
Christ Hospital has filed separate applications to employ:

     -- Tarter Krinsky & Drogin LLP to assist the Debtor in
        connection with employee benefit and employment-related
        matters; and

     -- Genova, Burns & Giantomasi to assist the Debtor in
        various issues, including those arising from or related to
        labor and employment, guardianship, litigation and
        transactional matters including negotiations of collective
        bargaining agreements.

Tarter has been involved in disputes between the Debtor and the
Pension Benefit Guaranty Corporation.  The firm has received a
$75,000 retainer before the petition date.  Stephen L. Ferszt,
Esq. -- sferszt@tarterkrinsky.com -- at Tarter, attests that his
firm does not represent or hold any interest adverse to the Debtor
or the estate.

Tarter professionals who will be primarily involved in the case
and their hourly rates are:

     Stephen L. Ferszt, Esq.             $525 per hour
     Jim Smith, Esq.                     $525 per hour
     Lisa McIntyre, Esq.                 $355 per hour

Genova, meanwhile, has represented the Debtor as outside counsel
for roughly three years.  The firm received a $150,000 from the
Debtor pre-bankruptcy.  The firm's Celia Bosco, Esq. --
cbosco@genovaburns.com -- attests that her firm does not represent
or hold any interest adverse to the Debtor or the estate.

Genova professionals who will be primarily involved in the case
and their hourly rates are:

     James M. Burns, Esq.                $475 per hour
     Harry G. Kapralos, Esq.             $325 per hour
     Celia S. Bosco, Esq.                $400 per hour
     James J. McGovern, Esq.             $425 per hour
     Doug E. Solomon, Esq.               $375 per hour
     Gina M. Schneider, Esq.             $220 per hour
     Rebecca Fink, Esq.                  $220 per hour

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  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.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Pre-bankruptcy suitors included Hudson
Hospital Holdco LLC, Prime Healthcare Services, Inc., and
Community Healthcare Associates.  Melanie Evans at
ModernHealthcare.com reported that Prime offered $35 million while
Beth Fitzgerald at NJSpotlight reported that CHA made a tentative
proposal to buy Christ Hospital for $104 million.

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 if multiple bids are received.  The Court will
conduct a sale hearing March 20.

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.

Judge Morris Stern presides over the case.  Lawyers at Porzio,
Bromberg & Newman, P.C., serve as the Debtor's counsel.  Alvarez &
Marsal North America LLC serves as financial advisor.  Logan &
Company Inc. serves as the Debtor's claim and noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., 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.

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

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.

Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP.  Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.


CHRIST HOSPITAL: Committee Hires JH Cohn as Financial Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Christ Hospital
seeks Bankruptcy Court permission to employ J. H. Cohn LLP as its
financial advisors.

J.H. Cohn is an accounting and financial consulting firm having
expertise in both bankruptcy and hospital financial issues.  JHC
served as financial advisors to the Informal Committee of
Creditors of Christ Hospital during the period Nov. 4, 2011
through Jan. 26, 2012.  JHC received payments totaling $90,975
through an initial retainer on Nov. 4, 2011, in connection with
its financial advisory services to the Informal Committee.  Fees
in connection with JHC?s services totalled $195,017.  JHC has
waived the balance of $104,042.

During the period Jan. 27, 2012 through and including Feb. 3,
2012, JHC prepared, organized and analyzed financial data utilized
by the Debtor to prepare its DIP budget.  JHC received $35,000 on
Jan. 27, 2012 as a retainer paid for the services related to the
DIP budget.  JHC?s services rendered during the period Jan. 27
through Feb. 3, 2012 totaled $37,889.  The balance of $2,889 has
been waived.

JHC has previously served as tax return preparer for Christ
Hospital.  JHC resigned as tax preparer in November 2011 and has
waived its fees totaling $43,500 in connection with preparation of
the tax returns.  JHC has received a letter from the Hospital?s
counsel, dated Dec. 8, 2011, confirming the termination of its
tax-related services and waiving any potential conflict in
connection with its services to the Informal Committee of
Creditors.

Bernard A. Katz -- bkatz@jhcohn.com -- a partner of J.H. Cohn,
attests that the firm does not hold or represent any entity having
an adverse interest in connection with the Debtor?s Chapter 11
case.

JHC?s billing rates for the accounting and financial advisory
services of the nature to be rendered to the Committee are:

          Partners/Senior Partners          $580 - $790/hr
          Manager/Senior Manager/Director   $430 - $610/hr
          Other Professional Staff          $270 - $400/hr
          Paraprofessional                  $180/hr

As an accommodation to the Committee, JHC has agreed to a 10%
reduction in its current hourly rates.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  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.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Pre-bankruptcy suitors included Hudson
Hospital Holdco LLC, Prime Healthcare Services, Inc., and
Community Healthcare Associates.  Melanie Evans at
ModernHealthcare.com reported that Prime offered $35 million while
Beth Fitzgerald at NJSpotlight reported that CHA made a tentative
proposal to buy Christ Hospital for $104 million.

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 if multiple bids are received.  The Court will
conduct a sale hearing March 20.

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.

Judge Morris Stern presides over the case.  Lawyers at Porzio,
Bromberg & Newman, P.C., serve as the Debtor's counsel.  Alvarez &
Marsal North America LLC serves as financial advisor.  Logan &
Company Inc. serves as the Debtor's claim and noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., 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.

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

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.

Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP.  Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.


CHRISTIAN BROTHERS: Palma High School Dragged in Bankruptcy Case
----------------------------------------------------------------
Virginia Hennessey at the Herald Salinas Bureau reports that Palma
High School could become a bargaining chip in a massive bankruptcy
case involving child sex abuse allegations against the Irish
Christian Brothers.

According to the report, Palma's corporate entity, the Christian
Brothers Institute of California Inc., is named as a defendant in
one of the lawsuits that prompted the Christian Brothers to
declare Chapter 11 bankruptcy in New York in April.

The report relates that the plaintiff in that suit alleges he was
molested at O'Dea High School in Seattle by Brother Edward
Courtney, who was transferred to the school by his superiors
despite numerous earlier claims of molestation.  Those superiors
were at the provincial headquarters, located in Salinas from 1969
to 1976.

The report notes the federal judge ordered the Christian Brothers
to turn over the alumni rosters of all of its schools where
credible claims of child sexual abuse had been made.  Palma High,
the only Irish Christian Brothers school in California, was among
them.

The report says at issue is whether the high school would be
considered an asset in settling the bankruptcy, which has opened a
narrow window for victims whose cases otherwise would be outside
the statute of limitations.  Any Palma alumnus abused by an
employee or volunteer at Palma, sexually or otherwise, now has
until Aug. 1 to file a claim and join the bankruptcy action."

             About The Christian Brothers' Institute

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed seven
members to the official committee of unsecured creditors in the
Debtors' Chapter 11 cases.  Pachulski Stang Ziehl & Jones LLP
represents the Committee as its counsel.


CIVIC PARTNERS: Defends Chapter 11 Filing in Iowa Court
-------------------------------------------------------
Nick Hytrek at Sioux City Journal reports that Civic Partners
appeared in U.S. Bankruptcy Court in Iowa on Feb. 22 to defend its
Chapter 11 bankruptcy filing.

According to the report, First National Bank, which holds the
first mortgage on the Company's project, filed a motion in
December, asking Bankruptcy Court Judge Thad Collins to dismiss
Civic Partners' bankruptcy petition or convert it to a Chapter 7
case.  First National Bank said neither of Civic Partners' two
alternative plans for reorganization was likely to succeed,
calling the plans "magical thinking."  The bank claims that Civic
Partners filed for bankruptcy "merely to frustrate or delay First
National's enforcement rights" in its foreclosure case against the
developer.

The report relates that First National Bank filed for foreclosure
in December 2010, accusing Civic Partners of defaulting on a
$5.63 million loan for the theater and retail project and saying
that it had worked for more than a year to restructure its 2002
loan to the developer, which had failed to make payments on its
loan and its debt.  At the time of the foreclosure filing, Civic
Partners' debt, including interest, had reached more than
$6.1 million.

Civic Partners Sioux City, LLC, based in Huntington Beach,
California, filed for Chapter 11 bankruptcy (Bankr. N.D. Iowa Case
No. 11-00829) on April 14, 2011.  A. Frank Baron, Esq. --
afbaron@baronsar.com -- at Baron, Sar, Goodwin, Gill & Lohr,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Steven P. Semingson, managing member.


CLARA'S ON THE RIVER: Restaurant Operator Files for Bankruptcy
--------------------------------------------------------------
Restaurant operator Clara's on the River has filed for Chapter 11
bankruptcy.

John C. Sherwood at BattleCreekEnquirer.com reports that Ross
Simpson, the owner, has tried to refinance the restaurant's
mortgage for several years, citing financial problems stretching
back to 2001, when Clara's two-year effort to maintain a separate
delicatessen faltered.

The report relates Mr. Simpson said the death of a partner in 2003
and his assumption of all debts related to the business created a
further strain on its finances, as did the recent economic
recession.  Mr. Simpson noted that mortgage company, Business Loan
Express, charged a floating interest rate that he has considered
high.  He said the loan company has been enmeshed in a bankruptcy
action since 2008, and "the only way to bring them to the table"
to work out a refinancing plan was to join the bankruptcy action.
That happened Feb. 14, Mr. Simpson said.

Based in Battle Creek, Michigan, Clara's on the River, Inc. filed
for Chapter 11 protection on Feb. 14, 2012 (Bankr. W.D. Mich. Case
No. 12-01146).  Judge Scott W. Dales presides over the case.
Steven L. Rayman, Esq., at Rayman & Knight, represents the Debtor.
The Debtor disclosed assets of $975,460, and liabilities of
$1,805,694.


COLONIAL GOLF: Chapter 11 Bankruptcy Blocks Foreclosure Auction
---------------------------------------------------------------
Bob Ross at the Times-Picayune reports that Colonial Golf and
Country Club has filed for Chapter 11 protection.

According to the report, the majority shareholder of Colonial Golf
said the club plans to unveil a new and "substantial plan" for its
88-acre Harahan property.  Details of the plan were not revealed.

The report says the club closed Jan. 31, 2012, and the auction was
scheduled on Feb. 22, 2012, at the Jefferson Parish Sheriff's
Office headquarters in Harvey, Louisiana.

The report says the country club has previously been unable to
come up with a viable development plan for its property.  Concerns
from residents and City Council members about changing the city's
zoning to allow condominiums on the rear of the property, along
with other issues, have made it all but impossible to find an
alternative that would raise enough money to pay off real estate
developer Louis Lauricella.  More recently, a plan to develop the
front of the property as a retail center failed.

The report adds that Mr. Lauricella, through his company Colonial
Finance LLC, loaned more than $4.5 million to the club in 2007 to
pay off spiraling debt.  With interest and attorneys fees, he is
now owed about $7.2 million.  Mr. Lauricella initiated foreclosure
proceedings in May 2010.

"The bankruptcy option is far better than allowing the property to
be sold at a sheriff's sale. The club has joined with a local
businessman and his partner to present a substantial plan to the
court. We look forward to working expeditiously through the
bankruptcy process to achieve the best possible results," the
report quotes majority shareholder Tony Manzella as stating.

Colonial Golf and Country Club -- http://www.colonialgolfcc.com/
-- which operates a golf course in Harahan, Louisiana, filed for
Chapter 11 bankruptcy (Bankr. E.D. La. Case No. 12-10472) on
Feb. 21, 2012.  Judge Elizabeth W. Magner presides over the case.
The Debtor is represented by Tristan E. Manthey, Esq., at Heller,
Draper, Patrick & Horn, LLC.  The Debtor estimated $1 million to
$10 million in assets and debts.  The petition was signed by
Anthony R. Manzella, Jr., majority shareholder.


COMMANDER PREMIER: Bankruptcy Hearing Pushed Back to May 22
-----------------------------------------------------------
Southeast Missourian reports that officials of Cape Girardeau,
Missouri, have agreed to continue Commander Premier Aircraft
Corp.'s bankruptcy hearing until May 22, 2012.

According to the report, city manager Scott Meyer said last month
the city would not agree to another continuance -- this marks the
third -- unless the failed airplane manufacturer had made progress
toward finding investors.  Mr. Meyer said deals are being
discussed that reach into seven figures.

The report says the city, which is owed more than $800,000 from
unmade lease payments, is asking a judge in the U.S. Bankruptcy
Eastern District of Texas to convert the bankruptcy status from
Chapter 11 to Chapter 7.  That would allow the company's assets to
be sold so the city could recoup a portion or all of its losses.
Assets remain at the hangar Commander had occupied at the Cape
Girardeau Regional Airport until it was evicted in October.

The report relates Mr. Meyer said the city maintains it can get
more money through a sale of the company than it can trying to
sell off the assets, which he described basically as "scrap."

Based in Tyler, Texas, Commander Premier Aircraft Corporation
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case
No. 11-60548) on June 16, 2011.  Jason R. Searcy, Esq., at Searcy
& Searcy P.C., represents the Debtor.  The Debtor estimated assets
of less than $50,000, and debts between $1 million and
$10 million.


CYBERDEFENDER CORPORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: CyberDefender Corporation
          aka FKA Network Dynamics, Inc.
        617 West 7th Street, Suite 1000
        Los Angeles, CA 90017

Bankruptcy Case No.: 12-10633

Chapter 11 Petition Date: February 23, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: James E. O'Neill, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 North Market Street, 17th Floor
                  P.O. Box 8705
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: jo'neill@pszjlaw.com

Debtor's
Claims and
Noticing Agent:   XROADS CASE MANAGEMENT SERVICES

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

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 Kevin Harris, interim CEO and CFO.


DELAWARE COUNTY: Fitch Cuts Rating on $57.4-Mil. Bonds to 'BB'
--------------------------------------------------------------
Fitch Ratings downgrades to 'BB' from 'BBB' the rating on
approximately $57.4 million of outstanding charter school revenue
bonds issued by the Delaware County Industrial Development
Authority, PA (DCIDA) on behalf of Chester Community Charter
School (CCCS).

In addition, Fitch places the bonds on Rating Watch Negative.

Charter school revenue bonds are secured by pledged revenues of
the school and a mortgage on the property and facilities.

FAILED FUNDING MECHANISM: The downgrade to 'BB' reflects CCCS'
inability to consistently access per pupil funds allocated by the
state of Pennsylvania (the state, revenue bonds rated 'AA+' by
Fitch) via the Chester Upland School District (CUSD).  This
established funding mechanism, typical for charter schools in the
state, has failed as a result of CUSD's inability and
unwillingness to pass along the required funding given its severe
financial duress.

NEAR-TERM POTENTIAL FOR UNSATISFACTORY RESOLUTION: The placement
on Rating Watch Negative reflects continuing uncertainty
surrounding the allocation of per pupil funds for the remainder of
the 2011-12 academic year, as well as for recovery of delinquent
funds owed by the district to CCCS to date.

DEPRESSED FINANCIAL FLEXIBILITY: With nearly 82.9% of fiscal 2011
operating revenues comprised of per pupil funds, CCCS' ability to
operate and meet financial commitments is constrained by the
funding impasse.  Moreover, balance sheet resources used in the
interim to manage cash flow needs are now insufficient to continue
subsidizing operations.

MUTED CREDIT ATTRIBUTES: CUSD's depressed financial position has
created uncertainty regarding the level and means of CCCS' funding
which overwhelms the experienced management, historically balanced
financial performance, and robust demand that previously
underpinned the investment grade rating.

ADEQUACY OF CURRENT YEAR FUNDING: CCCS' inability to recoup fiscal
2012 per pupil funding from CUSD would critically impair its
ability to meet financial commitments and likely result in a
further rating downgrade.

RESTORED CONFIDENCE IN FUNDING MECHANISM: CCCS' ability to adapt
to potential changes in the state's method of distributing K-12
resources to prevent misallocation of funds by CUSD could
contribute to the rating's stabilization.

In recent years, CCCS has been forced to manage delinquent
payments of per pupil funding to which the school is entitled from
CUSD because of the flow of funds dictated by Pennsylvania charter
school law.  Under these laws, the state remits funding for
primary education to each school district, and each individual
district is then required to pass along appropriate funding to any
charter schools that it authorizes.  Cash flow problems at CUSD
originated shortly after the district was released from state
fiscal control in 2010, which caused delays in the payments that
CUSD owed to CCCS.

During fiscal 2011, the school was able to successfully appeal to
the Pennsylvania Department of Education (PDE) for the direct
allocation of its enrollment-driven per pupil funding, effectively
circumventing CUSD.  In the review completed in August 2011, Fitch
felt that the school's ability to access the funds it was lawfully
due via this alternative method did not materially increase the
risks attendant with the heavy reliance on this primary revenue
stream.  However, the PDE ceased providing this direct allocation
in fiscal 2012 in favor of the standard flow of funds.

Effectively, by directing funds to the district rather than to
CCCS as it had done previously, the funding mechanism allowed CUSD
to subordinate payments legally due to CCCS to its own operational
needs.  The erratic and unpredictable payments that CUSD did remit
to CCCS amounted to under-funding of over $3 million by the end of
December 2011.  At that time, CCCS initiated legal action against
the authorizing district for non-payment of funds legally owed.
Following the lawsuit, CUSD has failed to provide any additional
payments to CCCS.  As a result, the liability has increased to
nearly $10 million as of February 2012, increasing the likelihood
that CCCS may have to cease operations before the end of the
academic year.

A recent meeting between CCCS, CUSD and the PDE was convened in an
attempt to work out a resolution of the funding impasse.  No firm
decisions on the level of funding CCCS can expect to receive for
the remainder of the academic year were made.  CCCS expects that
payment will ultimately be received directly rather than provided
to CUSD for distribution, at least temporarily mitigating the
structural problems that allowed the school's funding to be
withheld.

Fitch will continue to monitor negotiations regarding the
allocation of funds for the remainder of the 2011-12 academic
year, which are expected to continue during the month of March.
The timely resolution of other key issues including how and when
the school can expect to receive currently delinquent funds for
fiscal 2012 as well as the intended mechanism for ensuring the
provision of these critical funds in future years could also
impact CCCS' risk profile and result in a ratings change in the
near term.


DESERT OASIS: Court Won't Reconsider Plan Approval Order
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada denied a
motion for reconsideration filed by Wells Fargo Bank, N.A., in the
Chapter 11 case of Desert Oasis Apartments LLC.

The Debtor asked that the Court deny Wells Fargo and its special
servicer's motion to reconsider the Dec. 30, 2011, order
confirming the Debtor's Amended Plan of Reorganization.

As stated in the reconsideration motion, the lender is unhappy
with the Court's decision to confirm the Debtor's Plan.  The
lender related that the confirmation of the Plan was based on
manifest errors of law and fact.  Chief among them are (i) the
failure to estimate the Gonzales Claim; (ii) the conclusion that
the Plan was proposed in good faith despite Debtor's clear intent
to primarily benefit insiders and reliance on flawed projections;
and (iii) the acceptance of speculative and nonbinding plans for
refinancing or paying off the Gonzales Claim, if and when it
became due, by insiders.

The Debtor related that the reconsideration motion is a rehash of
the lender's arguments in its written objections to confirmation
and oral objections at the confirmation hearing which were
rejected by the Court.  While made in more detail than the oral
argument at the hearing, there is no showing of either (a) a
manifest error of law; or (b) a manifest error of fact.

The Debtor also argued that:

   1. The Plan was properly confirmed without estimating the exact
   amount of the Gonzales Claim.

   2. The Plan was properly determined to have been proposed in
   good faith.

   3. The Plan was properly confirmed based upon evidence of
   feasilibility.

   4. The Plan was properly confirmed based on acceptance by non-
   insider unsecured creditors.

   5. Court properly accepted Debtor's projections.

   6. All confirmation requirements were met.

                  About Desert Oasis Apartments

Desert Oasis Apartments LLC owns a garden-style apartment complex
situated across the boulevard from the Mandalay Bay Resort.  The
apartment complex is valued at least $6,500,000.

Secured creditor Wells Fargo set a trustee's sale on the apartment
complex for May 11, 2011, but Desert Oasis sought bankruptcy
protection (Bankr. D. Nev. Case No. 11-17208) the day before the
sale.  Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law
Firm, serves as the Debtor's bankruptcy counsel.  The Company
disclosed $18,067,242 in assets and $20,291,316 in liabilities as
of the Chapter 11 filing.


DIPPIN' DOTS: Bank Wants Curt Jones Stripped of Control
-------------------------------------------------------
American Banker reports that Regions Bank, Dippin' Dots Inc.'s
biggest lender, said it wants the bankruptcy court to oust the
company's founder and president, Curt Jones after accusing him of
manipulating the Kentucky manufacturer's sale and putting its
future at risk.

According to the report, Regions Bank, which Dippin' Dots owes
nearly $12 million, argued that Mr. Jones is using his influence
to discourage purchase offers that would wipe the company's
finances clean but would strip Mr. Jones of his control over the
company.

According to the report, the bank said the 170-worker company is
running dangerously low on cash and it won't lend it any more
money until the court appoints an outside financial professional
to take over the sale process and broaden the company's search for
buyers.

The report notes that Dippin' Dots attorney Todd Farmer defended
Mr. Jones, saying that he is trying to find new investors that
would enable the company to reorganize its finances without a
sale.

The report, citing court documents, says bank officials said
they've uncovered a scheme that eroded their trust in Mr. Jones,
who owns nearly 90% of the company.  As the bank attorneys pressed
Mr. Jones to pay $249,048 on a separate legal judgment related to
a personal jet he once owned, Mr. Jones revealed that he sold his
majority stake in Dippin' Dots' franchising company.  Regions said
that the move not only defied a federal subpoena but showed "a
textbook example of how far Mr. Jones will go to protect his own
self-interest."

Regions agreed in November to provide Dippin' Dots with a $200,000
bankruptcy loan as long as company executives agreed to pursue a
sale.  According to the report, the bank said the company has
spent that money more quickly than expected to keep operations
going at the company's 120,000 square-foot Paducah, Kentucky
manufacturing plant.

According to the report, Dippin' Dots fell behind on the Regions
loan four years ago at the crest of the economic crisis when
customers were no longer willing to spend the few dollars it cost
for the frozen treat.

                     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.


DIPPIN' DOTS: Seeks $2MM DIP Loan From Fischer Ventures
-------------------------------------------------------
Katy Stech, writing for Dow Jones Newswires, reports that Dippin'
Dots Inc. is seeking a second bankruptcy loan for $2 million to
fund its manufacturing operations while it looks for investors to
pump money into the struggling company.

According to the report, Dippin' Dots said the new loan would come
from Fischer Ventures LLC, an entity that is led by energy
executive Mark Fischer, who is president of oil-and-gas
exploration company Chaparral Energy in Oklahoma.  The loan would
come due on Oct. 1.

According to Dow Jones, the lender behind Dippin' Dots' first
loan, Regions Bank, declined to extend more money after the
company recently maxed out its $200,000 bankruptcy loan.  Bank
executives have asked a judge to throw out Dippin' Dots president
and founder, Curt Jones, whom they have accused of overlooking
generous purchase offers from outside buyers and instead limiting
the company's search to proposals that would leave him in charge.
Mr. Jones controls the company with a stake of more than 80%.

Regions Bank is owed nearly $12 million and ranks as the company's
biggest lender.  Regions Bank has sought the appointment of a
Chapter 11 trustee in charge of the sale effort.  The Court is
scheduled to hear arguments on that dispute Wednesday.

The report says the request hints that Mr. Fischer is moving to
take control of Dippin' Dots.  According to Dow Jones, Fischer
Ventures bought a controlling ownership stake in Dippin' Dots'
separately owned franchising company last week, a transaction that
Regions Bank is disputing as unfair.  The sale makes it tougher
for the bank to collect a roughly $249,000 legal judgment from Mr.
Jones over a private plane he once owned.

Dow Jones says calls to Mr. Fischer's office weren't immediately
returned Tuesday.

                     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.


DS WATERS: Moody's Cuts Rating on First Lien Term Loans to 'B2'
---------------------------------------------------------------
Moody's Investors Service has lowered the ratings on the proposed
$365 million first lien term loans of DS Waters of America, Inc
(New) (DSWA) to B2 from B1 following the company's announcement of
a revision to its proposed refinancing that would increase its
first lien term loans by $25 million and lower second lien
borrowings by a corresponding amount. All other ratings are
affirmed, including the B2 Corporate Family Rating. The rating
outlook is stable. All ratings have been assigned subject to
review of final documentation upon completion of the proposed
refinancing.

These ratings have been downgraded:

$305 million first lien term loan due 2017 (increased from $285
million) to B2 (LGD3, 45%) from B1 (LGD3, 42%); and

$60 million first lien delayed draw term loan due 2017 (increased
from $55 million) to B2 (LGD3, 45%) from B1 (LGD3, 42%).

These ratings have been affirmed:

Corporate Family Rating at B2;

Probability of Default Rating at B2;

$85 million second lien term loan due 2018 (reduced from $105
million) at Caa1 (LGD5, 89% from 87%); and

$15 million second lien delayed draw term loan due 2018 (reduced
from $20 million) at Caa1 (LGD5, 89% from 87%).

RATINGS RATIONALE

The lowering of the proposed rating on the first lien term loan to
B2 reflects its increased size relative to the second lien debt
and overall capital structure when compared to the previously
proposed terms of the refinancing. The revised terms do not impact
total debt levels. The proposed first lien term loan continues to
benefit from a first priority lien on all property and assets
(excluding current assets and certain real estate) and a second
priority lien on all current assets and certain real estate. The
second lien loans will have a secured interest in all of DSWA's
assets behind the liens securing the first lien loans and the
company's unrated $70 million asset-based credit facility due
2017.

The B2 rating reflects DSWA's moderately leveraged capital
structure and extended maturity profile, weak interest coverage,
and the expectation for modest free cash flow generation following
the proposed recapitalization. Further, the rating reflects DSWA's
minimal sales growth and declining EBITDA over the last few years,
exposure to volatile diesel fuel and resin costs, integration risk
from the proposed and executed acquisitions, and narrow product
focus. The rating also incorporates DSWA's leading market position
in the fragmented HOD market, its portfolio of recognizable
regional brands, and high barriers to new competition Further, the
ratings reflect Moody's expectation that proceeds from the delayed
draw term loan will be used to finance the acquisition of a
provider of brewed beverages and related products to offices,
restaurants and foodservice organizations ("HOD AcqusitionCo").

Ratings pressure could arise if revenues decline or margins
continue to erode such that interest coverage ((EBITDA-
CAPEX)/Interest) falls below 1.25x (excluding Moody's adjustment
for preferred stock). Further, the ratings could be downgraded if
the company executes any large acquisitions prior to the
integration of the HOD AcqusitionCo acquisition. Further, The
ratings also incorporate Moody's expectation that the term loans
will meaningfully restrict dividends from DSWA to its parent
entities. Therefore, any dividends prior to a material improvement
in the company's financial performance will likely negatively
impact the ratings.

Over the medium term, the ratings could be upgraded if the company
records steady revenue and organic EBITDA growth over a period of
1 to 2 years and Moody's comes to expect that the company's
financial policies will be consistent with interest coverage above
2.0x.

The principal methodology used in rating DSWA was the Global Soft
Beverage 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.

DSWA, headquartered in Atlanta, Georgia, is a provider of bottled
water and related services delivered directly to residential and
commercial customers in the U.S. (operates in 43 states). Its core
business is the bottling and direct delivery of drinking water in
3 and 5 gallon bottles to homes and offices and the rental of
water dispensers. The company also sells water in smaller bottles,
cups, coffee, flavored beverages and powdered sticks, and sells
water filtration devices. Proforma for the restructuring, DSWA
will be owned by Kelso & Co (33%), Group Lenders (55%), consisting
primarily of Glenview Capital Management, GoldenTree Asset
Management and Solar Capital, and management (12%). Revenues for
2011 were roughly $765 million.


DORAL FINANCIAL: Fitch Affirms 'CCC' Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Doral Financial Corporation (DRL) and its main
subsidiary, Doral Bank (DB), at 'CCC' and assigned a Positive
Outlook.

DRL's ratings reflect the company's ongoing challenges such as
longer-term strategic plans, geographic and product concentration
with a limited franchise, and high levels of non-performers. Given
DRL's concentration in Puerto Rico and the pressures on the local
economy, Fitch believes prospects for earnings growth is difficult
in the near term.

The Positive Outlook reflects the view that DRL will continue to
effectively manage through a difficult operating environment.
Fitch also notes that performance year-over-year has improved
albeit financial metrics are still weak.  For the 4Q11, DRL
profitability measures improved evidenced by an ROA of 0.58% and
PPNR/Avg Assets of 0.66% compared to negative figures the previous
year.  The company's earnings benefited from good net interest
margin (NIM) expansion.  For 4Q11, NIM was up by 82bps to 2.67%
compared to 1.89% in the same period a year ago.  The expansion is
due to improved funding costs and the origination of higher-
yielding commercial and industrial (C&I) loans.

Although Fitch has noted some positives, DRL is operating with a
significant level of nonperforming assets (NPAs) at 31.5% for
3Q11, which Fitch calculates including trouble debt restructuring
(TDRs).  Excluding performing TDRs, NPA ratio is about 12.6%,
which still remains high among Fitch's rated universe.  Non-
performers are split about 51% and 49% between residential
mortgages and CRE and construction loans.  On a positive note, the
level of inflows into non-accrual has slowed compared to the
previous year.

Net charge-offs (NCOs) have remained manageable up to this point,
but well-above normalized levels.  The loss severity in the
mortgage book is considered relatively low given the
characteristics such as low LTVs, DRL's high reinstatement rate of
70%, and 75% of loan book had vintages prior to 2006 with avg.
loan size $105k of traditional products and retail originations.
However, with unemployment at 16% and weak economic conditions in
the local market, Fitch believes NCOs will remain elevated for an
extended time.

Fitch's ratings also incorporate the analysis of DRL's commercial
real estate (CRE) exposures under various stress scenarios.
Although CRE and construction exposures are down from peaks in
2007/2008, they still remain substantial totaling $1bn for 2011
and accounted for almost half of non-performing loans.  Fitch
believes additional write-downs are a possibility as the real
estate sector in Puerto Rico continues to face pressures with high
levels of unsold inventories.

Fitch expects credit and capital pressures to persist throughout
2012 that may result in the company needing additional capital as
it works through its problematic loans tied to CRE and
construction in Puerto Rico.  DRL has managed to maintain
regulatory capital ratios at well-capitalized and TCE was 6.12% at
Dec. 30, 2011.  Balance sheet shrinkage continues to support
capital ratios.  However, DRL's Texas ratio defined as
NPAs/(Tangible Common Equity + Reserves) is on the high end of
most Fitch-rated institutions at above 200% as of Sept. 30, 2011.

Positive rating action could occur if DRL has the ability to
sustain adequate levels of PPNR, improves loan diversification and
credit trends stabilize.  However, should NCOs increase
substantially impacting DRL's capital position, Fitch would
revisit the ratings with the potential of a further downgrade.

More recently, DRL has ramped up its C&I loan originations through
its U.S. branches with outstandings up 100% year-over-year
totaling $1bn.   the diversification is a positive, Fitch is
concerned with the rapid rate of growth in a short-time frame.
Additionally, banks industry-wide are targeting C&I, which could
also lead to adverse selection.  DRL's C&I growth has been aided
by syndicated loan participations accounting for 63% of total
loans originated in 2011.  Should credit trends show signs of
deterioration, Fitch would review ratings for a possible
downgrade.

Fitch notes that DRL's senior debt rating at 'CCC/RR6' is an
exception to Fitch's criteria (please see 'Recovery Ratings for
Financial Institutions, Aug. 16, 2011' with regards to the
notching from the Long-Term IDR.

Fitch has affirmed the ratings and assigned a Positive Outlook as
follows:

Doral Financial Corporation

  -- Long-term Issuer Default Rating (IDR) at 'CCC';
  -- Viability rating at 'ccc';
  -- Senior debt at 'CCC/RR6';
  -- Preferred stock at 'C/RR6';
  -- Short-term Issuer Default Rating (IDR) at 'C';
  -- Support '5';
  -- Support Floor 'NF';

Doral Bank

  -- Long-term IDR at 'CCC';
  -- Viability rating at 'ccc';
  -- Long-term deposits at 'CCC/RR4';
  -- Short-term IDR at 'C';
  -- Short-term deposit at 'C'.
  -- Support at '5';
  -- Support Floor at 'NF';

Fitch has withdrawn the following:

Doral Financial Corporation

  -- Short-term debt rating at 'C'


DOUGLAS INDUSTRIES: Owes $39,524 in Back Taxes to Tiverton
----------------------------------------------------------
Tom Killin Dalglish at EastbayRI.com reports that Douglass
Industries Inc., which filed for bankruptcy earlier this month, is
identified in records of Tiverton, Rhode Island's tax collector as
owing a total of $39,524 in back taxes on three out of six lots
near Tiverton's Industrial Park that constitute part of an
approximately 670-acre site on which local developer Gerald V.
Felise proposes to build a $150 million "major energy facility
generation system."

No list of creditors was filed with the Company's petition.
The list of creditors was required by the court to be filed by
Feb. 21.  Otherwise the case would be dismissed on Feb. 27, the
report notes.

Scott J. Douglass and Jeffrey A. Douglass are the president and
vice-president, respectively, of Douglass Industries.

Douglass Industries Inc. filed for Chapter 11 protection (Bankr.
D. R.I. Case No. 12-_____) on Feb. 13, 2012, in Providence, Rhode
Island.  Affiliates Quality Concrete Corp. (Bankr. D. R.I. Case
No. 12-10421) and Construction Materials Corp. (Bankr. D. R.I.
Case No. 12-_____) also filed separate Chapter 11 petitions.
Judge Arthur N. Votolato presides over the case.  Brian Mereness,
Esq., serves as the Debtors' counsel.  Quality Concrete estimated
$1 million to $10 million in assets and debts in its petition.
The petitions were signed by Scott Douglas, president.


E & I CONSTRUCTION: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: E & I Construction, Inc.
        701 N. Texas Blvd.
        Alice, TX 78332

Bankruptcy Case No.: 12-20091

Chapter 11 Petition Date: February 23, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Deborah J. Greer, Esq.
                  711 N Carancahua, Ste 424
                  Corpus Christi, TX 78401
                  Tel: (361) 883-4444
                  Fax: (361) 883-4448
                  E-mail: djgreer@greerlaw.net

Scheduled Assets: $3,360,908

Scheduled Liabilities: $3,513,260

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb12-20091.pdf

The petition was signed by Israel Ike Ornelas, president.


EAGLE POINT: Taps Sussman Shank as Bankruptcy Attorneys
-------------------------------------------------------
Eagle Point Developments LLC seeks Bankruptcy Court authority to
employ Sussman Shank LLP as bankruptcy attorneys. Susan S. Ford,
Esq., and Timothy A. Solomon, Esq. -- tsolomon@sussmanshank.com --
will lead the engagement.

Sussman Shank disclosed that it received $40,845 on Feb. 1 from
the Debtor for services prior to the bankruptcy filing.

Sussman Shank also received payments from Arthur Critchell Galpin,
who owns 100% of the membership interests in the Debtor, and
another affiliate for representation in matters which affect
multiple affiliates, including the Debtor.  Specifically, the firm
represented Mr. Galpin generally with respect to his business
interests and is currently representing him in connection with his
Chapter 11 case (Bankr. D. Ore. Case No. 12-60362) filed Feb. 2,
2012.  The firm also represented affiliate, Jackson Creek Center,
LLC, in its bankruptcy case (Bankr. D. Ore. Case No. 11-65431),
which was filed Nov. 3, 2011, and dismissed Jan. 30, 2012.

Sussman Shank said Jackson Creek and Mr. Galpin owed the firm
$69,388.96 and $15,961.87, respectively, as of Eagle Point's
bankruptcy.  Within 18 months prior to Eagle Point's filing,
Jackson Creek and Mr. Galpin paid the firm $9,674.25 and
$255,272.26 respectively.

Eagle Point, in Medford, Oregon, developed the Eagle Point Golf
Course, which was built in 1996.  Eagle Point filed for Chapter 11
bankruptcy (Bankr. D. Ore. Case No. 12-60353) on Feb. 1, 2012.
Judge Thomas M. Renn oversees the case, taking over from Judge
Frank R. Alley III.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Arthur Critchell Galpin,
managing member.

Eagle Point is seeking joint administration of its case with Mr.
Galpin's personal bankruptcy case.


EASTMAN KODAK: Debtor and Execs. Face Suits Over Retirement Plans
-----------------------------------------------------------------
Eastman Kodak Company and its officers and directors are facing
multiple lawsuits filed in federal courts over alleged breach of
fiduciary duty of employee retirement plans.

One of the lawsuits was filed by Mark Gedek, a current Kodak
employee and a participant in the Kodak Employees Savings and
Investment Plan and the Kodak Employee Stock Ownership Plan, said
Board members and directors of continued to sell shares to
employees and invest in them ahead of the bankruptcy, Mark Spencer
of SmallCap Network reported.

The report said Kodak asserted that it will defend itself against
the lawsuit filed by Mr. Gedek.  Christopher Veronda, a spokesman
for the company, said Kodak believes the suit is without merit and
the company will vigorously defend against it, the report added.

In court filings, Mr. Gedek alleged that the directors and
officials at EKDKQ did not disclose to participants in the stock
plan the complete information about the company's financial
position.  Mr. Gedek said EKDKQ should have known it was suffering
a liquidity crunch, the report said.  Despite these, directors
kept investments in the company's equity.

The defendants named in the lawsuit include Kodak Chief Executive
Officer Antonio Perez, members of EKDKQ Board of Directors, the
chairpeople for the savings and investment plan and the plan
administrator.

In another lawsuit, Andrew J. Maurer sued Kodak in U.S. District
Court for the Western District of New York raising similar
allegations as the Gedek lawsuit.

Other identical lawsuit filed against the CEO and the Kodak board
members were filed Jan. 27, Jan. 31, Feb. 6 and Feb. 9 by current
and former Kodak employees.  The plaintiffs in the cases argue
that the Company should be held liable for continuing to offer
company stock as an investment option even as it was going through
deep business struggles, thus making its shares a bad investment.

One of these lawsuits was filed by Timothy Hutchinson alleging
that the CEO, Kodak Chief Operating Officer Philip Faraci and
Kodak Chief Financial Officer Antoinette McCorvey hid the
company's shaky financial situation from shareholders in the
months before it filed for bankruptcy protection, according to the
report.

The lawsuits also contend that Kodak misled investors, including
participants in the 401(k) plans, by publicly painting a too-
positive picture of the company's progress even as it was
approaching bankruptcy, according to a report.

The report related that there is a motion pending in federal court
to consolidate all the various suits, each of which seeks class-
action status, into one.

                       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: To Focus Operations in Asia-Pacific After Ch. 11
---------------------------------------------------------------
Lois Lebegue, Eastman Kodak Company's managing director of the
Asia-Pacific region, said the parent's Chapter 11 filing in the
United States will have minimal impact in the region, noting that
the company is banking on its Asia-Pacific business to help secure
a long-term future.

Talking to ProPrint, Mr. Lebegue said despite the bleak headlines
out of the US and western Europe, "Asia-Pacific is very strong,
very healthy and growing."

"When we recover and come out of Chapter 11, the centre of gravity
will move more in to Asia-Pacific," ProPrint reported, citing Mr.
Lebegue, who noted that more and more of Kodak's manufacturing and
R&D capacity is being moved to Asia-Pacific.

This statement was echoed by Andy Cooper, Kodak's vice-president
for consumer business in Asia-Pacific, who told Bangkok Post that
the company would continue to do business in the region because of
its strong network and production base.

According to Kodak Australia and New Zealand managing director
Adrian Fleming, the ANZ market accounts for 15% of Kodak's $1
billion sales in Asia-Pacific.

                       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: Puts Special Effects Unit Cinesite for Sale
----------------------------------------------------------
The Daily Bankruptcy Review reported on Feb. 17 that Cinesite, a
U.K.-based special-effects company owned by Eastman Kodak
Co., has been put up for sale, according to sources close to the
situation.

                       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: Briscoe and Powers Probe Claims vs. Executives
-------------------------------------------------------------
Former United States Securities and United States Securities and
Exchange Commission attorney Willie Briscoe, founder of The
Briscoe Law Firm, PLLC, and the securities litigation firm of
Powers Taylor, LLP, announce that the firms are investigating
legal claims against the officers and Board of Directors of
Eastman Kodak Company related to potential securities violations
between January 26, 2011 and September 23, 2011.

If you are an affected investor and you want to learn more about
the lawsuit or join the action, contact Patrick Powers at Powers
Taylor, LLP, toll free (877) 728-9607 via e-mail at
patrick@powerstaylor.com or Willie Briscoe at The Briscoe Law
Firm, PLLC, (214) 706-9314, or via e-mail at
WBriscoe@TheBriscoeLawFirm.com.  There is no cost or fee to you.

"Recent revelations regarding the company's alleged
misrepresentations about the strength of its failing business
model have prompted the firms to investigate possible breaches of
fiduciary duties and other violations of state law by Eastman
Kodak's officers and directors.  Based on our investigation, we
are prepared to pursue litigation to preserve the company and the
value of Eastman Kodak stock for all shareholders, including
seeking removal of certain officers and directors and monetary
payments," said shareholder rights attorney Willie Briscoe.

In a recently filed federal class action complaint, Eastman Kodak
and certain of its officers and directors were charged with
violating the Securities Exchange Act of 1934.  Specifically, the
complaint alleges that during the Class Period, defendants
misrepresented or failed to disclose the following adverse facts:
(a) Eastman Kodak's business model was not working -- the company
was unable to leverage its extensive portfolio and scale of
products and services in a strategically beneficial manner; (b)
Eastman Kodak's cash position was much more precarious than
defendants' statements suggested; and (c) based on the foregoing,
defendants lacked a reasonable basis for their positive statements
about Eastman Kodak's turnaround, revenue growth rates, earnings
per share, and the company's ability to deliver on its long-term
growth model.

The Briscoe Law Firm, PLLC is a full service business litigation,
commercial transaction, and public advocacy firm with more than
20 years of experience in complex litigation and transactional
matters.

Powers Taylor, LLP is a boutique litigation law firm that handles
a variety of complex business litigation matters, including claims
of investor and stockholder fraud, shareholder oppression,
shareholder derivative suits, and security class actions.

                       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).


EMPRESAS INTEREX: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Empresas Interex Inc. filed with the U.S. Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,992,000
  B. Personal Property              $420,500
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,749,407
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $14,504
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,571,649
                                 -----------      -----------
        TOTAL                    $11,412,500       $9,335,561

San Juan, Puerto Rico-based Empresas Interex Inc. filed for
Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-10475) on Dec.
7, 2011.  Bankruptcy Judge Mildred Caban Flores presides over the
case.


ENER1 INC: Section 341(a) Meeting Scheduled for March 2
-------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
of Ener1, Inc., on March 2, 2012, at 02:00 p.m.  The meeting will
be held at the Office of the United States Trustee, 80 Broad
Street, Fourth Floor, New York, NY 10004?1408.

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

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

                            About Ener1

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

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

Under its restructuring, the Debtor will reduce funded debt from
$91 million to $46 million, under a plan where debt holders will
receive newly issued debt and equity.  The plan provides for a
restructuring of the Company's long-term debt and the infusion of
up to $81 million of equity funding.   Of the $81 million, $50
million will be provided periodically by Bzinfin S.A. over a
period of 24 months following the effective date of the plan.
Bzinfin and other parties will invest their pro rata share of up
to $31 million through the purchase of preferred stock from time
to time through 2013 to 2015.

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

A confirmation hearing on Ener1's prepackaged plan was scheduled
for Feb. 27.

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

Bzinfin, S.A., is represented in the case by Andrew E. Balog,
Esq., and John H. Bae, Esq., at Greenberg Traurig, LLP.  Counsel
to Goldman Sachs Palmetto State Credit Fund, L.P., and Liberty
Harbor Special Investments, LLC, are Gary Holtzer, Esq., and Ronit
Berkovich, Esq., at Weil, Gotshal & Manges LLP.


ENER1 INC: Can Hire Garden City Group as Notice Agent
-----------------------------------------------------
The Bankruptcy Court authorized Ener1, Inc., to employ GCG Inc. as
its notice agent.  GCG, aka Garden City Group, will be responsible
for providing notice to interested parties of bankruptcy matters.
The Debtor is authorized to compensate GCG in accordance with the
terms and conditions of the Services Agreement, upon GCG's
submission to the Debtor of invoices summarizing in reasonable
detail the services and expenses for which compensation is sought.

                            About Ener1

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

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

Under its restructuring, the Debtor will reduce funded debt from
$91 million to $46 million, under a plan where debt holders will
receive newly issued debt and equity.  The plan provides for a
restructuring of the Company's long-term debt and the infusion of
up to $81 million of equity funding.   Of the $81 million, $50
million will be provided periodically by Bzinfin S.A. over a
period of 24 months following the effective date of the plan.
Bzinfin and other parties will invest their pro rata share of up
to $31 million through the purchase of preferred stock from time
to time through 2013 to 2015.

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

A confirmation hearing on Ener1's prepackaged plan was scheduled
for Feb. 27.

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

Bzinfin, S.A., is represented in the case by Andrew E. Balog,
Esq., and John H. Bae, Esq., at Greenberg Traurig, LLP.  Counsel
to Goldman Sachs Palmetto State Credit Fund, L.P., and Liberty
Harbor Special Investments, LLC, are Gary Holtzer, Esq., and Ronit
Berkovich, Esq., at Weil, Gotshal & Manges LLP.


ENER1 INC: Files Schedules of Assets and Liabilities
----------------------------------------------------
Ener1, Inc., filed with the Bankruptcy Court its schedules of
assets and liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
     ----------------           -----------      -----------
  A. Real Property                       $0
  B. Personal Property          $75,324,371
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $6,500,001
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $5
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $90,189,652
                                -----------      -----------
        TOTAL                   $75,324,371      $96,689,658

A copy of the Schedules is available for free at:

              http://bankrupt.com/misc/ENER1_sal.pdf

                            About Ener1

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

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

Under its restructuring, the Debtor will reduce funded debt from
$91 million to $46 million, under a plan where debt holders will
receive newly issued debt and equity.  The plan provides for a
restructuring of the Company's long-term debt and the infusion of
up to $81 million of equity funding.   Of the $81 million, $50
million will be provided periodically by Bzinfin S.A. over a
period of 24 months following the effective date of the plan.
Bzinfin and other parties will invest their pro rata share of up
to $31 million through the purchase of preferred stock from time
to time through 2013 to 2015.

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

A confirmation hearing on Ener1's prepackaged plan was scheduled
for Feb. 27.

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

Bzinfin, S.A., is represented in the case by Andrew E. Balog,
Esq., and John H. Bae, Esq., at Greenberg Traurig, LLP.  Counsel
to Goldman Sachs Palmetto State Credit Fund, L.P., and Liberty
Harbor Special Investments, LLC, are Gary Holtzer, Esq., and Ronit
Berkovich, Esq., at Weil, Gotshal & Manges LLP.


EVERGREEN SOLAR: Two Directors Resign from Board
------------------------------------------------
In connection with Evergreen Solar, Inc.'s continuing bankruptcy
proceedings and reduced needs for non-management directors, on
Feb. 8, 2012, Tom L. Cadwell and Allan H. Cohen resigned from the
board of directors of the Company.  On Feb. 22, 2012, Christian M.
Ehrbar, President and Chief Executive Officer of the Company, was
elected by the Board of Directors as a director of the Company.

                      About Evergreen Solar

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

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

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

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

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

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

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

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


FAIRPOINT COMMUNICATIONS: S&P Affirms 'B'; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
FairPoint Communications Inc. to negative from stable and affirmed
all its ratings on the company and its subsidiary FairPoint
Logistics Inc., including its 'B' corporate credit rating, the
'BB-' issue-level rating on the revolving credit facility, and the
'B' issue-level rating on the second-lien term loan.

"FairPoint Communications Inc. has continued to experience very
low reported EBITDA margins, adjusted for stock compensation,
relative to its peers of below 20%," said Standard & Poor's
credit analyst Catherine Cosentino, "and high capital
expenditures, which contribute to negative free operating cash
flow. We had previously assumed margin improvement occurring more
rapidly due to cost-cutting actions, and some revenue enhancement
from the commercial and wholesale businesses."

"Although the ratings assume margin improvement will occur in
2012," added Ms. Cosentino, "we revised the outlook to negative
from stable to reflect our view that if the company can't achieve
a minimum 22% EBITDA margin, adjusted for stock compensation, on a
sustained basis by mid-2012, with some limited improvement beyond
2012, we will likely lower the ratings. We believe such efforts
could be hampered by heightened competitive pressures."

"The rating outlook is negative. If the company can't achieve a
minimum 22% EBITDA margin, adjusted for stock compensation, with
potential for further margin improvement in 2013, we would likely
lower the ratings. However, our assessment is that such
improvement will still not enable the company to generate positive
FOCF, given our expectation for high capital expenditures to
complete the upgrade of its New England plant to higher speed
broadband capability, in line with regulatory commitments," S&P
said.

"We expect adjusted leverage to improve only modestly to no better
than around the mid-5x area for 2012 from around 6x for year-end
2011. However, competitors' efforts to gain broadband residential
and business customers in FairPoint's markets could lead to
additional pricing pressures, which could hinder margin
improvement or lead to an actual degradation in margins from
current levels. Such adverse trends, which would likely be
accompanied by revenue declines of more than the mid-single-digit
area, would reduce EBITDA headroom under financial maintenance
covenants, and would likely lead to a downgrade," S&P said.


FIRST DATA: Fitch Says Term Loan Extension Won't Affect Ratings
---------------------------------------------------------------
First Data Corp.'s (FDC) announcement that it is seeking to extend
all or a portion of its remaining $6.6 billion term loans due
September 2014 to March 2017 does not affect its ratings,
according to Fitch Ratings.

Term loan holders that agree to an extension may elect to have up
to $1 billion in total loan obligations redeemed which FDC will
affect using the proceeds from an anticipated secured note
offering.  The net result of a successful extension is not
expected to materially change total indebtedness or total secured
indebtedness.  Fitch currently rates FDC 'B' with a Negative
Outlook.

Fitch believes that a successful extension of a significant
portion of the 2014 term loans at a reasonable cost would be a
positive for the credit in that it reduces a large refinancing
hurdle.  Beyond the 2014 loans, the company also has approximately
$1.5 billion in unsecured notes due in 2015 and $2.5 billion in
subordinated notes due 2016, effectively giving the company a
meaningful runway to address its capital structure.

The Negative Outlook reflects the company's high leverage (9.7
times (x) as of Dec. 31, 2011), limited cash flow generation and
the risk of a meaningful economic slowdown in the U.S. and Europe.
A key consideration in the Rating Outlook is the effects an
economic downturn over the next 24 months could have on FDC's
ability to refinance its 2014 obligations.  While this extension
offer could mitigate that concern, the free cash flow generating
capability of the company would remain a primary issue.

For the full year 2011, Fitch estimates that FDC generated free
cash flow of approximately $120 million, the majority of which is
related to greater working capital efficiency.  This compares to
reported cash flow figures of $1.1 billion in cash from operations
less $405 million for capital expenditures, or $711 million in
free cash flow.   The difference in figures reflects minority
interest distributions of $327 million during the year which is
reported under cash from financing as well as approximately $263
million in cash interest expense which was paid in early January
2012 but, while accrued during 2011, was effectively excluded from
the 2011 cash flow results. This is specific to the timing of
interest payments on $6 billion in notes which were issued as part
of a refinancing in December 2010.  This specific issue will only
impact 2011 cash flow, but similar effects could occur based on
future refinancings.

FDC's fourth quarter 2011 results were solid and showed potential
for the company to generate growth which could drive greater cash
flow generation going forward, if the macro environment remains
favorable.  Specifically, Retail and Alliance Services (RAS)
revenue grew 6% (or roughly 4% when backing out the processing
revenue stream from Bank of America Merchant Services (BAMS) which
is netted out of consolidated results) with EBITDA margins
increasing to 44.9%.  RAS margin in the quarter was positively
impacted by new regulations which reduced debit interchange rates,
something not likely to continue far into 2012.  However, Fitch
believes that RAS' margin would still have been up even without
the effects of the new regulations.

International revenue was flat, disappointing relative to recent
quarters but likely reflecting the difficult economic environment
in Europe.  International EBITDA margin was 29.8% which was very
strong.  While Fitch does not expect that margin level to hold in
the first few quarters of 2012, it shows the potential of that
segment if business conditions continue to improve.  Fitch
continues to believe that international growth and margin
expansion is critical to enabling FDC to outgrow its capital
structure in the long run.

However, the improved margin profile in the quarter and its
importance to growth in free cash flow going forward also
highlights the macro risk which is a large part of the negative
Rating Outlook.  FDC's revenue growth is driven largely by growth
in consumer spending, basically a function of employment and
inflation.  If the European economy continues to decline and
ultimately drags the U.S. economy down, FDC will be impacted.
Given the fixed cost nature of the business, recent margin gains
will not hold under that scenario.

Fitch's main concern in regard to the ratings is the possibility
of a prolonged economic slowdown or recession, which would inhibit
the company's ability to generate positive cash flow.  FDC could
find itself up against a refinancing wall in a rather weak
position. Fitch believes that extending a large portion of the
2014 maturity could partially mitigate the risk of such a
scenario.  However, higher interest expense associated with the
refinancing could also pressure cash flow.

Total liquidity as of Dec. 31, 2011 was solid and consisted of
$486 million in cash and $1.4 billion available under a $1.5
billion senior secured revolving credit facility, roughly $500
million of which expires in September 2013 with the remaining
expiring September 2016.  Approximately $75 million of cash is
held by BAMS and IPS (a discontinued business segment) and is not
available for general corporate purposes.

Total debt as of Dec. 31, 2011 was $22.7 billion, which includes
approximately $12.5 billion in secured debt, $3.5 billion in
junior secured debt, $4.6 billion in unsecured debt and $2.5
billion in subordinated debt (all figures approximate).

In addition, a subsidiary of New Omaha Holdings L.P. (the parent
company of First Data Corp.) has outstanding $1.6 billion senior
unsecured PIK notes due 2016. These notes are not obligations of
FDC, and FDC provides no credit support of these notes.

Fitch continues to rate FDC as follows:

  -- Long-term IDR 'B';
  -- $499 million senior secured revolving credit facility
     expiring September 2013 'BB-/RR2';
  -- $1.0 billion senior secured revolving credit facility
     expiring September 2016 'BB-/RR2';
  -- $6.6 billion senior secured term loan B due 2014 'BB-/RR2';
  -- $4.7 billion senior secured term loan B due 2016 'BB-/RR2';
  -- $750 million 7.375% senior secured notes due 2019 'BB-/RR2';
  -- $510 million 8.875% senior secured notes due 2020 'BB-/RR2';
  -- $2 billion 8.25% junior secured notes due 2021 'CCC/RR6';
  -- $1 billion 8.75%/10.0% PIK Toggle junior secured notes due
     2022 'CCC/RR6';
  -- $3 billion 12.625% senior unsecured notes due 2021 'CCC/RR6'.
  -- $784 million 9.875% senior unsecured notes due 2015
     'CCC/RR6';
  -- $748 million 10.55% senior unsecured notes due 2015
     'CCC/RR6'; --$2.5 billion 11.25% senior subordinated notes
     due 2016 'CC/RR6'.

The Rating Outlook is Negative.

The Recovery Ratings (RRs) for FDC reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of FDC, and hence recovery
rates for its creditors, will be maximized in a restructuring
scenario (as a going concern) rather than a liquidation scenario.
In deriving a distressed enterprise value, Fitch uses a distressed
EBITDA figure of approximately $1.9 billion which is equivalent to
Fitch's estimate of FDC's total interest expense and maintenance
capital spending.  Fitch then applies a 6x distressed EBITDA
multiple, which considers FDC's prior public trading multiple and
that a stress event would likely lead to multiple contraction.  As
is standard with Fitch's recovery analysis, the revolver is fully
drawn and cash balances fully depleted to reflect a stress event.
The 'RR2' for FDC's secured bank facility and senior secured notes
reflects Fitch's belief that 71%-90% recovery is realistic.  The
'RR6' for FDC's second lien, senior and subordinated notes reflect
Fitch's belief that 0%-10% recovery is realistic.  The 'CC/RR6'
rating for the subordinated notes reflects the minimal recovery
prospects and inherent subordination in a recovery scenario.


FRIGORIFICO MARIN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Frigorifico Marin, Inc.
        P.O. Box 1237
        Bayamon, PR 00960

Bankruptcy Case No.: 12-01279

Chapter 11 Petition Date: February 23, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Antonio I. Hernandez Santiago, Esq.
                  HERNANDEZ LAW OFFICES
                  P.O. Box 8509
                  San Juan, PR 00910-0509
                  Tel: (787) 250-0575
                  E-mail: ahernandezlaw@yahoo.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb12-01279.pdf

The petition was signed by Gerardo Marin Vazquez, president.


FULLER BRUSH: Has Approval for Interim Loan of $1.5 Million
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that Fuller Brush Co. filed for bankruptcy reorganization on
Feb. 21 and three days later received interim approval for a
$1.5 million secured loan provided by affiliate of Victory Park
Capital Advisors LLC, the secured lender owed $22.7 million.
The final hearing for approval of the entire $5 million financing
package will be held March 23.

                  About The Fuller Brush Company

Founded in 1906, The Fuller Brush Company --
http://www.fuller.com/-- sells branded and private label products
for personal care, commercial and household cleaning and has a
current catalog of 2,000 cleaning products.  Some of Fuller's
retail partners include Home Trends, Bi-Mart, Byerly's, Lunds,
Home Depot, Do-It-Best, Primetime Solutions, Vermont Country Store
and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.

Fuller said it will be business as usual while undergoing Chapter
11 restructuring.  But it said that while in reorganization, it
intends to trim about half of the current catalog of cleaning
products.

The Debtors have tapped Conway MacKenzie, Inc., as restructuring
crisis manager and Lawrence R. Perkins as chief restructuring
officer.  Herrick, Feinstein LP is the bankruptcy counsel.

Fuller, which has 180 employees as of the Chapter 11 filing,
disclosed $22.9 million in assets and $50.9 million in debt.

Fuller filed under Chapter 11 to prevent the landlord from
terminating the lease for the principal facility in Great Bend,
Kansas.


GASPROM INC: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gasprom Inc.
        2460 Auto Center Dr
        Oxnard, CA 93030

Bankruptcy Case No.: 12-10772

Chapter 11 Petition Date: February 24, 2012

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

Judge: Robin Riblet

Debtor's Counsel: Tatiana K. Linton, Esq.
                  LINTON & ASSOCIATES
                  3940 Laurel Canyon Blvd #1519
                  Studio City, CA 91604
                  Tel: (818) 374-1302
                  Fax: (818) 374-1367

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-10772.pdf

The petition was signed by Samuil Preys, president.


GATHERING RANCH: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Gathering Ranch, LLC
        2626 Hillsden Drive
        Salt Lake City, UT 84117

Bankruptcy Case No.: 12-22078

Chapter 11 Petition Date: February 24, 2012

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Joseph M.R. Covey, Esq.
                  PARR BROWN GEE & LOVELESS
                  185 South State Street, Suite 800
                  Salt Lake City, UT 84111
                  Tel: (801) 532-7840
                  Fax: (801) 532-7750
                  E-mail: jcovey@parrbrown.com

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

Estimated Debts: $0 to $50,000

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

The petition was signed by A. Craig Hale as attorney in fact for
Dennis R. Webb, Debtor's manager/member.


GENERAL MARITIME: Waives Min. EBITDA Covenant Under DIP Facility
----------------------------------------------------------------
General Maritime Corporation entered into a waiver, dated as of
Feb. 14, 2012, to its Senior Secured Superpriority Debtor-In-
Possession Credit Agreement, dated as of Nov. 17, 2011, among the
Company, General Maritime Subsidiary Corporation and General
Maritime Subsidiary II Corporation, as borrowers, the other
subsidiaries of the Company party thereto, the financial
institutions party thereto, and Nordea Bank Finland plc, New York
Branch, as administrative agent and collateral agent.

Pursuant to the DIP Facility, the Company is required to have
minimum EBITDA for the period commencing on Nov. 1, 2011, through
and including Dec. 31, 2011, of at least $2,115,000.  It did not
meet that minimum EBITDA requirement for that period and may not
meet the minimum EBITDA requirement of $4,600,000 for the period
commencing on Nov. 1, 2011, through and including Jan. 31, 2012.
The Waiver waives the minimum EBITDA covenant for the period
commencing on Nov. 1, 2011, through and including Dec. 31, 2011,
and for the period commencing on Nov. 1, 2011, through and
including Jan. 31, 2012.

After giving effect to the Waiver, the Company is in compliance
with the DIP Facility.

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

                        http://is.gd/dcidQ5

                      About General Maritime

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

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

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

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

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

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

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

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

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


GENMAR HOLDINGS: Jacobs Sues Bankr. Trustee Over Clawback Suits
---------------------------------------------------------------
Susan Feyder at Star Tribune reports that Irwin Jacobs, owner of
Genmar Holdings Inc., has sued bankruptcy trustee Charles Ries,
who has filed clawback suits.

According to the report, Mr. Jacobs has challenged several
"clawback" suits seeking funds paid out to him, insiders and
Genmar subsidiaries before the parent company filed bankruptcy in
2009.  The legal battle to recover more than $30 million for
creditors of Mr. Jacobs' company has taken an unusual turn, says
the report.

The report, citing the lawsuit filed in Morrison County District
Court, relates that Mr. Jacobs claimed that Mr. Ries' clawback
suits contain "false, outrageous and defamatory statements" that
have hurt Mr. Jacobs' ongoing business opportunities.  The suit
seeks unspecified damages and a jury trial outside of bankruptcy
court.  The clawback case is in U.S. Bankruptcy Court in
Minnesota.

The report relates that George Singer, a bankruptcy attorney at
the Minneapolis firm of Lindquist & Vennum, said suits like
Jacobs' are extremely rare because bankruptcy trustees have
immunity.

The report says Mr. Ries' suits noted Genmar's financial troubles
began in the early 2000s and claim the company had operating
losses starting in 2003.  Genmar's financial health is an issue if
Mr. Jacobs and others knew the company was insolvent even as funds
were being transferred to other parties.

According to the report, Mr. Jacobs asserts that the company was
solvent at all times.  Mr. Jacobs' suit said the trustee has
falsely accused Mr. Jacobs and others of receiving transfers
illegally and that in some cases there is no evidence of any
transfers at all.

                       About Genmar Holdings

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/-- are
the world's second-largest manufacturer of fiberglass powerboats.
The Company generated $460 million in annual revenue making boats
using brand names including Carver, Four Winns, Glastron, Larson,
and Wellcraft.

Genmar and an affiliate filed for Chapter 11 bankruptcy protection
(Bankr. D. Minn. Case No. 09-33773, and 09-43537) on June 1, 2009.
James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson &
Byron, PA, assisted the Debtors in their restructuring efforts.
Carver Italia estimated $10 million to $50 million in assets and
$100 million to $500 million in debts.

In 2010, Genmar closed on the sale of its remaining boating-
related assets including Ranger, Stratos, Champion, Wellcraft,
Four Winns, Larson, and Glastron, as well as a number of
manufacturing facilities and certain other non-core assets.
Platinum Equity of Beverly Hills, California acquired the assets
following an auction process conducted by Houlihan, Lokey, Howard
and Zukin Capital, Inc.  Platinum Equity bought essentially all of
the assets for $70 million.  J&D Acquisitions LLC acquired
Carver/Marquis for $6.05 million.  MCBC Hydra Boats LLC bought
Hydra-Sport for $1 million.

Mark Sheffert, Chairman and CEO of Manchester Companies, Inc.,
served as Chief Restructuring Officer of Genmar.

The Bankruptcy Court later converted the Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.  The U.S. Trustee for
Region 12 appointed Charles W. Ries as Chapter 7 trustee.


GLAZIER GROUP: Seeks Final Decree Closing Chapter 11 Case
---------------------------------------------------------
The Glazier Group, Inc., asks the Bankruptcy Court to enter a
final decree closing its Chapter 11 case.

An order confirming GGI's plan of reorganization was entered on
Dec. 13, 2011.  The Plan became effective on Jan. 13, 2012.

Paragraph 30 of the Confirmation Order provides that "On the
Effective Date, and upon completion of the Distributions to be
made and transactions to be effected on such date, the Plan shall
have been deemed to be substantially consummated under Sections
1101 and 1127 of the Bankruptcy Code."

The Reorganized Debtor tells the Court that substantial
consummation of the Plan has occurred.

                     About The Glazier Group

New York-based The Glazier Group, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16099) on
Nov. 15, 2010.  Frederick E. Schmidt, Esq., Joshua Joseph Angel,
Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP,
represent the Debtor in its restructuring effort.  John Dunne of
Renewal Ventures, LLC, is the Debtor's Chief Restructuring
Officer.  The Company disclosed assets of $15.2 million and
liabilities of $26.8 million as of the Petition Date.

Ronald J. Friedman, Esq., Katina Brountzas, Esq., and Sheryl P.
Busell, Esq., at SilvermanAcampora LLP, in Jericho, New York,
represent the Official Committee of Unsecured Creditors.  FTI
Consulting, Inc., serves as the Official Committee of Unsecured
Creditors' financial advisor.

An official committee of unsecured creditors was appointed by
the Office of the United States Trustee for the Southern District
of New York on Jan. 14, 2011.

The Reorganized Debtor is a privately owned corporation that
provides restaurant management and support services to nine non-
debtor affiliates including but not limited to accounting, human
resources, purchasing, public relations, maintenance, culinary and
executive management.


GOLDEN TEMPLE: CEO et al. File for Chapter 11 Protection
--------------------------------------------------------
The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group, which includes Khalsa
and five other top company executives, have filed for Chapter 11
bankruptcy.

According to the report, Mr. Khalsa and the other executives
sought bankruptcy court protection in anticipation of large claims
being filed against them after they lost a lawsuit in December
2011.

The report says Multnomah County Circuit Judge Leslie Roberts
ruled that Mr. Khalsa breached his fiduciary duties to the Sikh
religious community founded by the late Yogi Bhajan and that he
and other Golden Temple Management members were unjustly enriched,
when they gained ownership of 90% of the company in 2007.

The report relates that Golden Temple sold its cereal division in
May 2010 for $71 million to Hearthside Food Solutions.  The
Illinois-based baker continues to make Peace Cereal, Sweet Home
Farms granola and other cereal products at its plant in Eugene,
Oregon.

The report notes Mr. Khalsa and Golden Temple Management were in
court-ordered mediation with U.S. District Judge Michael Hogan in
an attempt to craft a reorganization plan that most of the
creditors would support and that would provide a dividend to
unsecured creditors.

The report adds a meeting of creditors is scheduled in Eugene on
March 19, 2012.

Golden Temple Management LLC, filed for Chapter 11 protection
(Bankr. D. Ore. Case No. 12-60536) on Feb. 18, 2012.  Judge Thomas
M. Renn presides over the case.  John D. Albert, Esq., at Albert &
Tweet, LLP, represents the Debtor.  The Debtor disclosed assets of
$49,077,498 and liabilities of $10,434,000.

The report notes Mr. Khalsa disclosed assets of $30.95 million and
liabilities of $1.27 million.

Golden Temple Management is the management company of Golden
Temple of Oregon LLC, the makers of Yogi Tea.  Golden Temple of
Oregon itself is not a party to the bankruptcy, and the Golden
Temple Management filing "does not affect the day-to-day
operations of the Yogi Tea business."


GRAPHIC TRADE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Graphic Trade Bindery, Inc.
          dba Craftsman Press
        2300 Craftsman Circle
        Cheverly, MD 20781

Bankruptcy Case No.: 12-13189

Chapter 11 Petition Date: February 23, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Lawrence A. Katz, Esq.
                  LEACH TRAVELL BRITT PC
                  8270 Greensboro Drive, Suite 1050
                  McLean, VA 22102
                  Tel: (703) 584-8362
                  Fax: (703) 584-8901
                  E-mail: lkatz@ltblaw.com

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

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

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mdb12-13189.pdf

The petition was signed by Anthony D. D'Agrosa, president and CEO.


GRUBB & ELLIS: Committee Represented by Alston & Bird
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that Grubb & Ellis Co. has an official unsecured creditors'
committee with five members.  One is U.S. Bank NA as indenture
trustee for holders of convertible notes.  The committee selected
Alston & Bird LLP to serve as legal counsel.

                        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.


GRUBB & ELLIS: C-III Investments Discloses 8.1% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, C-III Investments LLC and its affiliates
disclosed that, as of Feb. 17, 2012, they beneficially own
5,597,429 shares of common stock of Grubb & Ellis Company
representing 8.10% of the shares outstanding.  The calculation of
percentage ownership is based on 69,147,403 Shares issued and
outstanding as of Nov. 16, 2011.  As previously reported by the
TCR on Oct. 31, 2011, C-III Investments disclosed beneficial
ownership of 5,384,785 common shares.

On Feb. 17, 2012, C-III entered into an agreement with ColFin, BGC
Note Acquisition Co., L.P., and BGC Partners, Inc., pursuant to
which C-III sold all of its right, title, obligations and interest
in, to and under the Amended Credit Agreement, including, without
limitation, all indebtedness owed to C-III thereunder, to the
Buyer.

Between Oct. 26, 2011, and Feb. 17, 2012, C-III was issued
Warrants to purchase 212,644 Shares of the Issuer as a result of
the Borrower making PIK Elections in accordance with the terms of
the Amended Credit Agreement.

A copy of the amended filing is available for free at:

                        http://is.gd/il5NK0

                        About Grubb & Ellis

Grubb & Ellis -- http://www.grubb-ellis.com/-- is one of the
nation's largest commercial real estate services firms, providing
transaction services, property management, facilities management
and valuation services through more than 100 company-owned and
affiliate offices.  The Company employs over 3,000 professionals
and conducts business through over 90 company-owned and affiliate
locations throughout the United States, and, through a network of
non-debtor-affiliates, throughout the world.  The company
completed about 12,000 sale and lease transactions last year and
manages more than 250 million square feet of property.

Grubb & Ellis Co., along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-10685) on
Feb. 2012, with a deal to sell its assets to BGC Partners Inc.
The Debtor is seeking expedited sale as it faces $30 million in
debt that matures on March 1 and insufficient cash to make it
through the first quarter of 2012.

BGC Partners, owner of large commercial real estate service firm
Newmark Knight Frank, has agreed to provide a loan of as much as
$4.8 million to Grubb & Ellis to keep it operating during the
bankruptcy process.

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 Debtor proposes 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 and the
amounts drawn under the DIP facility.


GRUBB & ELLIS: Jacob Berkel Resigns from All Positions
------------------------------------------------------
Jacob Van Berkel notified Grubb & Ellis Company that, effective
Feb. 24, 2012, he was resigning as Executive Vice President and
Chief Operating Officer of the Company and from all other
positions he holds with the Company and its subsidiaries.

                        About Grubb & Ellis

Grubb & Ellis -- http://www.grubb-ellis.com/-- is one of the
nation's largest commercial real estate services firms, providing
transaction services, property management, facilities management
and valuation services through more than 100 company-owned and
affiliate offices.  The Company employs over 3,000 professionals
and conducts business through over 90 company-owned and affiliate
locations throughout the United States, and, through a network of
non-debtor-affiliates, throughout the world.  The company
completed about 12,000 sale and lease transactions last year and
manages more than 250 million square feet of property.

Grubb & Ellis Co., along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-10685) on
Feb. 2012, with a deal to sell its assets to BGC Partners Inc.
The Debtor is seeking expedited sale as it faces $30 million in
debt that matures on March 1 and insufficient cash to make it
through the first quarter of 2012.

BGC Partners, owner of large commercial real estate service firm
Newmark Knight Frank, has agreed to provide a loan of as much as
$4.8 million to Grubb & Ellis to keep it operating during the
bankruptcy process.

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 Debtor proposes 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 and the
amounts drawn under the DIP facility.


H.J. HEINZ: Moody's Issues Summary Credit Opinion
-------------------------------------------------
This release represents Moody's Investors Service's summary credit
opinion on H.J. Heinz Company and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
H.J. Heinz Company and its affiliates.

Moody's current ratings on H. J. Heinz Company and its affiliates
are:

H.J. Heinz Company

Senior Unsecured (domestic currency) ratings of Baa2;

Senior Unsecured Shelf (domestic currency) ratings of (P)Baa2;

Commercial Paper (domestic currency) ratings of P-2;

BACKED Senior Unsecured (domestic currency) ratings of Baa2;

BACKED Long term IRB/PC (domestic currency) ratings of Baa2.

H.J. Heinz Company of Canada Limited

BACKED Commercial Paper ratings of P-2.

H.J. Heinz Finance UK PLC

BACKED Senior Unsecured (domestic currency) ratings of Baa2;

H.J. Heinz B.V.

BACKED Commercial Paper (domestic currency) ratings of P-2.

H.J. Heinz Finance Company

Preferred Stock (domestic currency) ratings of Ba1;

BACKED Senior Unsecured (domestic currency) ratings of Baa2;

BACKED Commercial Paper (domestic currency) ratings of P-2.

RATINGS RATIONALE

Heinz's Baa2 rating reflects the strength of its global branded
portfolio, broad product and geographic diversity, strong cash
flow generation and good liquidity. These strengths are balanced
against the company's history of aggressive financial policy
including heavy cash dividends to shareholders, large
restructuring charges, and some capital structure complexity.

Rating Outlook

The stable outlook reflects Moody's view that Heinz will generate
stable operating performance and that no unfavorable shifts in
financial policy will occur.

What Could Change the Rating -- Up

The ratings outlook could be upgraded if Heinz maintained stable
core operating performance, avoided major shifts in its core
product portfolio and moderated its financial policy.
Quantitatively, Heinz would need to sustain Retained Cash Flow/Net
Debt of at least 17% and Debt/EBITDA below 3.25 times before the
upgrade would occur.

What Could Change the Rating -- Down

A downgrade could occur if financial policy were to become more
aggressive or if there were deterioration in Heinz's core
businesses, such that Retained Cash Flow/Net Debt could not be
sustained above 12% or EBITA/Average Assets above 14%.

The principal methodology used in these ratings was the Global
Packaged Goods Industry Methodology published in July 2009.


HOSTESS BRANDS: Retains Kobi's Gregory Rayburn as CRO
-----------------------------------------------------
Hostess Brands, Inc. disclosed that, subject to Court approval, it
has retained Gregory F. Rayburn of Kobi Partners LLC as its Chief
Restructuring Officer.

Mr. Rayburn will report to Hostess President and CEO Brian
Driscoll and will assist Mr. Driscoll in managing the Company's
restructuring under Chapter 11.  Mr. Rayburn has more than 29
years of experience working with troubled businesses in their
efforts to create and maximize value for all stakeholders.

"Greg is one of the nation's most experienced and effective
restructuring executives, and I look forward to working closely
with him," Mr. Driscoll said.  "His hiring reflects our commitment
to do all that we can to emerge from Chapter 11 as a robust
competitor with a solid future."

Mr. Rayburn has served as CRO, CEO or COO of several high-profile
companies, including Indianapolis Downs, LLC; New York City Off
Track Betting Assn.; Magna Entertainment Corp.; AAIPharma Services
and Sunterra Corp.  He served as CRO for WorldCom during what was
then the largest U.S. bankruptcy filing in history.

"I was attracted to Hostess because it has so much potential to
grow and thrive again," Mr. Rayburn said.  "The Company has some
of the nation's most beloved and recognized brands and a talented
workforce, so there's a great deal to build upon."

Mr. Rayburn is a director of The Great Atlantic & Pacific Tea Co.
and holds an M.A. in accounting and a B.S. in business and
marketing from the University of Alabama.  He is a member of the
American Institute of Certified Public Accountants and serves as
an expert witness in federal and state courts on issues including
business viability, valuation, strategic plan assessment, fraud,
damages and bankruptcy reorganizations.

Kobi Partners LLC is a restructuring advisory services firm based
in Winston-Salem, N.C.

                      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.


ICOP DIGITAL: Files Chapter 11 Plan of Liquidation
--------------------------------------------------
Digital Systems, Inc., formerly known as ICOP Digital Inc., on
Feb. 14, 2012, filed with the U.S. Bankruptcy Court for the
District of Kansas its Disclosure Statement explaining its Plan of
Liquidation.

The Debtor has not actively operated a business since Dec. 20,
2010.  Rather, the Debtor has sold its assets and is attempting to
collect a portion of its accounts receivable for the benefit of
its creditors.

On March 11, 2011, the Debtor closed on the sale of its assets to
New ICOP, LLC.  The purchase price for the assets, excluding
accounts receivable, was $800,000.  However, the purchaser was
entitled to a credit for the funds advanced pursuant to the post-
petition financing, resulting in net proceeds to the Debtor in the
amount of $593,777.

The Debtor plans to disburse to its Administrative Claimants and
Creditors the proceeds from the sale of its assets and the
collection of the remaining accounts receivable.  As of Dec. 31,
2011, the Debtor had $149,701 in cash and the remaining accounts
receivable were estimated to be in the amount of $176,139.  If
these are fully collected, the Debtor will receive $88,069.

The Debtor believes that the Plan provides its Creditors with the
greatest possible value that can be realized on their respective
Claims.

The Plan provides, in general, that after payment of Allowed
Administrative Expense Claims and Allowed Priority Tax Claims, the
net proceeds realized from the collection of the Debtor's assets
will be disbursed to the Debtor's Unsecured Creditors.  Claims of
the unsecured Creditors were scheduled in the approximate amount
of $1,847,759.

Because the Debtor has proposed a Liquidating Plan, the Debtor
will not require the services of any employees on a full time and
permanent basis.  David and Laura Owen provided their services
during this Chapter 11 and David Owen will continue to do so until
all efforts to collect accounts receivable have been exhausted and
the collected funds disbursed to creditors.  Mr. Owen has agreed
to provide his services at the rate of $2,000.00 per month.

A full-text copy of the Disclosure Statement is available at:

                        http://is.gd/6FZMhi

                         About ICOP Digital

Founded in 2002, ICOP Digital Inc. sells surveillance equipment
for law enforcement agencies.  Lenexa, Kansas-based ICOP Digital
filed for Chapter 11 protection in Kansas City (Bankr. D. Kan.
Case No. 11-20140) on Jan. 21, 2011.  In its schedules, the Debtor
disclosed assets of $1.67 million and debt of $2.74 million.  The
balance sheet as of Sept. 30, 2010, had assets on the books for
$6.7 million and total debts of $4.3 million.  Joanne B. Stutz,
Esq., at Evans & Mullinix PA, in Shawnee, Kansas, serves as the
Debtor's bankruptcy counsel.

The Debtor has been renamed as of March 14, 2011, to Digital
Systems, Inc.


JOHN FOSTER: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Chris Bagley, staff writer at Triangle Business Journal, reports
that John Foster Homes Inc. has filed for Chapter 11 protection as
a result of a lawsuit that a customer filed after the Company won
a legal judgment against the customer.

According to the report, in an effort to collect the final $28,000
payment for a home it sold, the Company sued in Virginia state
court and won a judgment against a Gladstone, Va., resident.  But
the man sued in federal court in 2010, alleging safety issues in
the home and racial discrimination.  The man is demanding
$12 million, including punitive damages.

The report says, even though the case has not been decided, the
lawsuit's financial demands against John Foster Homes account for
the bulk of claims listed on the company's Feb. 13 bankruptcy
filing.

Based in Henderson, North Carolina, John Foster Homes Inc. filed
for Chapter 11 protection on Feb. 13, 2012 (Bankr. E.D. N.C. Lead
Case No. 12-01116).  Judge Stephani W. Humrickhouse presides over
the case.  Danny Bradford, Esq., at Paul D. Bradford, PLLC, dba
Bradford Law Offices, represents the Debtor.  The Debtor estimated
assets of between $500,000 and $1 million, and debts of between
$10 million and $50 million.


LACK'S STORES: Plan Confirmation Hearing Continued Until April 3
----------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas has continued until April 3, 2012, at 9:30 a.m.,
the hearing to consider the confirmation of the First Amended
Joint Plan of Reorganization of Lack's Stores Incorporated, et al.

As reported in the Troubled Company Reporter on Jan. 18, 2012, the
Court approved the disclosure statement explaining the Plan and
authorized the Debtors to solicit votes on the Plan on Dec. 14,
2011.

For purposes of Plan solicitation, only holders of claims as of
Dec. 7, 2011 are entitled to vote on the Plan.

As reported in the Troubled Company Reporter on Oct. 17, 2011, the
Plan is designed to accomplish three primary objectives:

   (1) the collection of Lack's Customer Notes portfolio in the
       ordinary course of business;

   (2) the sale of remaining real and personal property that is
       not necessary to the continued collection of Customer
       Notes; and

   (3) the use of proceeds from collection of Customer Notes and
       sales of the Debtors' other remaining assets to satisfy
       Claims in accordance with the Plan.

A full-text copy of the Disclosure Statement, dated Oct. 5, is
available for free at http://ResearchArchives.com/t/s?772e

                       About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-60149) on Nov. 16, 2010 .  Katherine D.
Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H.
London, Esq., at Vinson & Elkins LLP, assist the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $100 million to $500 million.

Affiliates Lack Properties, Inc., Lack's Furniture Centers, Inc.,
and Merchandise Acceptance Corporation filed separate Chapter 11
petitions.


LDB MEDIA: SNN News 6 Owner Files for Chapter 11 Bankruptcy
-----------------------------------------------------------
Doug Miles at Tampa Bay Media Examiner reports that LDB Media,
owner of SNN News 6, has filed for Chapter 11 protection.
According to the report, the bankruptcy filing comes less than a
month after a judgment against SNN by a creditor holding a note on
a portion of the station's broadcast equipment and computers.  The
creditor is owed approximately $400,000.

The report recounts that three years ago, the original parent
company of the news station, the Herald-Tribune Company sold the
station to a group of investors including Linda DesMarais and her
husband Doug Barker who manage the daily operations of the station
and own 50% of the company.

SNN Associates, a separate group of investors which has lent money
to SNN News 6 to keep it operating, owns the other 50%.

The report, citing papers filed with the court, says LDB Media has
about $300,000 in accounts receivable, and that its 20 largest
unsecured creditors, including Ms. Desmarais and Mr. Barker, are
owed about $770,000.  There are 50 to 99 creditors.


LDB MEDIA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: LDB Media, LLC
        dba SNN Local News 6
        1741 Main St.
        Sarasota, FL 34236

Bankruptcy Case No.: 12-02560

Chapter 11 Petition Date: February 24, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)
Judge: Caryl E. Delano

Debtor's Counsel: Bernard J. Morse, Esq.
                  MORSE & GOMEZ PA
                  11268 Winthrop Main Street, Suite 102
                  Riverview, FL 33578
                  Tel: (813) 341-8400
                  Fax: (813) 463-1807
                  E-mail: chipmorse@morsegomez.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-02560.pdf

The petition was signed by Douglas C. Barker, managing member.


LEHMAN BROTHERS: Allowed by Judge to Use Non-Cash Assets Reserve
----------------------------------------------------------------
Lehman Brothers Holdings Inc. received a go-signal from the U.S.
Bankruptcy Court in Manhattan to cover disputed claims in part
with non-cash assets.

Judge James Peck signed off on an order approving Lehman's use of
non-cash assets to cover disputed claims, a move that could boost
initial distribution to creditors under the company's $65 billion
payout plan by about $2.8 billion.

The order dated February 22 requires the company and its units in
bankruptcy to retain at least 25% in cash as a reserve.

Judge Peck described Lehman's proposal as an "appropriate
balancing" of the needs of creditors whose claims have been
allowed and those that are fighting with Lehman over claims,
according to a report by Bloomberg News.

Earlier, Lehman defended its proposal to use non-cash reserves,
denying allegations from U.S. Bank N.A. and four other creditors
that the non-cash assets were not identified and that the
proposal favors creditors that hold allowed claims at the expense
of creditors holding disputed claims.  Lehman's proposal drew
support from the Official Committee of Unsecured Creditors.

At a court hearing, Dennis Dunne, Esq., at Milbank Tweed Hadley &
McCloy LLP, in New York, said the committee believes "there is no
risk that a creditor will bear permanent risk of nonpayment,"
according to a report by Bloomberg News.

Lehman previously disclosed in court filings that its general
unsecured creditors would see an initial distribution of 2.75% or
a 0.42% increase if the bankruptcy court approved its use of non-
cash assets.  Meanwhile, senior unsecured creditors would have an
initial distribution of 2.93%, or a 0.88% increase.

For Lehman's special financing unit, its general unsecured
creditors would see an initial distribution of 15.32% if cash
would be set aside to cover disputed claims.  If Lehman, however,
covers disputed claims with non-cash assets, the first
distribution would be 18.59%, a 3.27% increase.

As of January 27, there are still $112 billion in disputed claims
that need a reserve.  Lehman, which has already settled as much
as $765 billion in claims, believes the disputed claims will be
reduced to $59 billion.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Zell Raises Bid for Archstone Stake to $1.5-Bil.
-----------------------------------------------------------------
Sam Zell's Equity Residential raised its bid for a stake in
Archstone held by Bank of America Corp. and Barclays Plc to
almost $1.5 billion, according to a February 21 report by
Bloomberg News.

Chicago-based Equity Residential said the banks extended its
deadline for exercising its option to buy the remaining 26.5% of
Archstone until April 19, 2012.  Lehman, which has agreed to pay
$1.3 billion for the banks' other 26.5% of the apartment company,
tried unsuccessfully to block the Zell deal.

Judge James Peck of the U.S. Bankruptcy Court in Manhattan ruled
last month that Equity Residential was entitled to the option,
saying he assumed the Zell company would offer about $1.4 billion
for half of the banks' stake because at that price the company
would get a breakup fee in compensation for its work preparing a
bid for Archstone.

Equity Residential, which valued the stake at $1.3 billion or
more, will get an $80 million breakup fee if Lehman matches its
price for the Archstone stake, Bloomberg News reported.

Judge Peck said the banks' deal with Equity Residential is really
"a disguised sale of 100% of the banks' stake to Lehman,"
designed to get a good price.  He said, however, that Equity
Residential is still entitled to exercise its option, denying
Lehman's request for a preliminary injunction.

Lehman, which has said it wants to sell Archstone for $6 billion
to help pay creditors, is first seeking to gain control by buying
the banks' stakes.  The company owned 47% of Archstone, which is
its biggest real estate asset, before agreeing to buy another
26.5%, according to the report.

Archstone, which Lehman acquired in a $22 billion leveraged
buyout with Tishman Speyer Properties LP, has ownership interests
in hundreds of apartment developments from Washington and New
York to San Francisco.  Lehman and the banks made loans, which
they later converted to equity after Archstone faltered in the
2008 credit crisis.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Status Conference Today on Suit vs. BoA, Barclays
------------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan will convene a status
conference on February 29, 2012, to discuss matters related to
the lawsuit Lehman Brothers Holdings Inc. filed against Barclays
Plc and Bank of America Corp.

Lehman sued the two banks for breach of contract after they
agreed to sell their stake in apartment owner Archstone to Equity
Residential.  Under the deal, the two banks agreed to sell 26.5%
of Archstone and granted Equity Residential an option to buy the
second half of their stake in the apartment owner for $1.33
billion.

Lehman complained that the banks violated the provisions of their
contract and that they failed to provide the company regularly
with information about the sale.

The lawsuit seeks to clarify the terms of Lehman's right to buy
the stake and to make the banks carry out their obligations under
their contract.  It also seeks an injunction that would stop the
banks from completing any transfer to Equity Residential, and
seeks to divest the banks of their voting rights in Archstone.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: JPMorgan SayS Safe-Harbor Defeats Lehman Suit
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and JPMorgan Chase Bank NA
exchanged another set of papers last week addressing the bank's
motion to dismiss the lawsuit Lehman filed to recover $8.6
billion, Bloomberg News reported.

The newest papers, filed at the request of Judge James Peck of
the U.S. Bankruptcy Court in Manhattan, dealt with recent court
opinions on the so-called safe harbor in bankruptcy.

JPMorgan takes the position that the safe-harbor defeats Lehman's
suit.  Meanwhile, Lehman and the committee representing unsecured
creditors contend that the transactions JPMorgan seeks to
immunize were not protected by the safe harbor because they were
not settlements of securities transactions, Bloomberg News
reported.

Pre-trial investigations have to be completed by March 16.  Each
side can interrogate the other's experts by late July.  If the
lawsuit is not dismissed in the meantime, both sides can submit
new motions to dismiss or for judgment without trial by mid-July.
The trial date will be set later, according to the report.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: David R. Chase Continues to Probe UBS Claims
-------------------------------------------------------------
The Law Firm of David R. Chase, P.A., representing investors
nationwide and headed by a former SEC Prosecutor, announces that
it is continuing to investigate and pursue claims against UBS and
other Wall Street securities firms on behalf of customers who
purchased Lehman Brothers 100% Principal Protection Notes, also
commonly referred to as Lehman Brothers Principal Protected Notes,
or PPNs.

"If you are a Lehman Note investor hoping to recover your monies
through the bankruptcy case, it appears that the recovery will be
limited to only approximately 21 cents on the dollar, per the
Third Amended Joint Chapter 11 Plan of Lehman Brothers.  Lehman
Note investors who purchased through a securities brokerage firm
should explore their legal options, particularly including
pursuing a FINRA Arbitration claim to attempt to recover their
losses.

If you or a family member suffered losses in Lehman Brothers
Principal Protection Notes, or other Lehman Brothers structured
products, do not delay in enforcing your legal rights.  My law
firm has previously represented Lehman Brothers Principal
Protection Note victims.

You may call me directly on a confidential basis to discuss how
you may be able to recover your investment losses and how the
process works: at: (888) 337-8625 (toll free).  Cases taken on a
contingency basis, meaning if there is no recovery, you owe no
attorney's fees or costs to the firm."

The Law Firm of David R. Chase, P.A., based in Fort Lauderdale,
Florida, represents investors nationwide in cases against the
major Wall Street Firms.  The Firm's principal, David R. Chase,
has been practicing for over 19 years, is AV-Rated by Martindale-
Hubbell -- its highest competence and ethics rating, and
previously served as a securities prosecutor for the Federal
Government.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


LIBERTY INTERACTIVE: Fitch Affirms Issuer Default Rating at 'BB'
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Liberty Interactive LLC
(Liberty) and QVC Inc. (QVC), including their Issuer Default
Ratings (IDR) of 'BB'.

On Feb. 23, 2012, Liberty announced its plan to establish two
tracking stocks, Liberty Interactive and Liberty Ventures.  This
recapitalization of Liberty Interactive Corp's (Liberty Corp.;
parent of Liberty) common stock is expected to be completed within
the next six months.

The assets and liabilities of the Liberty Interactive tracking
stock will include QVC (including QVC's debt), the e-commerce
businesses, Liberty's 34% HSN Inc. equity stake, $1.1 billion in
Liberty notes and debentures and approximately $500 million in
cash.

All other assets and debt will be attributed to Liberty Ventures
(including approximately $3 billion in Liberty exchangeable notes
and $1.25 billion in cash).  Following the closing of the
recapitalization, Liberty Corp. intends to offer a subscription
right for additional Liberty Venture shares, which will expire 40
days after closing.  Liberty Ventures is expected to manage its
attributed equity/fixed income investments and make various new
investments.

Fitch's IDRs for Liberty and QVC reflect the consolidated legal
entity/obligor credit profile, rather than the Liberty
Interactive/Venture tracking stock structure.  This view is
primarily driven by Fitch's interpretation of the Liberty bond
indentures.  Fitch believes that the company could not spin out
QVC without consent of the bondholders, based on the current asset
mix at Liberty.  QVC generates 86% and 95% of Liberty's revenues
and EBITDA, respectively.  In addition, Fitch believes QVC makes
up a meaningful portion of Liberty's equity value.  Any spin off
of QVC would likely trigger the 'substantially all' asset
disposition restriction within the Liberty indentures.

The consolidated legal/obligor credit view may change over time if
the Liberty Ventures assets become a more meaningful portion of
the consolidated Liberty asset mix/equity value.  At that point,
Fitch may adopt a more hybrid rating analysis, taking into
consideration the attribution of assets and liabilities within
each tracking stock.  Fitch does not expect this to occur in the
near or intermediate term.

The ratings reflect Fitch's expectation that the company will
continue to manage leverage on a Liberty consolidated basis.
Fitch expects Liberty's gross unadjusted leverage to be managed
within 4 times (x) and QVC unadjusted gross leverage to be managed
within 2.5x.

Liberty expects to fund a portion of the initial tracking stock
cash positions with up to an additional $1 billion borrowing from
QVC's revolver (with funds at the Liberty Venture used for
investment and general corporate purposes).

As of Dec. 31, 2011, Fitch calculates QVC's unadjusted gross
leverage at 1.4x and Liberty's unadjusted gross leverage at 3.6x.
Pro forma for the $1 billion incremental borrowing, QVC and
Liberty's unadjusted gross leverage is 2x and 4.2x respectively.
While Liberty's leverage could slightly exceed its 4x target,
Fitch believes EBITDA growth at QVC over the next 12 months will
keep Liberty's leverage within 4x.  QVC's EBITDA grew 4% in 2011
and 9% in the fourth quarter of 2011.

Fitch rates both QVC's senior secured bank credit facility and the
senior secured notes 'BBB-' (two notches higher than QVC's IDR).
The secured issue ratings reflects what Fitch believes would be
QVC's standalone ratings. Fitch expects that the ratings would
remain unchanged in the event that the remaining security is
released.

The ratings incorporate the risk of continued acquisitions at
Liberty Interactive.  Fitch recognizes that there is a risk of an
acquisition of HSN Inc.  However, depending on how the transaction
is structured, and the company's commitment to returning QVC's or
Liberty's leverage to 2.5x and 4x, respectively, ratings may
remain unchanged.

Fitch believes liquidity at Liberty Interactive will be sufficient
to support operations and QVC's expansion into other markets.
Acquisitions and share buybacks are expected to be a primary use
of free cash flow (FCF).

Fitch believes that there is sufficient liquidity and cash
generation (from investment dividends and tax sharing between
Liberty Interactive and Liberty Ventures) to support debt service
and disciplined investment at Liberty Venture.  Fitch recognizes
that in the event of a liquidity strain at Liberty Ventures,
Liberty Interactive could provide funding to support debt service
to Liberty Ventures (via intercompany loans), or the tracking
stock structure could be collapsed.

In addition, the company's balance sheet includes $4 billion in
public holdings.  Fitch believes these assets could be liquidated
in the event that Liberty needed additional liquidity.

Liberty's near-term maturities include $1.1 billion of
exchangeable debentures that may be put to the company in 2013 and
approximately $324 million in senior notes maturing in 2013.
Fitch believes Liberty has sufficient liquidity (including the
Time Warner basket of stocks) to handle these maturities.

Fitch has affirmed the following ratings:

Liberty

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

QVC

  -- IDR at 'BB';
  -- Senior secured debt at 'BBB-'.

The Rating Outlook is Stable.


LIGHTSQUARED INC: CEO and EVP Step Down Amid Regulatory Setback
---------------------------------------------------------------
Dow Jones Newswires' Greg Bensinger reports that people familiar
with the situation said LightSquared Inc.'s chief executive and an
executive vice president have stepped down in the wake of a
regulatory setback that has forced the wireless venture to rethink
its multibillion-dollar strategy to roll out a new fourth-
generation network.  Sources said:

     -- Sanjiv Ahuja left the CEO post this month after working
        without a contract since July; and

     -- Martin Harriman, the executive vice president of ecosystem
        development and satellite business, will also leave the
        company.

The report says Chief Network Officer Doug Smith and Chief
Financial Officer Marc Montagner were named interim co-chief
operating officers as LightSquared undertakes the search for a new
CEO.

According to the report, Mr. Ahuja will remain chairman and
billionaire Philip Falcone, whose Harbinger Capital Partners hedge
fund is LightSquared's principal backer, will join the board to
assist in the search for a new CEO.

Sources told Dow Jones that the company's board will meet on
Thursday to discuss CEO candidates, among other matters.

Dow Jones recounts the Federal Communications Commission this
month said it would revoke a waiver that would allow the company
to use satellite airwaves for a terrestrial network, citing
concerns the network may interfere with Global Positioning System
signals.  The company received the conditional FCC waiver last
year and hoped to compete with AT&T Inc., Verizon Wireless and
others in selling wireless airwaves, or spectrum, wholesale to
wireless carriers.

Dow Jones says LightSquared has said it has enough money to
operate for several quarters, though it hasn't given specifics.

Dow Jones also notes Harbinger in February cut nearly half of its
work force and now employs fewer than 200 people.  Harbinger last
year told investors that it lost 47% of the value in its biggest
fund because of a markdown in the value of LightSquared.  The
losses helped cause Harbinger's firm-wide assets to sink to $4
billion, from a high of $26 billion in 2008.  Investors have been
barred from pulling their money from Harbinger for months.

Harbinger, based in New York, also is facing a lawsuit from
investors seeking a return of funds they lost as a result of the
LightSquared investment.

                      About LightSquared Inc.

LightSquared Inc. -- http://www.lightsquared.com/-- operates an
open wireless broadband network company.  Reuters reported that
hedge fund manager Philip Falcone is ruling out a bankruptcy
filing for LightSquared even as sources familiar with the matter
said the company was seeking restructuring advice.  Reuters also
reported that two people familiar with the matter said
LightSquared has already hired investment bank Moelis & Co. as a
restructuring advisor.


MANDALAY DIGITAL: Has Going Concern Doubt Amid Losses, Cash Issues
------------------------------------------------------------------
Mandalay Digital Group, Inc., said in a Form 10-Q filing with the
Securities and Exchange Commission for the quarter ended Dec. 31,
2011, that there is substantial doubt in its ability to continue
as a going concern, citing losses from operations and negative
cash flows from operations and current liabilities exceed current
assets.

The Company said management has taken or plans to take steps that
it believes will be sufficient to provide the Company with the
ability to continue in existence, including:

     -- raised $7 million in convertible debt during the period
        ending Dec. 31, 2011;

     -- settled certain payables for shares of the Company?s
        common stock

     -- settled certain payables resulting in a significant
        reduction to accrued license fees and accounts payable;

     -- entered into settlements with two strategic partners that
        allow the Company to reduce royalty payments;

     -- reduced ongoing operating expenses;

     -- seeking approval to increase the number of authorized
        common shares in order to have sufficient shares to issue
        for future strategic acquisitions; and

     -- raising additional equity capital.

There can be no assurance that the Company will be able to achieve
the steps as planned to continue as a going concern.

The Company had $19.7 million in total assets and $37.3 million in
total liabilities as of Dec. 31, 2011.  It posted a net loss of
$8.58 million for the nine months ended Dec. 31, 2011, from a net
loss of $8.13 million for the same period in 2010.

A copy of Mandalay Digital Group's Form 10-Q report is available
at http://is.gd/4DhhHi

Los Angeles, California-based Mandalay Digital Group, Inc. --
formerly NeuMedia Inc., Mandalay Media, Inc., and Mediavest, Inc.
-- was originally incorporated in 1998 under the name eB2B
Commerce, Inc.  On April 27, 2000, it merged into DynamicWeb
Enterprises Inc.

Through Jan. 26, 2005, the Company and its former subsidiaries
were engaged in providing business-to-business transaction
management services designed to simplify trading between buyers
and suppliers.  The Company was inactive from Jan. 26, 2005, until
its merger with Twistbox Entertainment, Inc., on Feb. 12, 2008.
On Sept. 14, 2007, Mediavest was re-incorporated in Delaware as
Mandalay Media.  On May 11, 2010 the Company merged with a wholly
owned, newly formed subsidiary, changing its name to NeuMedia,
Inc.  On Feb. 6, 2012, the Company merged with a wholly owned,
newly formed subsidiary, changing its name to Mandalay Digital
Group.

Twistbox is a global publisher and distributor of branded
entertainment content and services primarily focused on enabling
the development, distribution and billing of content across mobile
networks.  Twistbox publishes and distributes its content in a
number of countries.  Since operations began in 2003, Twistbox has
developed an intellectual property portfolio that includes mobile
rights to global brands and content from film, television and
lifestyle media companies.

Twistbox is headquartered in the Los Angeles area and has offices
in Europe and South America that provide local sales and marketing
support for both mobile operators and third party distribution in
their respective regions.

On Oct. 23, 2008 the Company completed an acquisition of 100% of
the issued and outstanding share capital of AMV Holding Limited, a
United Kingdom private limited company, and 80% of the issued and
outstanding share capital of Fierce Media Ltd.

AMV is a mobile media and marketing company delivering games and
lifestyle content directly to consumers in the United Kingdom,
Australia, South Africa and various other European countries.  AMV
is headquartered in Marlow, outside of London in the United
Kingdom.

On May 10, 2010, an administrator was appointed over AMV in the
UK, at the request of AMV's senior debt holder.  As from that
date, AMV and its subsidiaries are considered to be a discontinued
operation.

On June 21, 2010, the Company signed and closed an agreement
whereby ValueAct and the AMV Founders, acting through a newly
formed company, acquired the operating subsidiaries of AMV in
exchange for the release of $23,231 of secured debt, comprising of
a release of all amounts due and payable under the AMV Note and
all of the amounts due and payable under the ValueAct Note except
for $3,500 in principal.  The Company retained all assets and
liabilities of Twistbox and the Company other than the Assets.

On Dec. 28, 2011, the Company acquired the assets of Digital
Turbine Group LLC in exchange for 50,000 shares of the Company?s
common stock.  Digital Turbine provides a cross-platform user
interface and multimedia management system for carriers and
original equipment manufacturers.  The modular platform can be
integrated with different operating systems to provide a more
organized and unified experience for end-users of mobile content
across search, discovery, billing, and delivery.  Aspects of the
platform, such as the Magnet toolbar, allow carriers and OEMs to
better control the data presented to their users while giving them
a more efficient way of finding and purchasing the content.


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/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: Schedules Deadline Further Extended to March 19
----------------------------------------------------------
Bankruptcy Judge Martin Glenn extended to March 19, 2012, the
deadline within which Louis J. Freeh, the Chapter 11 trustee for
MF Global Holdings Ltd. and its debtor affiliates, will file the
Debtors' schedules of assets and liabilities and statements of
financial affairs.  The entry of the order is without prejudice to
the Chapter 11 Trustee's right to seek further extensions of time
for cause within which to file the Schedules and Statements.

The Chapter 11 Trustee asked for further extension of the Feb. 17
deadline explaining to the Court that some of the Schedules and
Statements are maintained by James W. Giddens, the trustee for the
liquidation of the business of MF Global, Inc., and the
administrator of the proceedings of the affiliates in the United
Kingdom and that each of them has competing duties that
occasionally take priority over the gathering and release of
information for and to the Debtors' estates.


MF GLOBAL: SIPA Lease Decision Period Extended to May 29
--------------------------------------------------------
Judge Martin Glenn extended to May 29, 2012, the time within which
the James W. Giddens, trustee for the liquidation of the business
of MF Global Inc. under the Securities Investor Protection Act,
may assume or reject executory contracts and unexpired leases on
behalf of the MFGI estate.

This order is without prejudice to the right of (i) any Lessor
under any of the Unexpired Leases, or any other party in interest
with rights in or relating to the Unexpired Leases, to request
that the Court fix an earlier date by which the SIPA Trustee must
assume or reject an Unexpired Lease, and (ii) the SIPA Trustee to
oppose such relief, Judge Glenn ruled.

Nothing contained in this order will be deemed to authorize the
assumption or rejection of any of the Unexpired Leases, Judge
Glenn clarified.  Nothing in the order will also be deemed to
determine whether any of the Debtor's contracts or leases is an
unexpired lease of nonresidential real property within the
meaning of Section 365(d) of the Bankruptcy Code, the bankruptcy
judge stated.

                         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: Trustee Wins Nod for Skadden Arps as Special Counsel
---------------------------------------------------------------
MF Global Holdings Ltd. and its debtor-affiliates and Chapter
11 Trustee Louis J. Freeh sought and obtained Bankruptcy Court
approval of their joint request to employ Skadden, Arps, Slate,
Meagher & Flom LLP as the Debtors' bankruptcy counsel, nunc pro
tunc to the Petition Date through November 28, 2011, and
thereafter as the Chapter 11 Trustee's special counsel through
March 31, 2012.

The Debtors previously employed Skadden Arps in connection with
their efforts to respond to their financial circumstances,
including, among other things, to assist them with a
restructuring of their financial affairs and capital structure,
and, as necessary, preparation of documents related to, and
representation in, any reorganization cases filed under
Chapter 11 of the Bankruptcy Code.

The Chapter 11 Trustee now desires to employ Skadden Arps as his
special counsel to:

  (a) assist him with respect to matters pertaining to the
      surrender of the leased premises at 717 Fifth Avenue,
      including interfacing with the landlord;

  (b) assist him and his other professionals with respect to tax
      refund matters; and

  (c) provide assistance and advice as sought with respect to
      matters where Skadden Arps acquired material knowledge
      during its representation of the Debtors.

The retention of Skadden, Arps as special counsel to the Chapter
11 Trustee will terminate on March 31, 2012, provided that the
Chapter 11 Trustee may extend the retention with Court approval.

Under the Engagement Agreement, Skadden Arps and the Debtors
agreed that the firm's standard bundled rate structure would
apply to these Chapter 11 cases, which was modified pursuant to
an agreement with the Chapter 11 Trustee.  Specifically, the
Chapter 11 Trustee and Skadden Arps agreed to reduce the
aggregate amount of compensation sought for professional services
rendered on and after November 28, 2011 by 10%.  Thus, Skadden
Arps will not be seeking to be separately compensated for certain
staff, clerical and resource charges.

The hourly rates under the bundled rate structure are:

     Title                              Rate per Hour
     -----                              -------------
     Partners and Of Counsel           $795 to $1,095
     Counsel and Special Counsel         $770 to $860
     Associates                          $365 to $710
     Legal assistants and support staff  $195 to $295

Skadden Arps will also be reimbursed for expenses incurred.

J. Gregory Milmoe, Esq., a partner at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York -- gregory.milmoe@skadden.com --
discloses that his firm was given a $500,000 retainer as advance
payment of prepetition professional fees and expenses incurred
and charged by the firm for the restructuring-related work.
Before the Petition Date, Skadden Arps invoiced the Debtors the
sum of $450,000 for estimated fees and expenses incurred
prepetition and applied a portion of the Retainer in payment of
that amount.

The actual amount of the fees and expenses owed to Skadden Arps
as a result of the prepetition services rendered to the Debtors
was $623,773, leaving an unsecured claim against the Debtors of
$123,773 after application of the remaining $50,000 Retainer, Mr.
Milmoe says.  Skadden Arps agrees to waive that claim in the
event an order approving this application is entered, he notes.

Mr. Milmoe further discloses that Skadden Arps has relationships
with certain parties-in-interest in matters unrelated to the
Debtors' Chapter 11 cases, a schedule of which is available for
free at:

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

Notwithstanding those disclosures, Skadden Arps is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code, Mr. Milmoe assures the Court.

In a supplemental declaration, Jerrold E. Salzman, Esq., of
counsel at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago,
Illinois -- jerrold.salzman@skadden.com -- notes that his firm
represents CME Group Inc., and its wholly-owned subsidiaries in
matters unrelated to the Debtors; MF Global Inc., an indirect
subsidiary of MF Global Holdings Ltd.; and MF Global UK Limited.
He is one of the Skadden lawyers primarily responsible for the
CME Group Inc. relationship.

Before the Petition Date, Mr. Salzman worked with the CME trying
to facilitate the transfer of customer accounts by the Regulated
Subsidiaries with the hope that a bankruptcy could be avoided.
When the Debtors filed these Chapter 11 cases, Skadden Arps took
steps to avoid any conflict or appearance of conflict including
advising the CME to engage separate counsel to advise it in
connection with the Chapter 11 cases, he discloses.  Subsequent
to the Petition Date, he and other lawyers have provided advice
to the CME regarding the appropriate treatment of customer
accounts and collateral that have been transferred by the
Regulated Subsidiaries pursuant to the direction of the SIPA
Trustee, the Commodity Futures Trading Commission and the Court
in the SIPA proceeding, or the UK administrator in the form of
explaining the rules, regulations and operating systems governing
the clearing house and the exchanges to the CME's bankruptcy
counsel.

The firm has also not provided any other advice to the CME that
is connected to the Debtors or the Regulated Subsidiaries'
liquidation proceedings, Mr. Salzman says.  Skadden Arps may
provide advice with respect to various inquiries, investigations
or lawsuits, including assisting the CME's other counsel to
understand the CME's rules, regulations and compliance and
auditing standards, but would not advise the CME regarding the
propriety of the conduct of the Regulated Subsidiaries or
Debtors, he tells the Court.  In light of those disclosures,
Skadden Arps does not represent an interest adverse to the
Debtors' estates or the Regulated Subsidiaries, he assures 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)


MF GLOBAL: Ch. 11 Trustee Wins Nod for Morrison as Counsel
----------------------------------------------------------
Louis J. Freeh, the Chapter 11 Trustee for the bankruptcy cases of
MF Global Holdings Ltd. and its affiliates, received the
Bankruptcy Court's permission to employ Morrison & Foerster LLP as
his counsel, nunc pro tunc to Nov. 28, 2011.

As the Chapter 11 Trustee's counsel, Morrison & Foerster will:

  (a) advise the Chapter 11 Trustee with respect to his powers
      and duties as Trustee and in the continued management and
      operation of the businesses and properties of the Debtors;

  (b) attend meetings and negotiating with creditors and
      parties-in-interest;

  (c) advise the Chapter 11 Trustee in connection with any sale
      of assets in these Chapter 11 cases;

  (d) take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on behalf
      of the Chapter 11 Trustee and the Debtors, defending any
      action commenced against the Chapter 11 Trustee or the
      Debtors, and representing the Debtors' interests in
      negotiations concerning all litigation in which the
      Debtors are involved, including, but not limited to,
      objections to claims filed against the Debtors;

  (e) prepare all motions, applications, answers, orders,
      reports, and papers necessary to the administration of the
      Debtors' Chapter 11 cases;

  (f) appear before the Court, any appellate courts, and the
      U.S. Trustee for Region 2 and protect the interests of the
      Debtors before those courts and the U.S. Trustee;

  (g) perform other necessary legal services to the Chapter 11
      Trustee in connection with the Debtors' Chapter 11 cases,
      including (i) analyzing the Debtors' leases and executory
      contracts and the assumption or assignment thereof, (ii)
      analyzing the validity of liens against the Debtors, and
      (iii) advising on corporate, litigation, and other legal
      matters; and

  (h) take all steps necessary and appropriate to bring the
      Debtors' Chapter 11 cases to conclusion.

Morrison & Foerster will be paid its professionals' customary
hourly rates, less a discount of 10%.  The professionals' current
hourly rates are:

        Title                      Rate per Hour
        -----                      -------------
        Partners                  $695 to $1,125
        Of Counsel                  $550 to $950
        Associates                  $380 to $685
        Paraprofessionals           $185 to $360

The specific professionals expected to have primary
responsibility in this engagement and their hourly rates prior to
the 10% discount are:

        Name/Title                Rate per Hour
        ----------                -------------
        Brett H. Miller, Esq.         $975
        Partner

        Lorenzo Marinuzzi, Esq.       $865
        Partner
        lmarinuzzi@mofo.com

        Melissa A. Hager, Esq.        $735
        Of Counsel
        mhager@mofo.com

        Vincent J. Novak, Esq.        $640
        Associate
        vnovak@mofo.com

        John A. Pintarelli, Esq.      $655
        Associate
        jpintarelli@mofo.com

        Erica J. Richards, Esq.       $595
        Associate
        erichards@mofo.com

        William M. Hildbold, Esq.     $445
        Associate
        whildbold@mofo.com

        Melissa M. Crespo, Esq.       $380
        Associate

        Laura Guido                   $280
        Paraprofessional

Morrison Foerster will also be reimbursed for expenses incurred.

Brett H. Miller, Esq., a partner at Morrison & Foerster LLP, in
New York, relates that his firm represents certain entities in
matters unrelated to the Debtors' Chapter 11 cases, a schedule of
which is available for free at:

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

Mr. Miller further notes that Morrison & Foerster separately
represents JPMorgan Chase, Bank of America and UBS in connection
with matters unrelated to these Chapter 11 cases. In order to
avoid any actual or apparent conflict of interest on the part of
Morrison & Foerster, the Chapter 11 Trustee, by application filed
on the same date as the Application, is seeking to retain Pepper
Hamilton as special conflicts counsel to represent the Chapter 11
Trustee, among other things, in all matters concerning those
parties.

In 2008, the Chapter 11 Trustee retained Morrison & Foerster to
assist in his role as the court-appointed examiner in the
SemCrude, L.P. et al., Chapter 11 case. Morrison & Foerster's
representation of the Chapter 11 Trustee in the SemCrude
case.  Morrison & Foerster will not represent the Chapter 11
Trustee or any of the Debtors in an adversary proceeding or other
litigation against any client of Morrison & Foerster without
obtaining appropriate waivers where necessary or appropriate, Mr.
Miller says.  Moreover, Morrison & Foerster will not represent
any client in any matter involving the Chapter 11 Trustee, the
Debtors or these Chapter 11 cases while retained as the Chapter
11 Trustee's counsel, he assures the Court.

Despite those disclosures, Morrison & Foerster is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                         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: Pepper Hamilton Okayed as Trustee's Tax Counsel
----------------------------------------------------------
Louis J. Freeh, the Chapter 11 Trustee for the bankruptcy cases of
MF Global Holdings Ltd. and its affiliates, obtained a court
authorizing his retention of Pepper Hamilton LLP, as his special
counsel, nunc pro tunc to November 28, 2011.

The firm will not withdraw as special counsel to the Chapter 11
Trustee prior to the effective date of any Chapter 11 plan in the
Debtors' bankruptcy cases without prior Court approval, according
to the court order.

As the Chapter 11 Trustee's special counsel, Pepper Hamilton will
render these services relating to:

  (a) Tax issues including: tax audits and refunds; affiliates
      (including off-shore captive insurance company); and
      employee benefit issues related to tax and Employee
      Retirement Income Security Act matters; and insurance
      matters affecting the Debtors' estates including off-shore
      captive insurance company, directors and officers
      insurance and errors and omissions insurance;

  (b) WARN Act Litigation matters captioned Green et al. v. MF
      Global Holdings Ltd., Adv. Case No. 11-0291 (MG) and
      Thielmann et al. v. MF Global Holdings Ltd. et al., Adv.
      Case No. 11-2880 (MG) and insurance litigation related to
      insurance claims, defenses and indemnities;

  (c) Advice regarding miscellaneous real estate issues
      involving leases, furniture, fixture and equipment
      relating to the Debtors' relocation and employment issues
      affecting the operation of the remaining business of the
      Debtors' estates;

  (d) Any matters as to which Morrison & Foerster LLP has a
      conflict involving JPMorgan Chase, Bank of America or UBS,
      A.G. and their affiliates;

  (e) Appearing before the Court and representing the Chapter 11
      Trustee's interests with respect to those matters for
      which Pepper has been engaged; and

  (f) Performing all other necessary legal services and
      providing all other necessary legal advice to the Chapter
      11 Trustee in connection with those matters for which
      Pepper Hamilton has been engaged.

The principal professionals at Pepper Hamilton who are expected
to have primary responsibility in this engagement are:

     Name/Title                          Rate per Hour
     ----------                          -------------
     Joseph Del Raso, Esq.                    $850
     Partner
     delrasoj@pepperlaw.com

     David B. Stratton, Esq.                  $700
     Partner
     strattond@pepperlaw.com

     David M. Fournier, Esq.                  $620
     Partner
     fournierd@pepperlaw.com

     Joan Arnold, Esq.                        $760
     Partner
     arnoldj@pepperlaw.com

     Kevin Johnson, Esq.                      $575
     Partner
     johnsonkm@pepperlaw.com

     Charles Leasure, Esq.                    $615
     Of Counsel
     leasurec@pepperlaw.com

     Evelyn J. Meltzer, Esq.                  $405
     Of Counsel
     meltzere@pepperlaw.com

     John H. Schanne, II, Esq.                $310
     Associate
     schannej@pepperlaw.com

     Christopher Lano                         $215
     Paralegal

Pepper Hamilton's representation of the Chapter 11 Trustee may
require the active participation of additional professionals
whose customary hourly rates are:

           Title                         Rate per Hour
           -----                         -------------
           Partner and Counsel            $380 to $825
           Associates                     $240 to $435
           Paraprofessionals               $75 to $215

Pepper Hamilton will also be reimbursed for expenses incurred.

David B. Stratton, Esq., a partner of Pepper Hamilton and co-
chair of the firm's Corporate Restructuring and Bankruptcy
Practice Group, in New York, discloses that his firm represented
and may represent these entities in matters unrelated to the
Debtors' Chapter 11 cases, a schedule of which is available for
free at:

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

Despite those disclosures, Mr. Stratton insists that Pepper
Hamilton is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                         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)


MHM EQUITIES: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MHM Equities LLC
        320 Roebling Street, Suite 623
        Brooklyn, NY 11211

Bankruptcy Case No.: 12-41291

Chapter 11 Petition Date: February 24, 2012

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.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/nyeb12-41291.pdf

The petition was signed by Asher Neuman, managing member.


MONEY TREE: Creditors Committees Want Omnibus Group Formed
----------------------------------------------------------
The Official Committees of Unsecured Creditors for The Money Tree,
Inc. and The Money Tree of Georgia, Inc., ask U.S. Bankruptcy
Court for the Middle District of Alabama to consolidate the
Committees on an ex parte basis.

On Jan. 27, 2012, the Committees held a joint organizational
meeting and retained Greenberg Traurig, LLP as their counsel.  The
members of the Committees have voted unanimously to request that
the Committees be consolidated into an Omnibus Official Committee
of Unsecured Creditors in these cases.

The Committees relate that the relief will streamline the creditor
committee deliberative processes, reduce administrative expenses
in the case, and lower the administrative burdens on the Court and
other parties in interest in dealing with the Committees.

The Committees believe that the consolidation of the Committees
into an omnibus committee will increase the ability of unsecured
creditors in these cases to speak with a unified, strong voice
while increasing efficiency in these jointly administered cases.

                     About The Money Tree Inc.

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.


MONTPELLIER HOLDING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Montpellier Holding Company, LLC
        c/o Groner & Eckard, P.C.
        53 King Street, 3rd Floor
        Christiansted, VI 00820

Bankruptcy Case No.: 12-10001

Chapter 11 Petition Date: February 23, 2012

Court: United States Bankruptcy Court
       District Court of the Virgin Islands
       Bankruptcy Division (St. Croix)

Judge: Mary F. Walrath

Debtor's Counsel: Mark W. Eckard, Esq.
                  GRONER & ECKARD, P.C.
                  53 King Street, 3rd Floor
                  Christiansted, VI 00820
                  Tel: (340) 773-3660
                  Fax: (340) 773-3650
                  E-mail: mwe@gronereckard.com

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

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

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

The petition was signed by Jeff Teel, manager.


MSR RESORT: Paulson Resorts, Hilton Sparring on Management Rights
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hilton Worldwide Inc. and the five resorts that
Paulson & Co. and Winthrop Realty Trust foreclosed early last year
filed motions saying there are no disputed facts and thus no need
for trial on a lawsuit in bankruptcy court that may decide whether
the resorts can end Hilton's right to manage three of the
properties.

The report recounts that in the complaint filed in December, the
resorts say that Hilton never disclosed it had agreements where
the resorts' owners pledged not to end the management contracts.
If the non-disturbance agreements are enforceable, the nonbankrupt
owners of the resorts may be precluded as a practical matter from
ending the contracts.  The bankruptcy judge in New York scheduled
a trial for March 12 through 14 on whether the non-disturbance
agreements are enforceable.

According to the report, in papers filed last week, the resorts
argue the non-disturbance agreements were waived when they weren't
disclosed, as required. Hilton has several technical arguments to
show that neither the bankrupt resorts nor their non-bankrupt
owners have any right to rely on the non-disclosure.  The resorts
have been saying they can't propose a reorganization plan until
resolution of the Hilton lawsuit and a separate dispute over a
hotel management agreement with an affiliate of Marriott
International Inc.

                         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.


MSR RESORT: Court Extends Plan Exclusivity Until April 4
--------------------------------------------------------
Joseph Checkler of Dow Jones Daily Bankruptcy Review reports that
Judge Sean H. Lane gave MSR Hotels & Resorts until April 4, 2012,
to file a bankruptcy exit plan.  Judge Lane also extended until
June 3 the date within which MSR can solicit creditor votes on the
plan.

According to the report, MSR originally asked for a longer
extension but, throughout the case, the judge and the resorts
group have agreed to smaller extensions of time.  Without the
approval, the resorts group's control to file a plan would have
been due to expire on Feb. 25 and exclusivity regarding creditor
votes would have been due to run out on April 26.

The report says MSR lawyers said they hoped eventually to give
"full recovery for creditors [other than Hilton Worldwide] and a
significant recovery to existing equity."

                          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 an 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.


MSR RESORT: Judge Approves Settlement With Marriott
---------------------------------------------------
Joseph Checkler of Dow Jones Daily Bankruptcy Review reports that
Judge Sean H. Lane approved on Feb. 21, 2012, a settlement between
MSR Resort Golf Course LLC and Marriott International Inc. over
damages that the resorts group must pay to terminate a management
agreement with Marriott, as the Paulson & Co.-owned organization
prepares to sell one of its most lucrative properties.

MSR has a deal to sell the Doral Golf Resort & Spa in Miami to
Donald Trump or to a higher bidder if one emerges at an auction
later this month, but the deal was subject to a settlement with
Marriott.  The settlement gives Marriott an unsecured claim
against several of the bankrupt entities but leaves out one key
detail: the amount of money Marriott will get.

The report, citing court documents, says Perkins Coie LLP's David
M. Neff, a lawyer for an MSR property managed by Marriott rival
Hilton Worldwide, argued that the amount shouldn't be kept private
unless a party will be subject to a "scandalous or defamatory
matter."  Mr. Neff said the resorts group won't disclose the
amount out of "fear that Hilton will use that knowledge in its own
negotiations" with MSR over its own management agreements.

The report relates that the resorts are currently in litigation
over management agreements with Hilton, whose Waldorf Astoria
brand manages three of the resorts in bankruptcy: the Arizona
Biltmore Resort & Spa in Phoenix, Hawaii's Grand Wailea Resort
Hotel & Spa and the La Quinta Resort & Club in Palm Springs,
Calif.  A lawyer for the resorts group pointed out in court that
Hilton was the only party that objected to non-disclosure of the
price, the report says.

                          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.


NCL CORP: Moody's Assigns 'Caa1' Rating to $100-Mil. Notes
----------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to NCL
Corporation Limited's proposed $100 million senior unsecured bonds
due 2018. Moody's affirmed the company's B2 Corporate Family
Rating, and B2 rating on its 11.75% senior secured notes. Moody's
also upgraded the company's Speculative Grade Liquidity rating to
SGL-2. The proceeds from the proposed bond offering will be used
to reduce outstanding loans under the company's senior secured
revolver. Approximately 90% of NCL's total debt will be
structurally senior to the proposed unsecured notes. As a result,
the new unsecured bonds are rated two notches below NCL's CFR
pursuant to Moody's Loss Given Default methodology.

RATINGS RATIONALE

The upgrade of NCL's SGL rating reflects rising cash flow that can
support the company's maintenance capital spending needs and
mandatory debt amortization without reliance on external sources.
The company maintains a $609 million revolver that expires in
2015. Moody's notes that NCL's revolver is subject to a $46.875
million commitment reduction in April and October through 2015.
This shrinking level of available liquidity detracts from the
company's liquidity profile. Nevertheless, Moody's expects
availability under the revolver to remain solid at above $450
million through 2012. NCL has a committed export financing in
place that will be drawn to finance delivery of its new ships in
2013 and 2014.We expect NCL will remain covenant compliant over
the next 12-18 months.

The B2 Corporate Family Rating reflects NCL's high leverage
(debt/EBITDA 5.8 times), modest interest coverage (EBIT/Interest
1.7 times), improving but still anemic macro-economic conditions
that could dampen the pace of cruise price improvement, and the
company's need to absorb a 30% debt financed capacity increase
between 2013 - 2014. Ratings also reflects the company's improving
profitability and return profile, its well know brand -- Norwegian
Cruise Line -- and young age of its cruise ship fleet that enables
NCL to effectively compete against its larger rivals, including
Carnival (A3, stable) and Royal Caribbean (Ba1, stable).

The rating outlook remains stable despite sluggish macro-economic
conditions and rising fuel costs given Moody's view that a modest
increase in cruise ticket prices will lead to a slight improvement
in NCL's leverage and coverage metrics over the next 12 to 18
months. While reported credit metrics may deteriorate slightly in
2013 and 2014 due to debt finance capacity expansion, Moody's
currently expects the returns will be good and any deterioration
to be temporary.

The ratings could be upgraded if the demand environment remains
strong enough to support a solid return on new ship deliveries in
2013 and 2014 and if the company reduces debt to EBITDA to around
5.25 times and can sustain it at or below that level.

The ratings could be downgraded if for any reason, there is a
meaningful deterioration in cruise pricing or debt/EBITDA
increases above 6.5 times.

Rating assigned

$100 million senior unsecured notes due 2018 at Caa1 (LGD 6, 94%)

Rating upgraded:

Speculative Grade Liquidity Rating to SGL-2 from SGL-3

Ratings affirmed and assessments updated:

Corporate Family Rating at B2

Probability of Default Rating at B2

$450 million 11.75% guaranteed senior secured notes due 11/15/2016
at B2 (LGD 3, 45%) from (LGD 3, 46%)

$250 million senior unsecured notes due 2018 at Caa1 (LGD 6, 94%)
from (LGD 6, 95%)

The principal methodologies used in rating NCL Corporation were
Global Lodging & Cruise Industry published in December 2010, and
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

NCL Corporation Limited, headquartered in Miami, operates 11
cruise ships that offer itineraries in North and South America as
well as Europe. Revenues for the twelve months ended September 30,
2010 was approximately $1.4 billion.


NCL CORPORATION: S&P Rates $100-Mil. Senior Notes Add-On at 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said Miami, Fla.-based NCL
Corporation Ltd.'s proposed add-on of $100 million to the
company's senior unsecured notes due 2018 is rated 'B+'. "The
recovery rating is '4', reflecting our expectation for average
(30% to 50%) recovery for lenders in the event of a payment
default. Although the completion of the proposed add-on would
reduce recovery prospects by increasing the aggregate amount of
senior unsecured notes due 2018 to $350 million, the outcome of
our recovery analysis indicates that recovery prospects would
remain in the 30% to 50% range (albeit shifting to the low end
from the high), so our recovery rating would remain at '4'. NCL
will use the proceeds to reduce its outstanding revolver balance,"
S&P said.

"Our 'B+' corporate credit rating on NCL reflects Standard &
Poor's Ratings Services' assessment of the company's financial
risk profile as 'highly leveraged' and our assessment of its
business risk profile as 'fair', according to our criteria," S&P
said.

"Our assessment of NCL's financial risk profile as highly
leveraged reflects high debt levels and our expectation that total
lease-adjusted debt to EBITDA may remain in the low-6x area under
our performance expectations for 2012, which is weak for the
rating; EBITDA coverage of interest would be in the mid-2x area,
which is good for the rating," said Standard & Poor's credit
analyst Emile Courtney. "Over the intermediate term, we expect
leverage to improve to below 6x."

"Our assessment of NCL's business risk profile as fair is based on
its position as the third-largest cruise operator in the North
American market (behind Carnival Corp. and Royal Caribbean Cruises
Ltd.), significant capital requirements to fund new ship building,
an inability to pull back spending once a ship order is committed,
and the cruise industry's sensitivity to the economic cycle. These
risk factors partly are offset by management's success in
executing operating improvements over the past few years," S&P
said.

"While it is difficult to assess the degree to which the Costa
Concordia grounding could affect the overall cruise sector, we
believe this event will weigh on booking trends for NCL and other
cruise brands this year. Carnival reported fleet-wide booking
volumes (excluding the Costa brand) declined in the mid-teens
percentage area between Jan. 16, 2012 and Jan. 25, 2012. Royal
Caribbean Cruises reported that overall booking volumes from North
America fell in the low- to mid-teens percentage area between the
Jan. 13, 2012 accident and its Feb. 2, 2012 earnings report. NCL
did not report the impact on booking trends in its Feb. 13, 2011,
earnings report," S&P said.


NEVADA CANCER: Wants Plan Filing Deadline Extended to May 30
------------------------------------------------------------
Nevada Cancer Institute asks the Bankruptcy Court to extend its
exclusive deadline to file a Chapter 11 plan through May 30, 2012,
and to solicit acceptances of that plan until July 30.

Although the Debtor has filed a plan that is supported by the
Official Committee of Unsecured Creditors, Bank of America, N.A.,
as agent, and the lenders under the Debtor's prepetition credit
agreement, and although the Court has set a schedule for
solicitation with respect to and confirmation of that plan, the
Debtor seeks an extension of its exclusivity periods in an
abundance of caution.

The Court has calendared the hearing on plan confirmation for
April 23, 2012, which is over three weeks following expiration of
the existing Plan Filing Exclusivity Period on March 31, 2012.  If
for any reason the plan currently before the Court is not
confirmed, and the Debtor seeks to amend its plan or file a new
plan, the Debtor asserts it should have the exclusive right to do
so, and the exclusive right to solicit acceptances to that plan.

The Debtor clarifies it does not seek the requested extension to
pressure anyone.

As previously reported by the Troubled Company Reporter on
Feb. 16, 2012, the Court approved the Disclosure Statement
describing the Amended Chapter 11 Plan of Reorganization for
Nevada Cancer Institute, dated Jan. 31, 2012.

Under the Plan, holders of Allowed General Unsecured Claims will
share pro-rata in the Net Trust Assets, i.e., any Unsecured
Creditor Cash, any cash realized from the Claims, rights and
causes of action vested in the Creditor Trust, less the costs of
realizing those recoveries, objecting to General Unsecured Claims,
and administering the Trust.

The hearing to consider extension of the Exclusive Periods will be
held on March 27, 2012, at 1:30 p.m.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada.
The Debtor previously operated and maintained a state-of-the-art
outpatient cancer treatment and research facility in the Summerlin
community of Las Vegas (the "Flagship Building") and provided
comprehensive management services to physicians employed by the
oncology medical group, Ruckdeschel Manno, Ltd. dba Nevada Cancer
Institute Medical Group (the "Medical Group," and together with
the Debtor, "NVCI").  This cancer treatment facility was
designated by the State of Nevada as the State's official cancer
institute.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.
Michael L. Tuchin, Esq., Martin R. Basrash, Esq., and Courtney E.
Pozmantier, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and
Robert M. Charles, Jr., Esq., and Dawn M. Cica, Esq., at Lewis and
Roca LLP, represent the Debtors as bankruptcy counsel.  Kurtzman
Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette e. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

The Debtor underwent a significant prepetition operational
restructuring, and, after commencing this case, sold the Flagship
Building to the Regents of the University of California on behalf
of its UC San Diego Health System in a Court-approved sale
pursuant to Bankruptcy Code section 363 that closed on Jan. 31,
2012.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Regents of the University of California on behalf of its UC
San Diego Health System, is represented by James W. Kapp, III,
Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEVADA CANCER: Can Hire Hooper Lundy as Regulatory Counsel
----------------------------------------------------------
The Bankruptcy Court authorized Nevada Cancer Institute to employ
Hooper, Lundy and Bookman, P.C., as its special healthcare and
regulatory counsel.

Hooper Lundy's current hourly rates range from $555 to $755 for
partners, $545 to $625 for senior counsel, $310 to $540 for
associates, and $260 to $305 for paralegals.  Mark Reagan and
Stephen Phillips are the partners expected to be the most active
in this case, and their current hourly rates are $685 and $590,
respectively.  The Debtors will also reimburse Hooper Lundy for
its expenses.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada.
The Debtor previously operated and maintained a state-of-the-art
outpatient cancer treatment and research facility in the Summerlin
community of Las Vegas (the "Flagship Building") and provided
comprehensive management services to physicians employed by the
oncology medical group, Ruckdeschel Manno, Ltd. dba Nevada Cancer
Institute Medical Group (the "Medical Group," and together with
the Debtor, "NVCI").  This cancer treatment facility was
designated by the State of Nevada as the State's official cancer
institute.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.
Michael L. Tuchin, Esq., Martin R. Basrash, Esq., and Courtney E.
Pozmantier, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and
Robert M. Charles, Jr., Esq., and Dawn M. Cica, Esq., at Lewis and
Roca LLP, represent the Debtors as bankruptcy counsel.  Kurtzman
Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette e. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

The Debtor underwent a significant prepetition operational
restructuring, and, after commencing this case, sold the Flagship
Building to the Regents of the University of California on behalf
of its UC San Diego Health System in a Court-approved sale
pursuant to Bankruptcy Code section 363 that closed on Jan. 31,
2012.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Regents of the University of California on behalf of its UC
San Diego Health System, is represented by James W. Kapp, III,
Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEVADA CANCER: Court OKs Kamer Zucker Abbott as Labor Counsel
-------------------------------------------------------------
The Bankruptcy Court authorized Nevada Cancer Institute to employ
Kamer Zucker Abbott as its special labor and employment counsel.

In light of the Debtor's philanthropic mission and nonprofit
status, KZA has agreed to bill their services at rates that are
20% off of their current hourly rates:

     Attorney                 Position      Hourly Rate
     --------                 --------      -----------
     Carol D. Zucker, Esq.    Partner          $350
     Bryan Cohen, Esq.        Associate        $290
     Timothy Roehrs, Esq.     Associate        $240
     R. Todd Creer, Esq.      Associate        $240

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada.
The Debtor previously operated and maintained a state-of-the-art
outpatient cancer treatment and research facility in the Summerlin
community of Las Vegas (the "Flagship Building") and provided
comprehensive management services to physicians employed by the
oncology medical group, Ruckdeschel Manno, Ltd. dba Nevada Cancer
Institute Medical Group (the "Medical Group," and together with
the Debtor, "NVCI").  This cancer treatment facility was
designated by the State of Nevada as the State's official cancer
institute.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.
Michael L. Tuchin, Esq., Martin R. Basrash, Esq., and Courtney E.
Pozmantier, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and
Robert M. Charles, Jr., Esq., and Dawn M. Cica, Esq., at Lewis and
Roca LLP, represent the Debtors as bankruptcy counsel.  Kurtzman
Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette e. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

The Debtor underwent a significant prepetition operational
restructuring, and, after commencing this case, sold the Flagship
Building to the Regents of the University of California on behalf
of its UC San Diego Health System in a Court-approved sale
pursuant to Bankruptcy Code section 363 that closed on Jan. 31,
2012.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Regents of the University of California on behalf of its UC
San Diego Health System, is represented by James W. Kapp, III,
Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEVADA CANCER: Court Approves RB Muskin as IP Consultant
--------------------------------------------------------
The Bankruptcy Court authorized Nevada Cancer Institute to employ
RB Muskin LLC as its intellectual property consultant nunc pro
tunc to Dec. 23, 2011.  In particular, RB Muskin will:

   (1) analyze the Patent Applications and determine their current
       commercial value;

   (2) provide the Debtor with a detailed letter setting forth an
       opinion on the current commercial value of the Patent
       Applications;

   (3) consult with the Debtor by telephone regarding the
       potential disposition of the Patent Applications; and

   (4) if required by the Debtor, provide up to two hours of
       services in connection with the preparation of a
       declaration or live testimony by telephone.

The Debtor will pay RB Muskin a flat fee of $7,500 for the
provision of the Basic Services.  If RB Muskin provides services
other than the Basic Services, those services will be compensable
on an hourly basis pursuant to an application for interim or final
compensation and the entry by the Court of an order granting that
application for compensation.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada.
The Debtor previously operated and maintained a state-of-the-art
outpatient cancer treatment and research facility in the Summerlin
community of Las Vegas (the "Flagship Building") and provided
comprehensive management services to physicians employed by the
oncology medical group, Ruckdeschel Manno, Ltd. dba Nevada Cancer
Institute Medical Group (the "Medical Group," and together with
the Debtor, "NVCI").  This cancer treatment facility was
designated by the State of Nevada as the State's official cancer
institute.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.
Michael L. Tuchin, Esq., Martin R. Basrash, Esq., and Courtney E.
Pozmantier, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and
Robert M. Charles, Jr., Esq., and Dawn M. Cica, Esq., at Lewis and
Roca LLP, represent the Debtors as bankruptcy counsel.  Kurtzman
Carson Consultants LLC serves as the Debtor's claims and
noticing agent.  Alvarez & Marsal Healthcare Industry Group LLC
serves as the Debtor's restructuring advisors.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette e. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

The Debtor underwent a significant prepetition operational
restructuring, and, after commencing this case, sold the Flagship
Building to the Regents of the University of California on behalf
of its UC San Diego Health System in a Court-approved sale
pursuant to Bankruptcy Code section 363 that closed on Jan. 31,
2012.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Regents of the University of California on behalf of its UC
San Diego Health System, is represented by James W. Kapp, III,
Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEW CENTAUR: Moody's Assigns 'B3' CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and stable outlook to New Centaur, LLC (Centaur). Moody's also
assigned a B2 (LGD3, 41%) rating to the proposed $240 million
first lien senior secured credit facilities that will consist of a
$10 million senior secured revolving credit facility and a $230
million senior secured term loan.

Proceeds from the issuance will be used to refinance the company's
existing $160 million first lien and $62.7 million second lien
term loans. The current capital structure also includes $51.7
million of notes at Centaur Holdings, LLC or Holdco (Centaur's
parent company), and was put in place post Centaur's emergence
from Chapter 11 in October 2011. The Holdco notes will remain in
place and are unrated by Moody's.

These ratings were assigned (subject to Moody's review of final
terms and conditions):

Corporate Family Rating -- B3

Probability of Default Rating -- B3

$10 million 5-year first lien senior secured revolving credit
facility -- B2 (LGD3, 41%)

$230 million 6-year first lien senior secured term loan -- B2
(LGD3, 41%)

Rating outlook: stable

RATING RATIONALE

The B3 CFR reflects Centaur's small size, single asset profile and
modest operating margin as compared to other more diversified
multi-asset gaming operators in the US. The rating also
incorporates Moody's expectation that debt/EBITDA (including the
15-year Holdco PIK Notes) will likely remain high, at above 6.0
times in the next 12-18 months, despite the fact the company's
pre-petition debt obligations were reduced by more than half
through the Chapter 11 reorganization process. Additionally,
Hoosier Park Racing & Casino near Indianapolis, IN -- Centaur's
only gaming asset and sole source of debt repayment -- will face
additional competition as large casinos in Ohio open and other
neighboring states contemplate either legalizing or expanding
gaming in the near to medium term.

"The rising competitive pressure in the next few years will likely
affect some of Centaur's outer markets particularly in the north,
resulting in flat to slightly negative revenue growth and modest
free cash flow generation for deleveraging," commented Moody's
lead analyst John Zhao.

Positive rating consideration is given to Hoosier Park's
established market position, favorable demographics and population
density within 75 miles of the casino site and continued growth in
slot win per unit (WPU) per day. While the casino experienced a
decline in late 2009 and early 2010 when Centaur's predecessor,
Centaur, LLC (Oldco), filed for Chapter 11, year over year monthly
gaming revenue has been generally positive since the second half
of 2010. Hoosier Park's WPU steadily improved to about $300 in
December 2011 from around $250 in December 2009. In addition,
Hoosier Park was able to modestly increase its market share to
just shy of 50% in its key Indianapolis feeder market, which has
been historically split half between Hoosier Park and Indianapolis
Downs -- the only other gaming facility in the Indianapolis market
about 40 miles away. Moody's expects the Indianapolis market will
continue to grow at a low single digit pace, which will help
offset some of the competitive pressure in the outer markets.

The stable rating outlook reflects Moody's view that near term
revenue growth will be constrained by new competition, the still
weak overall economy and a lack of new growth catalysts, such as
the opening of table games at Hoosier Park. The outlook also
anticipates a good liquidity profile, supported by a meaningful
cash balance, modest free cash flow generation and maintenance of
borrowing capacity under the new $10 million revolver.

In addition, while Moody's acknowledges the potential positive
impact on EBITDA of a potential reduction in the State of Indiana
gaming tax should the state legislators pass the bill (Bill 140)
that proposes the reduction, Moody's projected credit metrics do
not incorporate the tax saving benefit since there is no assurance
that the bill will eventually pass. Further, in Moody's view, even
if favorable tax legislation is passed, it would not be sufficient
for an immediate rating upgrade. The company would also need to
sustain the improved credit metrics that would likely result from
the expected tax savings in the face of increasing competition
from neighboring states, which is likely to accelerate in the
coming year. Also, Moody's would consider the incremental
financial and execution risks that could arise from a potential
large debt-financed acquisition -- as contemplated by the debt
incurrence test in the credit agreement -- in light of the
company's past history of a failed gaming development venture in
Pennsylvania that in part led to the company's unsustainably high
leverage and subsequent bankruptcy in 2009.

A higher rating would require the company to improve and sustain
debt to EBITDA to below 5.0 times and EBIT/interest above 2.0x.
Downward rating pressure could arise if debt to EBITDA increases
above 7.0 times or if EBIT to interest drops below 1.0 times and
liquidity deteriorates.

The B2 ratings on the revolver and the term loan, both one notch
above the B3 CFR, reflect the benefits of their first priority
perfected lien on substantially all assets and the support of the
lower-priority HoldCo PIK Notes that provide first loss
absorption.

New Centaur, LLC, through its subsidiary, Hoosier Park, LLC, is
the owner and operator of Hoosier Park Racing & Casino, a casino
and race track located approximately 35 miles northeast of
Indianapolis, Indiana. Hoosier Park currently features 1,880 slot
machines and 19 electronic table games. For the LTM period ended
December 31, 2011, Hoosier Park generated net revenue of $230.2
million.

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


NSG HOLDINGS: S&P Raises Rating on $286-Mil. Term Loan to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on NSG
Holdings LLC's $286 million senior secured term loan facility
maturing 2014 ($78.9 million outstanding as of September 2011),
$32.5 million senior secured synthetic letter of credit (LOC)
facility maturing 2014, and $514 million senior secured notes due
2025 ($441 million outstanding as of September 2011) to 'BB+' from
'BB'. "At the same time, we revised the outlook to stable from
positive," S&P said.

"NSGH is a wholly owned subsidiary of Northern Star Generation LLC
(not rated), which owns or has beneficial interest in 10 electric
generation facilities having a combined capacity of about 1,572
megawatts (MW; gross) or about 1,196 MW (net). The facilities are
in four states, and eight of the 10 assets currently have power
purchase agreements (PPA) or tolling agreements that expire
between 2012 and 2027. Gilberton operates as a merchant facility
in the PJM wholesale market, and the Cambria plant became a
merchant facility in PJM as well in March 2011 after its PPA
expired," S&P said.

"Northern Star Generation LLC is jointly owned by UBS Northern 'C'
LLC, a wholly owned indirect subsidiary of UBS International
Infrastructure Fund, and OTPPB US Power LLC, a subsidiary of the
Ontario Teachers' Pension Plan Board. In NSGH, ownership interests
in the various assets are subdivided into three intermediate
holding companies. NSG Holdings I LLC holds ownership interests
in the Cambria plant and portions of the Mulberry, Orange,
Orlando, and Panther Creek plants. NSG Holdings II LLC holds
ownership interests in the ACE, Colver, Gilberton, NCA#1, and
Vandolah plants. NSG Holdings IV LLC holds the remaining interests
in Mulberry and Orange," S&P said.

"The 'BB+' rating incorporates risks," said Standard & Poor's
credit analyst Trevor D'Olier-Lees, "such as a mismatch between
energy payments and fuel costs at three of the Florida plants
contributing 83% of the cash flow under our base case, which could
lead to margin erosion over the debt's tenor."

Mr. D'Olier-Lees also said that when natural gas prices are low
and coal prices are stable or rising (as they are currently),
these plants tend to generate improved margins.

"However," he added, "considering NSGH's long debt tenor and the
volatility in these commodities, we see risks in the project's
unpredictable cash flows."

"The stable outlook reflects our expectation of likely higher debt
coverage levels and improved quality of cash flows to NSGH through
debt maturity due to the replacement gas contracts at Orange and
Mulberry, the two major cash contributors to NSGH; low gas prices;
and lower debt after the sale of two assets tempered with the
uncertainties associated with the new tolling agreement at the
Vandolah plant (we do not have a copy of the replacement
contract)," S&P said.

"Hence, in absence of contract, we treat Vandolah as a merchant
facility starting on June 1, 2012. Currently, we view the quality
of cash flow for NSGH as about '4' (somewhat predictable) and
expect a likely average debt service coverage ratio (DSCR) of
about 2.4x from 2012 through the debt's tenor under our base
case," S&P said.

"Although less likely due to risk associated between energy
payments and fuel costs, assuming the company maintains a
comparable combination of quality of cash flow and coverage, we
could raise the rating after we review the new Vandolah contract
and terms and conditions of any additional debt. We could also
lower the rating if the credit profile weakens due to operational
and or market conditions," S&P said.


OCWEN FINANCIAL: Fitch Affirms 'B+' LT IDR; Outlook Negative
------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) and short-term IDR of Ocwen Financial Corp. (Ocwen) at 'B+'
and 'B', respectively.  The Rating Outlook is Negative.

The affirmation reflects the company's leading position in the
nonconforming and nonperforming (subprime) residential mortgage
servicing market, proven loss mitigation capabilities, and cost
advantages provided by offshore staffing and technology.  Rating
constraints reflect the company's ability to sustain growth in the
longer term.  Fitch believes the company's expertise for servicing
subprime loans will remain in demand in the near term.  In the
longer term, however, ratings may come under pressure as continued
consolidation and the overall share of the subprime market shrinks
due to lack of originations since 2007.

Over the last two years, Ocwen has significantly grown its
servicing portfolio through acquisitions, most recently purchasing
the servicing rights to the Litton portfolio from Goldman Sachs.
At Dec. 31, 2011, Ocwen serviced approximately 671,623 loans with
an aggregate unpaid principal balance (UPB) of $102.2 billion,
making the company the largest subprime servicer in the U.S. and
the 12th largest servicer overall.  In addition to Ocwen's planned
purchase of the Saxon and JPMorgan servicing portfolios in the
first quarter of 2012, the company is planning a sale of a portion
of its servicing assets to a newly formed company called Home Loan
Servicing Solutions, Ltd. (HLSS).  This transaction is expected to
close in early March 2012.

Proceeds from the sale of Ocwen's servicing assets are expected
primarily to be used to acquire additional servicing portfolios
and pay down outstanding debt, which is expected to reduce the
company's leverage and yield greater earnings consistency over
time, given the absence of valuation adjustments and a decline in
interest costs.   However, a significant portion of the company's
revenues going forward are likely to come from subservicing
revenue received from HLSS. Additionally, in Fitch's view, any
positive impact from Ocwen's de-leveraging could be constrained
due to the shifting of balance sheet leverage from Ocwen to HLSS,
on which a significant portion of its future revenue will be
dependent.

The revision of the Rating Outlook to Negative is supported by
Fitch's concern regarding Ocwen's significant growth over the last
year and its continuing ability to integrate large portfolio
acquisitions onto its servicing platforms without potential
disruptions. In addition, heightened regulatory scrutiny for the
overall sector has increased the company's operational risk
profile that may put additional pressure on the company's margins.
Fitch recently downgraded Ocwen's primary and special servicer
ratings to 'RPS3' and 'RSS3', respectively.  Fitch believes that
the recent downgrade of Ocwen's servicer ratings will make it more
difficult for the company to grow through acquiring additional
subprime MSR portfolios.

While Fitch believes that positive momentum in the rating is
currently limited, the Outlook could return to Stable if Ocwen is
able to decrease overall leverage and sustain recent improvements
in liquidity and capitalization, while generating consistent
operating cash flows through measured growth.  Fitch would also
view positively the company's ability to effectively manage its
key strategic initiatives that would, in the longer term, help
Ocwen enhance its operating leverage.

Negative rating actions could result from the company's growth
strategy, should the company pursue future acquisitions that would
require a substantial cash outlay and incremental debt that would
negatively impact Ocwen's leverage above Fitch's expectations.
Integration risk, materializing in service disruptions due to
difficulty bringing onboard large portfolio acquisitions that
would ultimately hurt cash flow generation could also yield
negative rating actions.

Ocwen Financial Corporation (NYSE: OCN), through its subsidiaries,
is a leading provider of residential and commercial mortgage loan
servicing, special servicing and asset management services.  Ocwen
is headquartered in Atlanta, Georgia, with offices in West Palm
Beach and Orlando, Florida; Houston, Texas; McDonough, Georgia;
and Washington, DC with support operations in India and Uruguay.
Ocwen is a Florida corporation organized in February 1991.  As of
Dec. 31, 2011, the company had $4.7 billion in assets.

Fitch affirms the following ratings:

Ocwen Financial Corp.

  -- Long-term IDR at 'B+'; Negative Outlook;
  -- Short-term IDR at 'B'.


OPEN RANGE: Reorganization Converted to Chapter 7
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Open Range Communications Inc. sought and obtained an
order converting its Chapter 11 case to Chapter 7 liquidation.
Unable to sell the business as a going concern and forced to sell
the assets piecemeal at auction, the company voluntary sought an
end to the Chapter 11 effort.  The Debtor said it was unlikely to
have a reorganization plan resolving the Internet provider's
potential claims against the U.S. Department of Agriculture over a
$267 million loan.  The official committee of unsecured creditors
supported the proposed conversion.  In Chapter 7, a trustee will
liquidate the remaining assets of the company.

                         About Open Range

Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate.  Open Range disclosed about $115.1 million in
assets and $102.8 million in debts.  Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.

Judge Kevin J. Carey presides over the case.  Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel.  Logan & Co. serves as claims agent.  FTI
Consulting, Inc., provided a chief restructuring officer, Michael
E. Katzenstein; an associate chief restructuring officer, Chris
Lewand; and hourly temporary staff.  The petition was signed by
Chris Edwards, chief financial officer.

In December 2011, Open Range shut down operations after failing to
get the broadcast spectrum it needed, problems with network
quality and vendors, and the "sporadic" flow of money from a
$267 million federal loan, of which Open Range owes a balance of
$73.5 million.

Open Range hired RB Capital LLC and Heritage Global Partners Inc.
as auctioneers and sales agents to conduct an auction of the
assets.


PACIFIC AVENUE: Developers Agree to Pay $3 Million Under Deal
-------------------------------------------------------------
Kerry Singe at charlotteobserver.com, citing a settlement reached
in bankruptcy court, reports that EpiCentre developers Afshin
Ghazi and George Cornelson III will pay $1.5 million each and give
up ownership and involvement in the uptown entertainment complex.

In return, the project's new lender, Blue Air 2010 LLC, will
release the men from future litigation and the bankruptcy trustee
will no longer investigate claims that the men fraudulently
transferred money before putting the complex into Chapter 11
bankruptcy protection.  Blue Air 2010, a group of investors that
owns the EpiCentre's loan, is set to become the new owner if a
proposed reorganization plan is confirmed by the bankruptcy court,
according to the report.

The report says a hearing on a proposed reorganization plan was
postponed until next month so Blue Air could revise it.  If the
bankruptcy court approves the plan, it would remove a cloud of
uncertainty that has swirled for nearly two years over the
EpiCentre project.

The report relates that the combined $3 million to be paid by
Messrs. Ghazi and Cornelson will be added to $1.1 million held in
escrow and used to pay unsecured general creditors.  Mr. Ghazi
will also no longer be involved with the EpiCentre's popular movie
theater, Mez restaurant, Kazba nightclub and parking deck.

Messrs. Ghazi and Cornelson will also give up the air rights to
the center.  The report notes the air rights are valuable not only
because they control future development such as high-rises, but
because they are tied to millions of dollars in potential revenues
from the EpiCentre's parking deck.

The report says Blue Air and the trustee have accused Messrs.
Ghazi and Cornelson of insider dealing, falsified bookkeeping and
making numerous false statements in court, according to court
filings.

The report adds that Blue Air bought the EpiCentre's $94 million
loan in fall 2010, four months after Messrs. Ghazi and Cornelson
put the project into bankruptcy protection.  The project's
original lender, Regions Bank, had started to foreclose on the
project.

The report relates that the settlement agreements reached with
Messrs. Ghazi and Cornelson will be sealed when they are filed
with the court.  Attorneys will provide a summary of the key terms
of the agreements, which will be incorporated into the proposed
reorganization plan, which could be filed next week.

                       About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.  The companies were led by
Afshin Ghazi.

Pacific Avenue LLC filed for Chapter 11 bankruptcy protection
(Bankr. W.D. N.C. Case No. 10-32093) on July 22, 2010.  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.

Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue LLC.


PACIFIC LUMBER: Noteholder Case Settled for $7.5 Million
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the buyers of Scotia Pacific Co. and affiliate
Pacific Lumber Co. settled the two remaining disputes with holders
of what had been $800 million in claims secured by California
timberland.  The settlement obviates what could have been a third
and fourth trip to the U.S. Court of Appeals in New Orleans.

The report recounts that the bankruptcy judge approved the
Chapter 11 plan in a confirmation order in July 2008 where
Marathon Structured Finance Fund LP and Mendocino Redwood Co.
bought Scotia and Palco for $580 million cash and the conversion
of $160 million of debt into equity.  The plan gave the
noteholders $513 million in cash in full satisfaction of their
claims. The plan was approved by use of the so-called cramdown
process because the noteholders voted against the plan.  The
bankruptcy judge in Corpus Christi, Texas, approved the plan after
finding that the $513 million was all the timberland was worth.

The noteholders took the case to the appeals court twice.  On both
occasions, the circuit court largely upheld confirmation of the
plan while remanding the case to the bankruptcy court for
recalculation of payments owing to the noteholders.  One remaining
dispute involved the potential for requiring payment of an
additional $29.7 million to the noteholders while the second had a
$9 million exposure for the new owners.  Each dispute was in a
separate litigation and could have resulted in two more trips to
the circuit court in New Orleans.  The dispute over the
$29.7 million was scheduled for trial in bankruptcy court in
March. The $9 million dispute had been decided in district court
against the noteholders.

To resolve both disputes, the company agreed to pay the
noteholders an additional $7.5 million.

The most recent appeal in district court was Bank of New York
Mellon Trust Co. v. Humboldt Rewood Co., 11-259, S.D. Tex. (Corpus
Christi).

                       About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company and its
subsidiaries operated in several principal areas of the forest
products industry, including the growing and harvesting of redwood
and Douglas-fir timber, the milling of logs into lumber and the
manufacture of lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection (Bankr. S.D. Tex. Case Nos. 07-20027
through 07-20032) on Jan. 18, 2007. Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  Kyung S. Lee, Esq., at Diamond McCarthy
LLP, is Scotia Pacific's co-counsel, replacing Porter & Hedges
LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
estimated assets and debts of more than $100 million.  Scotia
Pacific disclosed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest filed competing plans for the Debtors -- The Bank of New
York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

On July 8, 2008, the Court confirmed the Modified First Amended
Joint Plan of Reorganization With Technical Modifications for the
Debtors, which was proposed by Marathon Structured Finance Fund
L.P., Mendocino Redwood Company, LLC, and the Official Committee
of Unsecured Creditors.

The Debtors emerged from bankruptcy protection on July 30, 2008.
The Reorganized Entities have been renamed as Humboldt Redwood
Co., under the management of Mendocino Redwood.



PONCE DE LEON: Wants Stipulation on Cash Collateral Access OK'd
---------------------------------------------------------------
Ponce De Leon 1403 Inc., asks the Hon. Enrique S. Lamoutte Inclan
of the U.S. Bankruptcy Court for the District of Puerto Rico to
approve a stipulation authorizing the use of cash collateral until
April 2012.

The Debtor and PRLP 2011 Holdings LLC entered into a stipulation
authorizing the limited use of the cash collateral to satisfy
certain operating expenses.

The stipulation provides that, among other things:

   -- Upon the consummation of each sale of the three units, not
      less than 70% of the proceeds of the sale will be paid to
      PRLP at the closing of the sale, the remaining 30% of the
      proceeds will be paid to the Debtor to cover not more than
      the expenses described in the budget; and

   -- Upon the consummation of the sale of any additional unit
      sold, not less than 90% of the proceeds of the sale will be
      paid to PRLP at the closing of the sale.  The remaining 10%
      of the proceeds will be paid to the Debtor to cover not more
      than the expenses described in the budget.

As adequate protection from diminution in value of the lender's
collateral, the Debtor will grant the lender a replacement lien on
all assets and collateral acquired from the Petition Date through
the stipulation end date.

The Debtor also agreed to maintain adequate insurance on all of
the collateral from and after the Petition Date.

The Debtor set a hearing on March 13, 2012, at 10:00 a.m., on its
motion seeking approval of the cash collateral stipulation.
Objections, if any, are due March 12.

                      About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., at C. Conde & Assoc., in Old San Juan,
Puerto Rico, represents the Debtor as counsel.

U.S. Bankruptcy Court for the District of Puerto Rico has
granted Ponce De Leon 1403 Inc. permission to employ Doris Barroso
Vicens as accountant, with compensation to be paid in such amounts
as may be allowed by the Court.


PONCE TRUST: Chapter 11 Filing Stops Condo Foreclosure
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ponce Trust LLC, the owner of the 125-unit
residential condominium at 1300 Ponce de Leon Boulevard in Coral
Gables, Florida, filed for Chapter 11 reorganization and
immediately filed papers hoping the bankruptcy judge will remove a
receiver who's been operating the property since July.

Ponce Trust, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 12-14247) in Miami, on Feb. 22, 2012.

The residential condominium unit is worth $19 million.  Currently,
83 units are unoccupied while 40 have been rented.

The secured lender is MUNB Loan Holdings LLC, owed $37.3 million.
The mortgage matured in 2011.


RANGE RESOURCES: Moody's Assigns 'Ba3' Rating to $500-Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Range Resources
Corporation's (Range) new $500 million of senior subordinated
notes due 2022. Proceeds from the new notes will be used initially
to pay off the borrowings under the company's senior secured
credit facility. Over the course of 2012, the proceeds are
expected to be used to fund a portion of Range's $1.6 billion
capital expenditure budget. The Corporate Family Rating of Ba2 is
unaffected and the rating outlook is stable.

"The Ba2 rating for Range reflects its scale and reserve
replacement efficiency, both of which could support a higher
rating," said Stuart Miller, Moody's Vice President -- Senior
Analyst. "However, the plan to significantly out-spend internally
generated cash flow in 2012 and the relatively weak ratio of
retained cash flow to debt constrains the rating at this time."

RATINGS RATIONALE

Range has the scale of most of Moody's Ba1 rated companies
including Newfield Exploration (Ba1 stable), Pioneer Natural
Resources (Ba1 stable), and QEP Resources (Ba1 stable). At year
end 2012, the company reported total proved reserves of 842
million Boe, 48% of which were proved developed. If not for the
sale of its Barnett Shale properties in April 2011, the year end
reserve figures would have represented a 43% increase over the
prior year and production would have increased by 36%. Despite the
sale, reserves and production increased 14% and 12%, respectively.

We expect the pace of growth to continue in 2012, in part, because
of Range's large acreage positions across a number of plays
including the Marcellus Shale. The Marcellus Shale accounted for
82% of the company's proved reserves at year end 2011. The large
acreage position provides Range with the opportunity to focus its
drilling in the liquids-rich areas of the play where condensate
and natural gas liquids contribute to better overall return on
investment in the depressed natural gas price environment. In
addition, the relatively contiguous nature of the Marcellus Shale
has led to drilling and operational efficiencies, as well as very
attractive finding and development costs that are below $4.00 per
Boe.

Range has announced a capital budget of $1.6 billion for 2012
which compares to Moody's estimates for cash flow from operations
of between $800 to $900 million. Therefore, Moody's expects the
company to increase its debt balance materially over the next 12
months. Based on historical results, production and reserve
increases will likely keep pace with the higher debt level.
However, the ratio of retained cash flow to debt will likely
remain weak at about 30% to 35%. Moody's believes this is a
differentiating factor from the companies that Moody's rates Ba1 -
- these peers report ratios that range from 45% to 70%. Moody's
believes the ratio of retained cash flow to debt is a useful
measure to determine how quickly a company can repay its debt
after current-period fixed cash expenses.

The stable outlook can accommodate the current level of leverage
given the company's scale and track record of adding reserves at
attractive costs. To be considered for an upgrade, Range would
need to improve the ratio of retained cash flow to debt to at
least 40% and maintain the ratio of debt to average daily
production close to $20,000 per Boe. Both of these ratios will
remain pressured as long as Range continues to significantly out-
spend its internally generated cash flow. A downgrade may be
appropriate if the company's capital productivity stalls which
would be signaled by an increase in leverage. If the ratio of debt
to average daily production approaches $30,000 per Boe, a negative
outlook becomes increasingly likely.

The principal methodology used in rating Range Resources
Corporation was Moody's Global Exploration and Production (E&P)
rating methodology, published in December, 2008. 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 Range Resources Corporation are:

LT Corporate Family (domestic currency) Rating of Ba2

Probability of Default Rating of Ba2

Senior Subordinate (domestic currency) Rating of Ba3

Senior Unsec. Shelf (domestic currency) Rating of (P)Ba3

Senior Subordinate Shelf (domestic currency) Rating of (P)Ba3

LGD Senior Subordinate (domestic currency) Assessment of 66 - LGD4

Range Resources Corporation, with annual revenues of $1,219
million is a mid-sized independent exploration and production
company that is headquartered in Fort Worth, Texas.


RANGE RESOURCES: S&P Assigns BB Rating to Sr. Subordinated Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to Fort Worth, Texas-based
exploration and production (E&P) company Range Resources Corp.'s
proposed $500 million senior subordinated notes due 2022. "The '3'
recovery rating indicates our expectation of a meaningful (50%
to 70%) recovery in the event of default. The company expects to
use the proceeds to repay borrowings under its credit facility,
fund 2012 capital expenditures, and for general corporate
purposes," S&P said.

"The ratings on Range Resources reflect our assessment of the
company's business risk profile as 'fair'. This assessment
reflects the cyclical and capital-intensive nature of the E&P
industry, currently weak natural gas prices, and the company's
large capital expenditure program. The ratings also incorporate
Range Resources' low-cost structure, leading position in the
Marcellus shale play, and ample liquidity. As of Dec. 31, 2011,
Range Resources had approximately $2.0 billion in debt, adjusted
for operating leases and accrued interest," S&P said.

Rating List

Range Resources Corp.
Corporate Credit Rating                BB/Stable/--

New Rating
Range Resources Corp.
$500 mil sr sub notes due 2022         BB
  Recovery Rating                       3


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.


RCS CAPITAL: Files First Amended Disclosure Statement
-----------------------------------------------------
RCS Capital Development, LLC, et al., filed with the Bankruptcy
Court, on Feb. 14, 2012, a First Amended Disclosure Statement
concerning Second Amended Plan of Reorganization.

The Debtor will sell the Ann Road Property pursuant to Section
363(c) of the Bankruptcy Code and pay off the lien held by the
City of North Las Vegas for unpaid property taxes and development
fees.  To the extent any proceeds remain after paying the City of
North Las Vegas Secured Claim, the proceeds will be used to pay
allowed non-priority unsecured claims.

The Debtor will use the equity it owns in the Ann Road Property
and its profit participation interest in the Russell Road Property
to pay 100% of all Allowed general unsecured claims, except any
claim made by ABC Learning Centres.  All Allowed non-ABC unsecured
claims will receive a payment on the Allowed claim, plus accruing
interest, either 30 days after the sale of the Ann Road Property,
and a separate payment after the Russell Road Property is sold or
30 days after the Effective Date of the Plan, whichever is later.
ABC claims to be owed approximately A$42,000,000 as of March 2009,
when the Australian Dollar was worth 65 cents US, which means ABC
is owed approximately US$27,300,000, plus interest.  The Debtor
will offset ABC's claim with its judgment against ABC, which is
worth approximately US$55,000,000.

A copy of the Amended Disclosure Statement is available at:

     http://bankrupt.com/misc/RCS_CAPITAL_ds_1stamended.pdf

                         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.


SAAB AUTOMOBILE: Ally Financial Wants to Bar US Unit's Cash Use
---------------------------------------------------------------
Ally Financial Inc., formerly known as GMAC Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to prohibit the use
of cash collateral by Saab Cars North America, Inc.

Ally tells the Court that as of the Petition Date, it was in
constructive possession of all of the Debtor's vehicle collateral
-- inventory of motor vehicles and chassis.

As of Dec. 27, 2011, the Debtor is obligated to pay Ally
$61,080,054 plus all of the contingent obligations which may
mature and become liquidated as a result of the obligation to
repurchase vehicles.

Ally asserts that it has not consented to the use of the cash
collateral, and no Court order has been entered.  As of the filing
of the motion, the Debtor has failed to provide Ally with any
factual or legal basis demonstrating its ability or its intention
to provide sufficient adequate protection to Ally for any
contemplated use of cash collateral.

Ally set a March 2, 2012, hearing at 11:00 a.m., on its objection
to the use of cash collateral.

Ally is represented by:

         Charles M. Tatelbaum, Esq.
         HINSHAW & CULBERTSON LLP
         One East Broward Boulevard, Suite 1010
         Ft. Lauderdale, FL 33301
         Tel: (954) 467-7900
         E-mail: ctatelbaum@hinshawlaw.com

         James F. Harker, Esq.
         Scott T. Earle, Esq.
         COHEN, SEGLIAS, PALLAS, GREENHALL & FURMAN, P.C.
         Nemours Building, Suite 1130
         1007 North Orange Street
         Wilmington, DE 19801
         Tel: (302) 425-5089
         E-mails: JHarker@cohenseglias.com
                  searle@cohenseglias.com

                   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.


SEA TRAIL: Plan Confirmation Hearing Scheduled for March 22
-----------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District Of North Carolina will convene a hearing on
March 22, 2012, at 2:00 p.m., to consider the confirmation of Sea
Trail Corporation's Plan of Reorganization.

The Court conditionally approved the disclosure statement dated
Jan. 26, 2012.

The Court fixed March 13, as the last day for filing written
acceptances or rejections of the Plan, and filing and serving
written objections to the Plan.

According to the Disclosure Statement, the Plan contemplates a
continuation of the Debtor's business while it markets its assets
in an orderly manner.  In accordance with the Plan, the Debtor
intends to satisfy creditor claims from income earned through
continued operations of its business and from the sale of
property, or through the conveyance of real property.

The Debtor's assets consist of real and personal property located
in Brunswick County, North Carolina.  All property owned by the
Debtor that will be sold pursuant to this Plan will be sold free
and clear of all liens, encumbrances, claims, interests, or other
obligations.

Under the Plan, in the event that a distribution of cash is made
to creditors in Class 25 and 26, creditors holding Allowed claims
will receive distributions pro rata.

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

                    About Sea Trail Corporation

Sunset Beach, North Carolina-based, Sea Trail Corporation operates
the Sea Trail Golf Resort and Conference Center.  The Debtor's
business operations are comprise of three operating divisions,
including the golf division, the convention and resort division,
and the real estate division.

Sea Trail Corporation filed a Chapter 11 petition (Bankr. E.D.N.C.
Case No. 11-07370) on Sept. 27, 2011, in Wilson, North Carolina.
The Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Stubbs & Perdue P.A. is
the Debtors' attorney.  McIntyre, Paradis, Wood & Company CPA's
PLLC is the Debtor's accountants.  The Finley Group, Inc., is the
Debtor's financial consultant.

Sea Trail Corporation's official committee of unsecured creditors
retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.


SECURITY NATIONAL: Can Access Cash Collateral Thru March 20
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
pursuant to a fifth interim order, Security National Properties
Funding III LLC and its affiliates to use cash collateral of
prepetition lenders through the conclusion of the final hearing
scheduled for March 20, 2012, at 4:00 p.m.

As reported by the Troubled Company Reporter on Jan. 10, 2012, the
parties with an alleged interest in the cash collateral are Bank
of America, N.A., in its capacity as administrative agent for
itself and other lenders under the prepetition credit agreement,
and Banc of America Securities LLC, as sole arranger and sole book
manager.

The Debtors intend to use the cash collateral to (i) maintain
their operations and provide funding to affiliates; (ii) pay
certain prepetition obligations; and (iii) pay disbursements.

As adequate protection, the Administrative Agent is granted
replacement liens in (a) all postpetition rents generated by the
qualified properties and (b) the qualified properties, with the
same priority as the administrative agent's prepetition liens in
the cash collateral.

         About Security National Properties Funding III

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Andrew R. Remming, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc.
serves as the Debtors' claims and notice agent.  The Debtors'
scheduled assets total $24,758,433 while scheduled liabilities
total $354,657,501.


SECURITY NATIONAL: Creditors' Proofs of Claim Due March 1
---------------------------------------------------------
Creditors of Security National Properties Funding III LLC are
required to file their proofs of debt by March 1, 2012, to be
included in the company's dividend distribution.

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Andrew R. Remming, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc.
serves as the Debtors' claims and notice agent.  The Debtors'
scheduled assets total $24,758,433 while scheduled liabilities
total $354,657,501.


SHOPPES OF LAKESIDE: Modifies Plan Ahead of March 21 Hearing
------------------------------------------------------------
Shoppes of Lakeside, Inc,. entered into separate stipulations with
creditors Vystar Credit Union and ARS Investors I LP-2011-1 JAX
regarding the treatment of their claims under the Debtor's Amended
Plan of Reorganization dated April 20, 2011.

The Court set a March 21, 2012 hearing to consider the
confirmation of the Debtor's Plan.

The Debtor and Vystar Credit agree to modify the Plan to provide
that the Debtor will pay the Claim of Vystar Credit in the amount
of $354,349 in full for a period of 7 years according to a twenty-
year amortization schedule with an interest rate of 5.5%.

The Debtor and ARS Investors stipulate that the Debtor will pay
ARS Investors' secured claim of $368,671 in full for five years
according to a twenty-year amortization schedule with an initial
interest rate of 5.25%.

As previously reported by the TCR on Jan. 24, 2012, the Court has
approved the adequacy of the information of the disclosure
statement filed by Shoppes of Lakeside, Inc., on April 20, 2011,
and the addendum filed on Oct. 20, 2011.

Pursuant to the Plan terms, general unsecured claims will be paid
100% distribution, together with 5% interest, over 84 months.
With respect to the one shareholder who owns 100% equity interest
in the Debtor, no distribution will be made until all prior
classes are paid in full.

                          Plan Objection

Putnam State Bank asks the Court to deny confirmation of the Plan
for failure to account for the provision of the Court's order
granting the Debtor's motion for use of cash collateral dated
Sept. 30, 2010, which states that "interest on the obligation to
Putnam State Bank will continue to accrue at the contract rate
nunc pro tunc as of the Petition date until further order of this
Court."

The Plan proposed to pay PSB's claim at 4% interest for 24 months
with monthly payments for 5 years thereafter based on a 21 year
amortization with a balloon in 7 years.  PSB asserts the 4%
interest is inappropriate under Section 1129(a)(7) or (9) of the
Bankruptcy Code.

                   About Shoppes of Lakeside Inc.

Neptune Beach, Florida-based Shoppes of Lakeside, Inc., holds
title to and generates income from residential and commercial
buildings and unimproved land in Duval County.  The Debtor owns 45
commercial properties and 10 residential properties.  The Debtor
filed for Chapter 11 bankruptcy protection on June 15, 2010
(Bankr. M.D. Fla. Case No. 10-05199).  Taylor J. King, Esq., at
the Law Offices of Mickler & Mickler, in Jacksonville, Fla.,
represents the Debtor as counsel.  The Company disclosed
$39,894,050 in assets and $37,748,101 in liabilities.

As reported in the Troubled Company Reporter on Sept. 21, 2011,
the Debtor disclosed $39,128,747 in assets and $37,748,101 in
liabilities.


SINO-FOREST: Former Investor Sues Paulson's Hedge Fund
------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a former investor
in John Paulson's hedge funds is suing Paulson's firm, alleging it
failed to conduct sufficient due diligence into Sino-Forest Corp.
before and after purchasing shares of the Chinese forestry
company, an investment that cost Paulson & Co. nearly $500
million.

                      About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest disclosed mid-January 2012 that holders of a majority
in principal amount of its Senior Notes due 2014 and its Senior
Notes due 2017 have agreed to waive the default arising from the
Company's failure to release its 2011 third quarter financial
results on a timely basis.

Pursuant to the waiver agreements, the Company has agreed to make
the US$9.775 million interest payment on its 2016 Convertible
Notes that was due on Dec. 15, 2011.  The Company also has agreed
to continue to pay when due interest on the Convertible Notes due
2013 and 2016 and on the Senior Notes due 2014 and 2017.


SLAVERY MUSEUM: IRS Revokes Federal Tax Exempt Status
-----------------------------------------------------
NBC12.com reports that the Internal Revenue Services has
revoked the National Slavery Museum's federal tax exempt status,
meaning the museum can not receive tax-deductible charitable
contributions.  The IRS said it revokes the status if an
organization fails to file for three years.

The report notes that, in a recent plan filed in court to get out
of bankruptcy, the museum pledged to raise $900,000 a year.

The United States National Slavery Museum, based in Richmond,
Virginia, filed for Chapter 11 protection (Bankr. E.D. Va. Case
No. 11-36013) on Sept. 21, 2011.  Judge Douglas O. Tice, Jr.,
presides over the case.  Sandra Renee Robinson, Esq., at Robinson
Law & Consulting Firm, P.C., represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


SNEAKERS JAX: Files for Chapter 11 With Reorganization Plan
-----------------------------------------------------------
Mark Basch, contributing writer at the Jacksonville Daily Record,
reports that Sneakers Jax Beach LLC submitted a Chapter 11 plan of
reorganization the day it sought for bankruptcy protection.

According to the report, the disclosure statement filed for the
Sneakers Jax listed the restaurants' managing member Gregory Pratt
as the sole owner.  Gregory Pratt is Nicholas Pratts' brother and
the founder of the Sneakers concept.

The report says the disclosure statement disclosed that Sneakers
Jax got a $1 million loan to fund technology and capital
improvements in 2007 and 2008.  But then the recession hurt
business.

Based in Jacksonville Beach, Florida, Sneakers Jax Beach, LLC
filed for Chapter 11 protection on Jan. 31, 2012 (Bankr. M.D. Fla.
Case No. 12-00533).  The Law Office of Brett A. Mearkle,
represents the Debtor.  The Debtor listed asset of $1,880,500, and
liabilities of $2,182,918.


SNEAKERS SPORTS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Mark Basch, contributing writer at Jacksonville Daily Record,
reports that Sneakers Sports Grille Point Meadows Inc. filed a
Chapter 11 petition on Feb. 18, 2012.  It disclosed assets of
$2.94 million and debts of $5.25 million.

According to the report, Sneakers Sports has not yet filed a
reorganization plan.  Last week, U.S. Bankruptcy Judge Jerry Funk
issued an order allowing the restaurant to continue in operation
as it goes through Chapter 11.

Sneakers Sports' petition listed Nicholas Pratt as the 40% owner
of the company and his wife Susan as the owner of the other 60%.

The report notes that First Guaranty Bank & Trust Co. was recently
taken over by CenterState Bank of Florida.  CenterState is working
with the restaurants on their plans to restructure the debts.

The report adds that Sneakers Sports said it expects to file its
restructuring plan in the next few days.


SNOKIST GROWERS: Bidding Protocol Gives Unfair Edge to Truitt
-------------------------------------------------------------
Mai Hoang at Yakima Herald-Republic reports that several groups
argued before U.S. Bankruptcy Court on Feb. 21, 2012, that the
bidding process for Snokist Growers provides an unfair advantage
for lead bidder Truitt Brothers.

According to the report, Snokist is seeking court approval for a
$42.5 million bid -- plus up to $3 million in deferred payments --
from the Salem, Ore.-based food processor that wants to relocate
pear-canning operations to the Snokist facilities.

The report says Del Monte Corp., which has canneries in Yakima and
Toppenish and plans to submit a bid, says current guidelines
create an uneven playing field.  For one, most of the bid to beat
-- $37.3 million -- is secured debt that is contingent on Truitt
Brothers receiving financing to pay off that debt.

Yakima Herald-Republic relates that Del Monte said other bids
should be compared to Truitt Brothers' cash offer of about
$5.15 million.  Del Monte plans to offer $11.5 million in cash.

Key Bank, one of Snokist's secured creditors, also objected.

According to the report, most felt the proposed "break-up fee"
payable to Truitt Brothers was not justified.  The fee is 2% of
the winning purchase price.  At the $42.5 million bid by Truitt
Brothers, the fee would be $849,000.

The report says, in its objection, the U.S. trustee notes that
since other companies have to outbid Truitt Brothers, the fee
would actually be higher.  As a result, other bidders would have
to offer an amount that would be higher than the sum of Truitt
Brothers' $42.5 million bid, the break-up fee and an additional
$100,000.

The report, citing court documents, says Truitt Brothers clarified
that it would be open to a break-up fee that just covered the
actual expenses related to the bid, including due diligence,
attorney fees, consulting fees and travel expenses.  Truitt
estimates that it has spent about $734,396 on the bid.

The report says Snokist continues to maintain that the Truitt
Brothers' bid will best satisfy creditors.

                      About Snokist Growers

Headquartered in Yakima, Washington Snokist Growers --
http://www.snokist.com/-- is a century-old cooperative of fruit
growers.  Snokist provides fresh and processed pears, apples,
cherries, plums, and nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor scheduled $69,567,846 in assets and
$73,392,906 in liabilities.  The petition was signed by Jim Davis,
president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq. -- rays@mcewengisvold.com --
at McEwen Gisvold, LLP.  Counsel for KeyBank National Association
is Bruce W. Leaverton, Esq., at Lane Powell, P.C., in Seattle.

Robert D. Miller Jr., the United States Trustee for Region 14,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Snokist Growers.  The
Committee is represented by Metiner G. Kimel, Esq., at Kimel Law
Offices.

Keybank is represented by Bruce W. Leaverton, Esq., and Tereza
Simonyan, Esq., at Lane Powell PC


SOLO CUP: Fitch Withdraws 'CCC' Senior Subordinated Notes
---------------------------------------------------------
Fitch Ratings has affirmed and withdrawn all ratings for Solo Cup
Company (Solo Cup). Ratings include:

  -- IDR at 'B-';
  -- Senior secured Notes at 'BB-/RR1';
  -- Senior secured revolving credit facility at
     'BB-/RR1';
  -- Senior subordinated notes at 'CCC'/RR5.

Fitch has withdrawn the aforementioned ratings for business
reasons.

The rating affirmation is a result of a recent 8-K filing by the
company.  Solo Cup's board of directors has approved the payment
of retention bonuses to key senior level management only in the
event upon the completion of a transaction involving a change in
control of the company occurring prior to June 1, 2012.  The
retention bonus could be paid upon the termination of the
executive's employment.  Consequently, Fitch believes this
significantly increases the event risk related to a change in
strategic direction.  The secured notes and subordinated notes
both contain a change of control covenant.

Potential outcomes could include Solo Cup being consolidated into
a stronger packaging entity, which likely results in the acquiring
company removing excess industry capacity.  Current economic and
industry conditions have reduced discretionary consumer income and
affected demand for single use products and caused a usage shift
from national brands to lower margin private label products.  In
addition, increasing raw material pricing and pricing challenges
have contributed to issues managing negative margin spread.

Longer-term standalone prospects for Solo Cup are constrained if a
change in control does not occur.  Fitch believes that until labor
markets show improvement and excess industry capacity is reduced,
future spending levels by consumers is uncertain and pricing
pressures will continue to limit revenue and margin growth while
constraining free cash flow.

A decision would also need to be made on the longer-term ownership
position of Vestar Capital Partners (Vestar).  Vestar owns
approximately 33% of Solo Cup Investment Corp (SCIC) and controls
the board of directors.  In 2015, SCIC is required to redeem the
$240 million of convertible participating preferred stock owned by
Vestar, including all accrued and unpaid dividends, on the
eleventh anniversary of its issuance. By maturity, Fitch estimates
the total preferred stock obligation in excess of $600 million.
Fitch believes the company would likely need to address the
ownership issue before any refinancing of existing debt occurs
within Solo Cup's capital structure.  Solo Cup's ABL revolver
(June) and secured notes (November) mature in 2013.


SOLYNDRA LLC: Wants DIP Loan Termination Date Moved to June 2
-------------------------------------------------------------
Solyndra LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the "Commitment Termination Date"
as defined in the final order authorizing the Debtors to (i)
obtain postpetition secured financing and (ii) utilize cash
collateral.

The final order entered on Sept. 27, 2011, provides that all DIP
obligations of the Debtors to the DIP lender will be immediately
due and payable, and the Debtors' authority to use the proceeds of
the DIP Facility and to use cash collateral will cease, both on
the date that is earliest to occur of: (i) the date that is 180
days after the Petition Date; and (ii) the date on which the
maturity of the DIP obligations is accelerated and the commitments
under the DIP Facility are irrevocably terminated in accordance
with the DIP Credit Agreement.

Under the final order, the Debtors were authorized to use cash
collateral and to borrow up to $4,000,000 under the DIP Agreement.
Consistent with the final order, the Debtors have been providing
weekly financial reporting to key creditor constituents and
generally operating in compliance with applicable budgets.  As of
Feb. 7, there is a principal balance of $200,000 outstanding under
the DIP Agreement.

The Debtors seek an extension of the Commitment Termination Date
until June 2, 2012, in order to allow the Debtors to have
continued access to cash collateral and to borrowings available
under that certain $4,000,000 senior secured, superpriority
debtor-in-possession term loan, guaranty and security agreement.

The Debtors are soliciting consent to the proposed extended
commitment termination date from their principal secured lenders,
Argonaut Ventures I, L.L.C., as prepetition Tranche A Term Loan
Facility Representative and prepetition Tranche E Agent, and the
United States Department of Energy, as prepetition Tranche BID
Agent.  The Debtors reserve all rights to proceed on the motion,
or to propose an alternative budget, without the consent of any
creditor constituency.

                         About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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

Solyndra did not receive acceptable offers to buy the business as
a going concern.  It is going ahead with plans for piecemeal
auctions of the assets to begin Feb. 22.

Solyndra auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SOLYNDRA LLC: Judge Walrath Approves Bonuses to 20 Employees
------------------------------------------------------------
The Associated Press reports that Judge Mary Walrath approved on
Feb. 22, 2012, close to $370,000 in bonuses for 20 employees of
Solyndra LLC.

According to the report, Solyndra had proposed awarding bonuses of
up to $500,000 to as many as 21 employees, but scaled back its
request after discussions with its official creditors committee.
Solyndra, which has failed to find a buyer to operate the company
as a going concern, argued that it needs to retain key employees
with knowledge of Solyndra's complicated equipment and the
expertise required for an orderly wind-down and liquidation of
its remaining assets.

The report says the bonus plan covers 13 production engineers,
supervisors, and managers, two information technology workers, and
five accounting and compliance employees.

AP says attorneys for former Solyndra workers laid off just before
the bankruptcy filing objected to the proposed bonuses, saying
they were based on questionable performance criteria and that
Solyndra had not provided enough information about the incentive
plan.

The report relates that Judge Walrath approved the reduced bonus
request, but not before chastising a Solyndra attorney for failing
to disclose in the motion to approve the bonuses that seven of the
eligible employees had received significant pay raises after the
company filed for bankruptcy protection.

AP relates Solyndra attorney Bruce Grohsgal said the pay raises,
as much as 70% for one employee, were given to employees who found
their workloads significantly increased after Solyndra laid off
about 1,000 workers just before declaring bankruptcy.

AP says Judge Walrath said she was satisfied that Solyndra's
official committee of unsecured creditors had questioned the
proposed bonuses and negotiated a reduction in the amount.

                         About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Solyndra was set to begin piecemeal auctions of
the assets on Feb. 22.

Solyndra has auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SOLYNDRA LLC: Probe Reveals DOE Approved Partial Loan Guarantee
---------------------------------------------------------------
Gloria Gonzalez at Environmental Finance reports that the U.S.
Department of Energy may have approved a $1.4 billion partial loan
guarantee for Solyndra LLC.  According to the report, Republicans
in the House energy and commerce committee have been investigating
the DOE's $535 million loan guarantee to Solyndra for a year, but
the inquiry was expanded and propelled after the Company filed for
Chapter 11 bankruptcy.

Republicans have accused senior DOE officials of ignoring warnings
about Solyndra's fiscal health and of illegally restructuring the
agreement to allow private investors to move ahead of the
government to recover funds in the event of a default, so that
Solyndra could receive $75 million in emergency financing.

The report relates that the Republicans now say they have
uncovered documents that suggest the department may have signed
off on a partial loan guarantee for Project Amp, a $2.6 billion
project to finance solar installations on commercial and
industrial rooftops in the US, partly to help Solyndra, which
was to supply solar panels for the project's first phase.

The report notes Project Amp received a conditional commitment for
a loan guarantee in June 2011 and final approval on Sept. 28, two
days before the deadline for projects to receive guarantees under
the DOE's Section 1705 loan guarantee program.  Solyndra was no
longer an approved supplier of panels when Project Amp received
the final loan guarantee.

The report adds the Project Amp application was submitted by Bank
of America Merrill Lynch under the DOE's Financial Institution
Partnership Program.  All the cash going into the project is
coming from the private sector via a loan from BoAML, equity
financing from its owner ProLogis and partner NRG Energy and
additional funding possibly coming from other investors at a later
date.

The report says House Republicans asked the DOE to provide all
communications between officials at the DOE, Solyndra, ProLogis,
BoAML or NRG that refer to both Project Amp and Solyndra.

                         About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Solyndra was set to begin piecemeal auctions of
the assets on Feb. 22.

Solyndra has auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SOMERSET PROPERTIES: Court OKs $231,000 Cash Use in January
-----------------------------------------------------------
The Bankruptcy Court entered a fifteenth interim consent order
authorizing Somerset Properties SPE, LLC, to use cash collateral
totaling $231,366 for January 2012.  The Debtor is authorized to
use Cash Collateral for legal fees and expenses, management fees,
or other professional fees.

CSFB 2001-CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse,
LLC, claim to be the current holders of loans to Somerset, each in
the original principal amount of $15,500,000, and further claim
that the Loans are secured by liens on all of Somerset's assets.

CSFB 2001-CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse,
LLC, claim to be North Carolina limited liability companies
created for and owned by a securitized trust that purchased the
Loans from the original lender and to whom the Loans were
transferred and assigned by the Trust in anticipation of
foreclosure.

LNR Partners, LLC, is the "Special Servicer" of the Loans, and the
non-owner manager and representative of CSFB 2001-CP4 Bland Road,
LLC and CSFB 2001-CP4 Falls of Neuse, LLC.

Midland Loan Services, Inc., is the "Master Servicer" of the
Loans, asserts that it is not a manager or representative of CSFB
2001-CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse, LLC,
and asserts no interest in cash collateral.

The Debtor disputes the claims of the Lenders and Midland.

Pursuant to the Order, the Lenders are granted liens in all of the
Debtor's post-petition leases, rents, royalties, issues, profits,
revenue, income, deposits, securities, and other benefits of the
Properties to the same extent, priority, and perfection as they
have in that collateral pre-petition.

A final hearing on this matter was scheduled to be held on
Tuesday, Feb. 21, 2012, at 1:30 P.M. in Raleigh, North Carolina.
No order has been released as of press time.

A full-text copy of the 15th Interim Consent Order is available
for free at http://bankrupt.com/misc/SOMERScashcoll_15cashord.pdf

                     About Somerset Properties

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C.
Case No. 10-09210) on Nov. 8, 2010.  William P. Janvier, Esq., at
Janvier Law Firm, PLLC, in Raleigh, N.C., represents the Debtor as
bankruptcy counsel.  The law firm of Blanchard, Miller, Lewis &
Isley, P.A., in Raleigh, N.C., is the Debtor's special counsel.
The Company disclosed $36,496,015 in assets and $28,825,521 in
liabilities as of the Chapter 11 filing.


SONORA DESERT: Files Schedules of Assets and Liabilities
------------------------------------------------------
Sonora Desert Dairy L.L.C. filed with the U.S. Bankruptcy Court
its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   $10,000
  B. Personal Property            $8,081,214
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,849,704
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,878,123
                                 -----------      -----------
        TOTAL                     $8,091,214      $15,727,828

                      About Sonora Desert Dairy

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. own, among other things, roughly
8,000 head of cattle and millions of dollars of feed and supplies
used in the Dairies' operations.  Lueck Cattle Company L.L.C.
operates a "cattle replacement" program.  Bob Lueck Farms L.L.C.
owns an 1,373 acre farm near Arlington, Arizona, about one hour
south and west of the Dairies.  Lueck Farms also owns about 518
acres of real property in Rainbow Valley, on which are located
three double-40 parallel milking parlors, numerous feed lots,
numerous sheds, two sump ponds, 26 laborer homes, Mr. Lueck's home
and hundreds of acres of farm land.  Bob Lueck is the manager of
the Debtors.

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 12-00262) on Jan. 6, 2012.  Judge Charles G. Case
II presides over the case.  Daniel P. Collins, Esq., at Collins,
May, Potenza, Baran & Gillespie.  Genske Mulder & Co. serves as
the Debtors' accountants.  The petition was signed by Robert J.
Lueck, manager.

Wells Fargo Bank, which holds a first lien against the Debtors'
cattle and feed inventory, is represented in the case by Bryan
Cave LLP.  First National Bank of Altus, which asserts a senior
lien against the Debtors' real property, is represented by Snell &
Wilmer L.L.P.


SONORA DESERT: Wells Fargo Disputes Unauthorized Payments
---------------------------------------------------------
Wells Fargo Bank N.A. has complained that Sonora Desert Dairy
L.L.C. and its debtor-affiliates have been manipulating accounting
records and paying expenses of a non-debtor under the guise of a
debtor entity.

Wells Fargo noted that at the hearing earlier this month on the
Debtors' request for continued use of cash collateral for the
month of February, the Debtors agreed to remove certain items on
the budget.  After the hearing, however, the Debtors tendered a
budget to the bank that was not in accordance with their agreement
on the record at the hearing.  According to Wells Fargo, the
Debtors failed to delete the $45,000 insider payment under the
"sileage" category.  The Debtors just switched payee names from
non-debtor "Lueck Farming Partnership" to "Bob Lueck Farms," one
of the Debtors.  The Debtors added $45,000 in "feed income" to the
budget for Bob Lueck Farms and, for the first time, listed $37,260
in expenses for this Debtor.

Wells Fargo calls this a "transparent manipulation of accounting
records."  The bank says the Debtors' action is yet another reason
for the Court to appoint a Chapter 11 trustee.

Wells Fargo said it could have withdrawn its consent to any cash
collateral usage, which would have resulted in an emergency for
the Debtors.  For now, Wells Fargo said any order approving the
Debtors' use of cash collateral should provide that the Debtors
cannot make the insider payment nor may they pay expenses under
Bob Leuck Farms.

Prior Interim Cash Collateral Order permits the Debtors to
continue using cash collateral through the end of January.

Wells Fargo asserts a secured interest in the roughly 8,000 head
of cattle owned by the Dairies, together with the feed inventory
located at the Dairies' premises, which premises are located just
south of the Gila River on Tuthill Road in Rainbow Valley,
Arizona.  Wells Fargo Bank asserts a first lien position totaling
roughly $11 million against the Debtors cattle and feed inventory.
Wells Fargo was just paid nearly $600,000 when the Dairies sold
several hundred head of cattle which were no longer milking,
called the Cull Sale.  Some of the Cull Sale proceeds have not yet
been received but will be paid to Wells Fargo when they do arrive.
The Debtors believe their cattle and feed inventory that secures
the claim is worth roughly $1 million more than Wells Fargo is
owed.

First National Bank of Altus in Altus, Oklahoma is owed roughly
$14.7 million by the Debtors and is secured by a first lien
position against both the Arlington Farm and the Dairy Property.
An appraisal commissioned by Altus Bank in September 2010 valued
the Arlington Farm at $13.7 million and the Dairy Property at $23
million.  The Debtors contend the Dairy Property and the Arlington
Farm are today worth no less than the $36.7 million collective
value reflected in that Sept. 23, 2010 appraisal prepared by
Zachary P. Moore at Agri-Access.

Prior to the Petition Date, the Debtors offered to further
collateralize Wells Fargo's position with a junior lien position
against the Arlington Farm and the Dairy Property. This additional
collateral would have given Wells Fargo in excess of $20 million
of additional collateral to secure its claims of roughly $11
million.

The Debtors' proposal contained other terms and conditions,
including Wells Fargo's forbearance through the end of Dec. 31,
2012, albeit with monthly payments to Wells Fargo in the amount of
$75,000.  Wells Fargo rejected the Debtors' adequate protection
proposal and said it would seek the appointment of a receiver on
Jan. 6, 2012, prompting the Debtors to file for bankruptcy.

  About Sonora Desert Dairy, Lueck Cattle & Bob Lueck Farms

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., and
Sonora Desert Dairy III L.L.C. own, among other things, roughly
8,000 head of cattle and millions of dollars of feed and supplies
used in the Dairies' operations.  Lueck Cattle Company L.L.C.
operates a "cattle replacement" program.  Bob Lueck Farms L.L.C.
owns an 1,373 acre farm near Arlington, Arizona, about one hour
south and west of the Dairies.  Lueck Farms also owns about 518
acres of real property in Rainbow Valley, on which are located
three double-40 parallel milking parlors, numerous feed lots,
numerous sheds, two sump ponds, 26 laborer homes, Mr. Lueck's home
and hundreds of acres of farm land.  Bob Lueck is the manager of
the Debtors.

Sonora Desert Dairy L.L.C., Sonora Desert Dairy II L.L.C., Sonora
Desert Dairy III L.L.C., Lueck Cattle Company L.L.C., and Bob
Lueck Farms L.L.C. filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case No. 12-00262) on Jan. 6, 2012.  Judge Charles G. Case
II presides over the case.  Daniel P. Collins, Esq., at Collins,
May, Potenza, Baran & Gillespie.  Genske Mulder & Co. serves as
the Debtors' accountants.  Sonora Desert estimated $10 million to
$50 million in assets and debts.  The petition was signed by
Robert J. Lueck, manager.

Wells Fargo Bank, which holds a first lien against the Debtors'
cattle and feed inventory, is represented in the case by Bryan
Cave LLP.  First National Bank of Altus, which asserts a senior
lien against the Debtors' real property, is represented by Snell &
Wilmer L.L.P.


SPRINT NEXTEL: Fitch Rates Jr. Guaranteed Unsec. Notes at 'BB'
--------------------------------------------------------------
Fitch Ratings has assigned ratings to Sprint Nextel Corporation's
$2 billion notes offering.  This includes a 'BB/RR2' rating to the
junior guaranteed unsecured notes due 2020 and a 'B+/RR4' rating
to the unsecured senior notes due 2017.

The company intends to use the net proceeds from the notes
offering for general corporate purposes, which may include
redemptions or service requirements of outstanding debt, network
expansion and modernization and potential funding of Clearwire
Corporation.

The Rating Outlook on Sprint Nextel and its subsidiaries is
Negative.

The $2 billion debt issuance takes another step toward reducing
medium-term refinancing risk and fortifying Sprint Nextel's
liquidity position due to material cash requirements related to
the network modernization project and iPhone rollout.  These plans
will result in significant cash deficits for the next two years
Sprint Nextel had previously indicated requirements to raise $5
billion to $7 billion of external funding through 2013, of which
$4 billion was related to refinancings of existing debt maturities
in 2012 and 2013.  Sprint fully repaid $2.25 billion in 2012
maturities with proceeds from the $4 billion debt issuance in
November 2011.

The new debt issuance provides additional liquidity to potentially
fund a large portion of the $1.8 billion in debt maturing in 2013.
Maturities in 2014 total $1.4 billion including $1.2 billion of
Nextel Communications Inc. (NCI) debt which is callable at par
after March 15, 2012.  The $2.6 billion in maturities in 2015
include $2.1 billion of NCI debt that is currently callable at
par.  The company is also working on additional liquidity using
vendor financing with agreements expected before the end of the
second quarter.  The company's liquidity at the end of 2011 was
approximately $6.7 billion, including $5.6 billion in cash.

The junior guaranteed unsecured notes benefit from an upstream
guarantee from all material operating subsidiaries.  This
guarantee is subordinated in right of the subsidiary guarantees
under the credit agreement.  Fitch has assigned a 'BB/RR2' rating
to the junior unsecured guaranteed notes, the same as the credit
facility.  This reflects expectations for superior recovery
prospects under a bankruptcy scenario due to the relative size of
the loss cushion in the waterfall analysis behind the junior
unsecured guaranteed notes.

The Sprint Nextel credit agreement allows sizeable carve-outs for
additional senior indebtedness.  The carve-outs include unsecured
junior guaranteed indebtedness that is subordinated in right of
subsidiary guarantees to the credit facilities not to exceed $4
billion. Between the last two debt offerings, Sprint has now
issued $4 billion in junior guaranteed debt.  The unsecured junior
guaranteed debt is senior to the unsecured notes at Sprint Nextel,
Sprint Capital Corporation and Nextel Communications Inc.  The
unsecured senior notes at these entities are not supported by an
upstream guarantee from the operating subsidiaries.

The credit agreement additionally allows capacity for unsecured
senior guaranteed indebtedness of $2 billion.  This debt would
benefit from the same guarantee and rank equally in right of
payment to the unsecured credit facilities.  Vendor financing will
likely also be used, secured by network related infrastructure.
Sprint Nextel has indicated potential plans for $1 billion to $3
billion of vendor financing.

Consequently Fitch expects Sprint Nextel will pursue options for
further debt financing that will place additional indebtedness
ahead of the senior unsecured notes (no upstream guarantees)
thereby diminishing recovery prospects.  Under this scenario, the
senior unsecured notes could be downgraded an additional notch as
the capital structure further evolves during 2012.

Sprint Nextel's $2.24 billion unsecured revolving credit facility
expires in October 2013. Sprint negotiated an amendment to the
credit facility to give it cushion relief into 2013, due to
iPhone-related losses.  The leverage ratio which is currently 4.5
times (x), will reduce to 4.25x beginning in April 2012 and again
to 4.00x in January 2013.  As of Dec. 31, 2011, the ratio was
3.7x. Fitch expects Sprint would likely need to consider
parameters for a new facility by the end of 2012 given the 2013
maturity.

The ratings have limited flexibility for execution missteps,
weakened core operational results, significantly higher cash
requirements, or lack of expected benefits from the network
modernization project.  Fitch expects leverage for Sprint Nextel
to peak in the 5x range during 2012.  Leverage was approximately
4.0x at the end of the fourth quarter 2011.  As a result, Fitch
will not revise the Negative Outlook during 2012.  Continued
improvement in subscriber metrics, operating fundamentals, network
upgrade execution and iPhone related losses will be required
before a stabilization of the Outlook can occur.

The agreement that Clearwire and Sprint Nextel reached in December
demonstrates the improved relationship and better alignment of the
strategic direction between the two companies.  Sprint Nextel's
agreement with Clearwire lays the foundation for additional
commercial fourth-generation (4G) LTE capacity utilizing
Clearwire's network and spectrum in a collaborative build,
beginning in 2013.  Additionally, Sprint contributed in excess of
$300 million as an equity investment and modified terms of their
WiMAX agreement to support 4G data services including defined
payments for capacity during the next four years.

However, Fitch believes Sprint Nextel has challenges associated
with the competitive positioning of its 4G LTE plans.  Sprint's
LTE build materially lags its larger nationwide peers.  Sprint's
initial deployment of LTE over 10MHz is less than ideal from a
speed and capacity standpoint than Verizon's LTE deployment
utilizing 20 MHz of 700 MHz spectrum.  Sprint's plans also carry
much higher execution risk due to the significant network upgrades
required during the next couple of years.  In addition, the
company is dependent on Clearwire executing its 4G upgrade plans.

Clearwire's near-term funding gap has largely been filled through
a variety of sources although the company will continue to require
funding beyond the next 12 months.  This is due to operating cash
flow deficits and likely requirements to expand the 4G LTE build
beyond initial plans of 8,000 cell sites.  Fitch expects that
Sprint will need to contribute further capital which is not
included in current rating considerations.

Other companies, including AT&T and T-Mobile, have indicated the
need for additional spectrum and/or capacity for 4G data services
given the expectations for robust data demand growth.
Nonetheless, Clearwire has not yet benefited from the increased
demand for 4G data capacity with other operators and investors as
the cable companies and Google have walked away from past
significant investments.  Failure by Clearwire to reach future
additional material agreements for 4G LTE capacity or spectrum
with other operators is a cause for concern.  Consequently,
Clearwire would continue to be more reliant on Sprint for 4G LTE
usage and funding.

Fitch currently rates Sprint Nextel and its subsidiaries as
follows:

Sprint Nextel Corporation;

  -- Issuer Default Rating (IDR) 'B+';
  -- Senior unsecured credit facility 'BB/RR2';
  -- Junior guaranteed unsecured notes 'BB/RR2';
  -- Senior unsecured notes 'B+/RR4'.

Sprint Capital Corporation;

  -- IDR 'B+';
  -- Senior unsecured notes 'B+/RR4'.

Nextel Communications Inc. (Nextel);

  -- IDR 'B+';
  -- Senior unsecured notes 'B+/RR4'.


STOCKTON CALIF: S&P Lowers Issuer Credit Rating to 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating (ICR) on Stockton, Calif. to 'BB' from 'A-' and its ratings
and underlying ratings (SPURs) on appropriation debt and pension
obligation debt for which the city is obligor to 'BB-' from
'BBB+'.  Standard & Poor's also placed these ratings on
CreditWatch with negative implications.

"On Feb. 24, the city released a notice of material event that
indicated, among other developments, that it faces an immediate
and severe fiscal crisis and that the city is or likely will
become unable to meet its financial obligations when due," said
Standard & Poor's credit analyst Chris Morgan. "The CreditWatch
listings reflect our view of the uncertainty regarding the city's
capacity and willingness to meet its obligations," he added.

The material event notice indicates that city staff has
recommended that the city council, at its upcoming Feb. 28, 2012
meeting, approve a resolution that will authorize management to
prepare for Assembly Bill (AB) 506 proceedings and suspend
payments on the city's appropriation obligations that do not have
support from non-general fund sources. Depending on the result of
the confidential mediation process under AB 506, the city could
decide to declare bankruptcy under Chapter 9 of the U.S.
Bankruptcy Code.

"We anticipate resolving the CreditWatch listing on Stockton's
ICR, appropriation, and pension obligations upon further
clarification from the city relating to its intention to file for
bankruptcy as well as clarification related to the city's
financial position," S&P said.

"We will continue to monitor developments at the city and with the
parties involved, and will take future rating actions on any of
the city's obligations as we consider appropriate in accordance
with our criteria," S&P said.


STOCKTON CITY: Moody's Downgrades Issuer Rating to 'Ba2'
--------------------------------------------------------
Moody's Investors Service has downgraded the City of Stockton's
Issuer Rating to Ba2 from Baa1. The ratings on the city's 2007
pension obligation bonds and 2006 lease revenue bonds have also
been respectively downgraded to Ba3 and B1. Moody's has also
downgraded the City's water enterprise bond rating to A3 from Aa3.
All of the city's long-term ratings, including the A2 rating on
its sewer enterprise debt and the A3 ratings on two community
facilities districts' special tax bonds remain on review for
possible downgrade.

RATINGS RATIONALE

The downgrade of the Issuer Rating and general fund-supported debt
ratings (pension obligations and lease revenue bonds) primarily
reflects the Stockton city manager's proposed resolution to
suspend the city's payment of general fund supported debt and to
enter into a mediation process with its creditors. The payment
suspension would only be for the remainder of the current fiscal
year, and the city has indicated that most debt obligations would
be paid from other revenue sources. However, the proposed
suspension and entry into a mediation process demonstrates
significantly reduced willingness, if not ability, to make full
and timely debt service payments.

The downgrade also reflects the city's indication that it is in
the process of restating prior year audited financial results.
While this process is in its preliminary stages and only estimates
have been released, the potential for restatement reduces the
credibility of the city's financial reporting to date. The
preliminary estimates released by the city indicate that
adjustment to the city's fiscal 2010 audit report will likely be
negative and material.

The downgrade of the city's water revenue bonds reflects the
potential for severe liquidity pressure on the enterprise that
could result from the adoption of the resolution. If the
resolution indicates in writing that the city cannot generally pay
its debts, this could trigger the letter of credit bank supporting
much of the city's water debt to take out the bonds and demand
immediate, full reimbursement from the enterprise. While the
enterprise has a strong balance sheet and sound income statement,
it would be significantly challenged to meet a full repayment
demand.

All of the city's ratings remain on review for possible further
downgrade. Future rating action will be driven primarily by
whether or not the city adopts the proposed resolution and
clarification of the city's ability, not just its willingness, to
pay its debts.

WHAT COULD CHANGE THE RATINGS?UP

-- Significantly improved economic performance leading to a
resumption of revenue growth

-- Restored structural balance in the city's budget, whether from
revenue growth or expenditure reduction

WHAT COULD CHANGE THE RATINGS?DOWN

-- A bankruptcy filing by the city

-- Significant, negative restatement of the city's financial
results indicating a materially weaker balance sheet than had been
reported previously

-- City defaults on any capital lease obligation or other long-
term debt

-- The city's variable rate water revenue bonds become immediately
due

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


STOCKTON PUBLIC: S&P Corrects Rating on Tax Revenue Bonds to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on
Stockton Public Financing Authority, Calif.'s series 2006A tax
allocation revenue bonds and taxable series 2006B tax allocation
revenue bonds (Redevelopment Projects) to 'B+' from 'BB-'. The
outlook is negative.

At the same time, Standard & Poor's corrected its rating on Contra
Costa County Public Financing Authority, Calif.'s series 2007B
subordinate-lien tax allocation revenue bonds (Contra Costa
Centre, North Richmond, Bay Point, Rodeo and Montalvin Manor
Project Areas) to 'B+' from 'BB-'. The outlook is negative.

The ratings are based on the guarantee of bond insurance policies
provided by Radian Asset Assurance Inc. (B+/Negative).


STOCKTON VILLAGE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Stockton Village Apartments LP
        aka Stockton Village Associates
        P.O. Box 1
        Everett, WA 98206

Bankruptcy Case No.: 12-11735

Chapter 11 Petition Date: February 23, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Debtor's Counsel: Richard G Birinyi, Esq.
                  SCHWABE, WILLIAMSON & WYATT
                  1420 Fifth Avenue, Suite 3400
                  Seattle, WA 98101
                  Tel: (206) 622-1711
                  Fax: (206) 292-0460
                  E-mail: rbirinyi@schwabe.com

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

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

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

The petition was signed by David A. Bolin, Sr., general partner.


SUNCOR DEVELOPMENT: StoneRidge Developer Files for Chapter 11
-------------------------------------------------------------
Ken Hedler at the Daily Courier reports that SunCor Development
Co., developer of the StoneRidge project, filed for Chapter 11
protection in the U.S. Bankruptcy Court in Phoenix, Arizona.

"This did not come as a surprise to anybody," the report quotes
Joe Lapinsky, chief executive officer of SunCor Development Co.,
as saying.  "This has been winding down for two years."

According to the report, Mr. Lapinsky's bankruptcy announcement
came about six months after SunCor sold the remaining home sites
and golf course at StoneRidge to UniVest, a Scottsdale-based
developer.  UniVest came through after two other potential suitors
withdrew over the past two years.

The report says Walt Nagy, secretary-treasurer of the homeowners
association board at StoneRidge, said he wants to learn more about
the facts of SunCor's bankruptcy case.  He added forensic auditors
will pore over financial documents as the case proceeds.

The report relates that fears of the ramifications of SunCor's
pending bankruptcy prompted Town Manager Larry Tarkowski to
schedule meetings with homeowners in January 2011.  Mr. Tarkowski
feared at the time that SunCor's collapse would lead to homeowners
paying double the annual range of $800 to $1,000 a year into the
CFD.

The report says SunCor agreed under the terms of the ownership
change to turn over the community center to the CFD.  The
homeowners are applying the $168,609 annual lease payment for the
community center toward debt service on the CFD bond.  The
StoneRidge CFD board, which consists of the Town Council, raised
the tax rates for homeowners effective this past July 1 from $3.30
to $3.90 per $100 in secondary assessed valuation to offset the
drop in property values, the report notes.

Based in Tempe, Arizona, Suncor Development Company filed for
Chapter 11 protection on Feb. 24, 2012 (Bankr. D. Ariz. Case No.
12-03433).  Judge Randolph J. Haines presides over the case.
Thomas J. Salerno, Esq., at Squire Sanders (US) LLP, represents
the Debtor.  The Debtor estimated assets of between $1 million
and $10 million, and debts of less than $50,000.


TBS INTERNATIONAL: Class A Ordinary Shares Delisted from NASDAQ
---------------------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission on Form 25 regarding the removal from listing
or registration of TBS International plc's Class A Ordinary Shares
on the Exchange.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.


T F & S: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------
Debtor: T F & S Transport, Inc.
        P.O. Box 787
        Allenhurst, GA 31301

Bankruptcy Case No.: 12-40386

Chapter 11 Petition Date: February 24, 2012

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake, Jr., Esq.
                  JAMES L. DRAKE, JR., P.C.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  E-mail: jdrake7@bellsouth.net

Scheduled Assets: $3,012,118

Scheduled Liabilities: $1,756,620

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/gasb12-40386.pdf

The petition was signed by Shvonna R. Hearn, CEO.


TOWN CENTER: Hearing on Plea to Appoint Trustee Set for March 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on March 5, 2012, at 10:00 a.m., to
consider a request to appoint a Chapter 11 trustee in the case of
Town Center at Doral, LLC, et al.

Donald F. Walton, the U.S. Trustee for Region 21, asked the Court
to direct the appointment of a Chapter 11 trustee, and objected to
the Debtor's retention of a chief restructuring officer.

According to the U.S. Trustee, on Jan. 23, 2012, Landmark at Doral
Community Development District, U.S. Bank National Association as
indenture trustee and Florida Prime Holdings, LLC filed a motion
to convert or dismiss chapter 11 cases for bad faith filings.

In the motion to convert or dismiss, the moving parties assert
that, in violation of his fiduciary duties, Isaac Kodsi, vice
president to the Debtors, negotiated a lock up deal with Terra
World Investment, LLC to file the Chapter 11 cases and to pursue a
Plan which would transfer control of the Debtor to Terra, and in
exchange Mr. Kodsi would receive monthly compensation well as an
undisclosed success fee.

In the response, the Debtors, assert in essence the failure to
disclose a $150,000 success fee payable to Mr. Kodsi apparently
upon confirmation of the Debtors Chapter 11 plan was inadvertent
and in essence of no consequence.

The U.S. Trustee states that the Debtors assertions are inaccurate
and a chapter 11 trustee must be appointed.  The U.S. Trustee
asserts that a Chapter 11 trustee is the only appropriate party to
lead the case.  The case require an independent fiduciary to guide
the case through Chapter 11, not a V.P. that has an undisclosed
self interest which taints his ability to lead the case as a
fiduciary on behalf of the Debtor.

                        About Town Center

Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark
at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at
Doral Developers, LLC, companies associated with the aborted
Landmark at Doral development, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19,
2011, almost three years after AmTrust Bank sought to foreclose on
the project.  Town Center at Doral, LLC, posted assets of
$29,297,300 and liabilities of $166,133,171.  Isaac Kodsi signed
the petitions as vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, represents the official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TREEHOUSE FOODS: Moody's Issues Summary Credit Opinion
------------------------------------------------------
This release represents Moody's Investors Service's summary credit
opinion on TreeHouse Foods Inc. and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
TreeHouse Foods Inc..

Moody's current ratings on TreeHouse Foods Inc. are:

TreeHouse Foods Inc.:

Long Term Corporate Family Ratings (domestic currency) ratings of
Ba2;

Senior Unsecured (domestic currency) ratings of Ba2;

Senior Unsecured Shelf (domestic currency) ratings of (P)Ba2;

Speculative Grade Liquidity Rating ratings of SGL-2;

LGD Senior Unsecured (domestic currency) ratings of 53 - LGD4;

Probability of Default ratings of Ba2.

RATINGS RATIONALE

The Ba2 Corporate Family Rating is based on the company's leading
position in private label food and beverage categories; favorable
industry growth trends; proven business model; and disciplined
acquisition strategy. These strong business fundamentals are
balanced against several qualitative risks including: business
integration risk; heavy price competition in the packaged foods
sector; TreeHouse's relatively small scale; and periodic spikes in
financial leverage that is inherent in the company's growth-by-
acquisition strategy.

Rating Outlook

The stable outlook assumes at least flat operating earnings over
the next 18 months, successful integration of recent acquisitions,
and restoration of proforma leverage to below 3.5 times EBITDA
before the next major leveraged acquisition.

Moody's assumes that TreeHouse will maintain its historical pace
of debt-financed acquisition activity (about one acquisition per
year on average).

What Could Change the Rating -- Down

A downgrade in the rating could occur if core operating
performance deteriorated, the integration of an acquisition became
problematic, or financial policy grew more aggressive.
Quantitatively, if debt/EBITDA (based on Moody's analytic
adjustments) was sustained above 3.5 times EBITDA, retained cash
flow to net debt fell below 16%, or the company's earnings cushion
against bank covenant limits fell below 10%, a downgrade could
occur.

What Could Change the Rating -- Up

Given TreeHouse's relatively small size, limited operating
history, and its growth-by-acquisition strategy, an upgrade is
unlikely in the near-term. Moody's expects TreeHouse's credit
profile to strengthen over time through the successful execution
of its growth strategy, stable performance in core operations, and
the continued balanced use of debt financing.

The principal methodology used in rating TreeHouse Foods Inc. was
the Global Packaged Goods Industry Methodology published in July
2009.


TRONOX INC: Anadarko, Kerr-McGee Trying Again to Dismiss Suit
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Anadarko Petroleum Corp. and Kerr-McGee Corp. are
making another stab at dismissing the lawsuit where reorganized
Tronox Inc. is suing to recover environmental remediation costs it
was given when spun off in March 2006 from Kerr-McGee, the former
parent.

According to the report, the two defendants Anadarko and Kerr-
McGee raised three legal theories in their motion on Feb. 24:

    * One theory rests on the notion that each of the companies
      that made transfers received adequate value in return.  The
      defendants say transfers among different companies can't be
      aggregated.

    * Anadarko should be let off the hook because it didn't
      receive any property that was allegedly transferred
      fraudulently.

    * The so-called safe harbor in bankruptcy law precludes
      disgorging anything received as part of a transaction in
      securities.

Absent dismissal, there will be a trial in May where Tronox is
suing for what the bankruptcy judge said might be as much as
$15.5 billion.

The lawsuit is Tronox Inc. v. Anadarko Petroleum Corp. (In re
Tronox Inc.), 09-1198, Bankr. S.D.N.Y. (Manhattan).

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TRIDENT MICROSYSTEMS: Entropic Wins Set-Top Boxes for $65-Mil.
--------------------------------------------------------------
Lawyers from Cooley LLP announced that Entropic Communications,
Inc., has been declared the "Successful Bidder" to purchase
certain assets of Trident Microsystems' set-top box (STB) system
on a chip (SoC) business.

Entropic's $65 million bid is scheduled for approval by the U.S.
Bankruptcy Court for the District of Delaware on March 6, 2012.

According to the statement, the transaction, which provides an
important strategic opportunity for Entropic, a leading provider
of silicon and software solutions to enable connected home
entertainment, is expected to close prior to the end of the first
quarter of 2012.

Patrick Henry, president and CEO of Entropic Communications, said,
"This acquisition marks an important milestone for Entropic and is
an exciting new chapter in our company's history, enabling us to
combine our best-in-class MoCA solutions, including MoCA 2.0, with
Trident's STB SoC business to deliver a complete system solution
to the world's premier cable, telco and satellite service
providers, while expanding our total addressable market over the
next several years."

The transaction, which remains subject to customary closing
conditions, is expected to close by the end of the first calendar
quarter of 2012.  Entropic will provide additional details as to
the financial implications of the transaction and guidance for the
combined business following the close of the transaction.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that the price rose 18% at the 15-hour auction last week.
Entropic opened the auction with an initial offer of $55 million.

A national Cooley team led by partner Barbara Borden, Esq., San
Diego-based head of the firm's Mergers & Acquisitions practice and
Cathy Hershcopf, Esq., a partner in the firm's New York-based
Bankruptcy & Restructuring group, advised Entropic.  Other
attorneys closely involved in this deal were Palo Alto-based
Technology Transactions group partner Robin Lee, Palo Alto-based
Employment partner Lois Voelz, special counsel Eric Kauffman and
Rama Padmanabhan, and associates Wade Andrews, Nadya Bodansky,
Michael Klein, Scott Tanner and Alex Velinsky.

                    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.


TUCSON ELECTRIC: S&P Revises Short-Term Rating to 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services changed its short-term rating
on Tucson Electric Power Co. to 'B' from 'B-2' following a
revision of its short-term rating definition for the 'B' category
and removal of the 'B-1', 'B-2', and 'B-3' rating definitions.


TURNER FARMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Turner Farms, LLC
        245 Noah Dr
        Franklin, TN 37064

Bankruptcy Case No.: 12-01704

Chapter 11 Petition Date: February 23, 2012

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Randal S. Mashburn

Debtor's Counsel: Elliott Warner Jones, Esq.
                  Warner Jones, Esq.
                  EMERGE LAW PLC
                  1600 Division Street
                  Suite 675
                  Nashville, TN 37203
                  Tel: (615) 916-5264
                  Fax: (615) 916-5261
                  E-mail: elliott@emergelaw.net
                          warner@emergelaw.net

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

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

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

The petition was signed by James C. D. Franks, managing member.


UNITED RETAIL: Avenue Plus-Size Stores Auction on March 23
----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan has approved procedures to
test whether there's a better offer to buy United Retail Group
Inc.'s assets and business than the bid worked out prepetition
with an affiliate of Versa Capital Management.  Interested parties
are required to submit initial bids by March 15 and their official
bids by March 20.  If qualified bids are received, an auction will
be held March 23.  The hearing to approve the sale is set for
April 3.

Absent higher and better offers, Versa will purchase the business
in exchange for the loan financing the Chapter 11 case as
much as $15 million, a $2 million to wind-up the bankruptcy, carve
out $500,000 for unsecured creditors, and an additional $11.1
million to cover expenses of the Chapter 11 case along with
priority claims that must be paid in full.  In addition Versa will
pay as much as $2.2 million owing to supplier Redcats Asia Ltd.,
an affiliate of the owner. Finally, Versa will assume as much as
$4.7 million in other debt.

                      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.


WARSAW HOTEL: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
The owner of the Comfort Suites City Centre, Warsaw Hotel Partners
LLC, filed for Chapter 11 bankruptcy (Bankr. S.D. Ind. Case No.
12-_____) on Feb. 17, 2012.

Warsaw Hotel Partners is an affiliate of Dora Brothers Hospitality
Corp.  Warsaw's bankruptcy petition estimated $1 million to
$10 million in assets and debts.  The largest creditor is New
York-based German American Capital Corp., which is owed $12
million.


WENDY'S RESTAURANT: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Wendy's
Restaurants, LLC (Wendy's), including its B2 Corporate Family
Rating (CFR) and Probability of Default Rating (PDR). In addition,
Moody's changed Wendy's ratings outlook to stable from developing.

RATINGS RATIONALE

The change in outlook to stable reflects Moody's view that
operating performance will modestly improve due in part to new
product offerings and remodeled and new restaurants, although soft
consumer spending and cost inflation will limit any material
growth in earnings over the next twelve months.

The affirmation of Wendy's B2 CFR reflects the company's
relatively high leverage and modest coverage and Moody's view that
soft consumer spending and commodity inflation will continue to
negatively pressure earnings. The ratings are supported by Wendy's
strong brand awareness, meaningful scale and good liquidity.

Ratings affirmed and LGD point estimates updated are:

Wendy's Restaurants, LLC

- Corporate Family Rating at B2

- Probability of Default Rating at B2

- $150 million senior secured revolving credit facility expiring
2015 at Ba2 (LGD 2, 18% from LGD 2, 16%)

- $500 million senior secured term loan B due 2017 at Ba2 (LGD 2,
18% from LGD 2, 16%)

- $565 million guaranteed senior unsecured notes due 2016 at B3
(LGD 4, 64% from LGD 4, 61%)

Wendy International Inc.

- $100 million 7% senior unsecured notes due 12/15/2025 at Caa1
(LGD 6, 91% )

- $225 million 6.2% senior unsecured notes due 6/14/2014 at Caa1
(LGD 6, 91%)

The outlook is stable

Factors that could result in a ratings downgrade include a decline
in operating performance that results in a sustained weakening of
debt protection metrics. A downgrade could occur if debt to EBITDA
migrates toward 6.5 times or EBITA coverage of interest fell below
1.25 times on a sustained basis. Ratings could also be downgraded
if liquidity were to deteriorate.

A ratings upgrade would require a sustained strengthening of debt
protection metrics. Specifically, debt to EBITDA below 5.0 times
and EBITA coverage of interest of above 2.0 times.

The principal methodology used in rating Wendy's Restaurants, LLC
was the Global Restaurant 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.

Wendy's Restaurants, LLC., a wholly owned subsidiary of Wendy's
Company, Inc., owns, operates and franchises approximately 6,540
quick-service hamburger restaurants. Annual revenues are
approximately $2.4 billion.


WEST CORP: Files Amendment No. 9 to Form S-1
--------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission Amendment No.9 to Form S-1 registration statement
relating to an initial public offering of shares of common stock
of West Corporation.  No public market for the Company's common
stock has existed since its recapitalization in 2006.

The Company is offering [   ] of the shares to be sold in the
offering.  The selling stockholders are offering additional shares
of the Company's common stock.  The Company will not receive any
of the proceeds from the sale of the shares being sold by the
selling stockholders.

The Company has applied to list its common stock on the Nasdaq
Global Select Market under the symbol "WSTC."

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

                        http://is.gd/87VSJt

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

The Company's balance sheet at Dec. 31, 2011, showed $3.22 billion
in total assets, $4.12 billion in total liabilities and a $896.41
million total stockholders' deficit.

                         Bankruptcy Warning

The Company said that if it cannot make scheduled payments on its
debt, it will be in default and, as a result:

  -- its debt holders could declare all outstanding principal and
     interest to be due and payable;

  -- the lenders under its senior secured credit facilities could
     terminate their commitments to lend the Company money and
     foreclose against the assets securing the Company's
     borrowings; and

  -- it could be forced into bankruptcy or liquidation.

As of Dec. 31, 2011, the Company had a negative net worth of
$896.4 million.  The Company's negative net worth primarily
resulted from the incurrence of indebtedness to finance its
recapitalization in 2006.

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WESTERN POZZOLAN: U.S. Trustee Forms 3-Member Creditors Committee
-----------------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Western Pozzolan Corp.

The Committee is consist of:

         1. Glen Quirk
            10852 Len Street
            Santee, CA 92071
            Tel: (619) 301-5442
            E-mail: glenn@zonemanagementinc.com

         2. Steve Beck
            1748 Senecio Drive
            Larkspur, CO 80118
            Tel: (303) 681-3655
            E-mail: senbeck@aol.com

         3. Powerhouse, LLC
            Attn: Robert Snodgrass
            14523 W. 94th Street
            Lenexa, KS 66215
            Tel: (816) 589-6224
            Fax: (913) 948-7770
            E-mail: bobsnodgrass@powerhousenow.com

                   About Western Pozzolan Corp.

Western Pozzolan Corp. filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 12-11040) in Las Vegas, Nevada,
on Jan. 30, 2012.  Judge Mike K. Nakagawa has been assigned to the
case, taking over from Judge Linda B. Riegle.  Matthew Q.
Callister, Esq., at Callister & Associates, serves as the Debtor's
counsel.  The Debtor estimated assets of $10 million to
$50 million and debts of up to $10 million.  The petition was
signed by James W. Scott, vice president.

According to its Web site, Western Pozzolan operates the Long
Valley Pozzolan Plant in Lassen County, California.  Activities
include mining, processing, developing and marketing Pozzolan for
a variety of applications for which this inorganic, industrial
mineral is uniquely suited.

TCR's records indicate that this is not Western Pozzolan's first
bankruptcy filing.  The Debtor sought bankruptcy protection
(Bankr. D. Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.


WESTERN POZZOLAN: Taps Callister + Associates as Counsel
--------------------------------------------------------
Western Pozzolan Corp asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Matthew Q. Callister,
Esq. of Callister + Associates as counsel.

The Debtor has paid Mr. Callister, and his firm a retainer in the
amount of $15,000.  The hourly rate charges by professional
persons expected to render services are:

   a. Not exceeding $400 for attorney; and

   b. Not exceeding $125 for paralegal.

To the best knowledge of Debtor, Mr. Callister and his firm do not
hold or represent an interest adverse to the bankruptcy estate and
is a disinterested person.

The firm can be reached at:

         Matthew Q. Callister, Esq.
         823 Las Vegas Blvd., South, Suite 500
         Las Vegas, NV 89101
         Tel: (702) 385-3343
         Fax: (702) 385-2899
         E-mail: mqc@call-law.com

                   About Western Pozzolan Corp.

Western Pozzolan Corp. filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 12-11040) in Las Vegas, Nevada,
on Jan. 30, 2012.  Judge Mike K. Nakagawa has been assigned to the
case, taking over from Judge Linda B. Riegle.  Matthew Q.
Callister, Esq., at Callister & Associates, serves as the Debtor's
counsel.  The Debtor estimated assets of $10 million to
$50 million and debts of up to $10 million.  The petition was
signed by James W. Scott, vice president.

According to its Web site, Western Pozzolan operates the Long
Valley Pozzolan Plant in Lassen County, California.  Activities
include mining, processing, developing and marketing Pozzolan for
a variety of applications for which this inorganic, industrial
mineral is uniquely suited.

TCR's records indicate that this is not Western Pozzolan's first
bankruptcy filing.  The Debtor sought bankruptcy protection
(Bankr. D. Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.

The U.S. Trustee appointed three creditors to the Official
Committee of Unsecured Creditors.


WILCOX EMBARCADERO: Gets OK to Access Owens Cash Collateral
-----------------------------------------------------------
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
Owens Mortgage Investment Fund authorizes the Debtor to use cash
collateral; modify automatic stay; grant postpetition liens; and
granting adequate protection.

Pursuant to the stipulation,

   -- the Debtor will make payments on the note in the sum of
   $7,000 per month on the first day of each month, beginning on
   March 1, 2012; and

   -- Owens will continue to receive monthly payments in the
   sum of $7,000 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.


WILLIAM LYON: Emerges From Pre-Packaged Chapter 11 Reorganization
-----------------------------------------------------------------
William Lyon Homes emerged from its voluntary pre-packaged chapter
11 reorganization with the effectiveness of its plan of
reorganization having occurred on February 25.  The U.S.
Bankruptcy Court confirmed the Company's pre-packaged plan of
reorganization on February 10th, just 53 days after its plan and
related petitions were filed.

"The successful completion of the Company's recapitalization is a
major accomplishment which will help William Lyon Homes to remain
a leader in the homebuilding industry for years to come," said
Chief Executive Officer General William Lyon.

The Company has now received a capital infusion of $85 million and
reduced both the principal amount of its debt and its cash pay
interest expense, significantly strengthening its balance sheet.
Principal debt was reduced by approximately $180 million,
resulting in a 37% reduction in overall debt. Annual cash interest
was reduced by approximately 45% or nearly $25 million.

"Now that this process is complete we can refocus on executing on
our business objectives.  The Company was able to continue making
acquisitions throughout the recapitalization process, and with our
new capital structure, we look forward to bringing these and other
highly desirable projects to market.  The support of our many
stakeholders throughout this process has been a true testament to
the reputation of William Lyon Homes and the legacy of my father,"
Chief Operating Officer and President William H. Lyon stated.

"Today marks the beginning of the next phase in William Lyon
Homes' long history," said Executive Vice President Matthew R.
Zaist.  "We are extremely appreciative of the support of all of
our customers, trade and business partners, and employees. William
Lyon Homes will continue to be the premier developer of
residential communities in the Southwest for many years to come."

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal North America LLC serves as the Debtors'
financial advisors.  Kurtzman Carson Consultants, LLC, serves as
the Debtors' claims and notice agent.  The petition says assets
are $593.5 million with debt totaling $606.6 million as of
Sept. 30, 2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  The Prepetition Agent
and the Prepetition Secured Lenders are represented by David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.

No creditors committee has yet been appointed by the Office of the
U.S. Trustee.


WILSON INT'L: Camden Building Owner Files to Stop Foreclosure
-------------------------------------------------------------
Wilson International Partners LLC, the owner of the 1926-vintage
Wilson Building in Camden, New Jersey, filed for Chapter 11
protection on Feb. 21 in Delaware to stop enforcement of a
$10.7 million foreclosure judgment in favor of lender Beneficial
Mutual Savings Bank, according to a report by Bill Rochelle, the
bankruptcy columnist for Bloomberg News.

Wilson International 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.


WINDSTREAM CORP: Fitch Affirms 'BB+' LT Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the following ratings of Windstream
Corporation (Windstream)(NASDAQ: WIN):

  -- Long-Term Issuer Default Rating (IDR) at 'BB+';
  -- $1.25 million senior secured revolving credit facility due
     2015 at 'BBB-';
  -- $172 million (total) senior secured credit facility, Tranche
     A2 due 2013 and 2016 at 'BBB-';
  -- $284 million senior secured credit facility, Tranche B due
     2013 at 'BBB-';
  -- $1.054 billion senior secured credit facility, Tranche B2 due
     2015 at 'BBB-';
  -- Senior unsecured notes at 'BB+'.

In addition, Fitch has assigned the following ratings:

Windstream Corporation

  -- $280 million senior secured credit facility, Tranche A3 due
     2016 'BBB-'.

PAETEC Holding Corp. (PAETEC)

  -- IDR 'BB+';
  -- $650 million senior secured notes due 2017 'BB+';
  -- $450 million senior unsecured notes due 2018 'BB+'.

The Rating Outlook is Stable.  Other subsidiary ratings were
affirmed as listed at the end of the release.

As a result of repayment in 2011, the following rating is
withdrawn:

Windstream Corporation

  -- $1.746 billion senior unsecured 8.625% notes due 2016 'BB+'.

Windstream's ratings incorporate expectations for the company to
generate strong operating and free cash flows and to have access
to ample liquidity.  Moreover, Windstream's revenues have become
more diversified as recent acquisitions have brought additional
business and data services revenue.  Pro forma for the fourth
quarter 2011 acquisition of PAETEC, business service and consumer
broadband revenues, which both have solid growth prospects, were
67% of revenues in the fourth quarter.  These positive factors aid
in offsetting the effect of competition for consumer voice
services on the company's operations, which is Fitch's principal
concern.  There is some near-term risk regarding the integration
of the PAETEC acquisition, but in Fitch's view the risk is likely
to be modest, owing to the company's experience with acquiring and
incorporating small- and medium-sized acquisitions.

PAETEC's 'BB+' IDR and ratings assigned to its securities reflect
the guarantee provided by Windstream, which is in effect as long
as PAETEC remains a subsidiary.  Given that PAETEC's ratings are
based on the guarantee and not on a standalone analysis (PAETEC
will no longer file financial statements), Fitch has not notched
up the rating of PAETEC's secured debt. Fitch does not expect
PAETEC to be an issuer in the future.

Pro forma for the PAETEC acquisition and excluding non-cash
pension expense, leverage at the end of 2011 was 3.76 times (x)
(3.67x on a net leverage basis), slightly above the upper end of
the company's net leverage target of 3.2x to 3.4x.  Fitch also
believes leverage is slightly high for the current rating
category.  While high, Fitch recognizes leverage will come down
over time and that acquisitions which have pushed leverage higher
have diversified the company's revenue stream and improved its
growth prospects.

In 2012, Fitch expects leverage to decline to approximately 3.6x
by year-end, and fall below 3.4x by 2013.  Moderate EBITDA growth,
owing to modest revenue growth and synergies from the PAETEC
acquisition, as well as debt reduction, support prospective
leverage improvements.  In Fitch's opinion, a Negative Outlook
could arise if the company was not making progress to reduce
leverage to 3.5x or below by the end of 2013.

On Dec. 31, 2011, Windstream had $319 million available on its
$1.25 billion revolver (due December 2015) and $227 million of
cash on its balance sheet.  In February 2012, proceeds from the
$280 million Term Loan tranche A3 are expected to be used to pay
down borrowings on the revolver, thus increasing availability.
Principal financial covenants in Windstream's secured credit
facilities require a minimum interest coverage ratio of 2.75x and
a maximum leverage ratio of 4.5x.  The dividend is limited to the
sum of excess free cash flow and net cash equity issuance proceeds
subject to pro forma leverage of 4.5x or less.

As of Dec. 31, 2011, maturities for 2012 and 2013 are $194 million
and $1.254 billion respectively. Following the extension of the
maturity of $150 million of the Term Loan tranche A2 from 2013 to
2016, $1.104 billion will mature in 2013.  Fitch will monitor
Windstream's refinancing strategy with respect to the remaining
2013 maturing debt, the bulk of which will occur in July and
August of 2013.  Fitch expects free cash flow for Windstream to be
in the $225 million to $275 million range in 2012.  The company's
guidance calls for capital spending in the $1.005 billion to
$1.105 billion range, including $55 million of PAETEC integration
capital spending.  Fitch estimates capital spending will approach
17% of revenues in 2012, but will revert to a historical norm of
approximately 13% in 2013 as fiber to the tower projects, as well
as other initiatives, wind down.

Fitch has affirmed Windstream's subsidiary ratings as follows:

Windstream Georgia Communications

  -- IDR at 'BB+';
  -- $20 Million Senior Unsecured Notes due 2013 at 'BBB-'.

Windstream Holdings of the Midwest

  -- IDR at 'BB+';
  -- $100 Million Secured Notes due 2028 at 'BB+'.

The Rating Outlook for all ratings is Stable.


W.R. GRACE: Wants Plan Order Modified to Include Injunctions
------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates, the Official Committee
of Equity Security Holders, the Official Committee of Asbestos-
related Personal Injury Claimants, and the Future Claims
Representative -- the Plan Proponents -- ask the U.S. District
Court for the District of Delaware to make two limited and
specific amendments to the memorandum opinion and order that Judge
Ronald L. Buckwalter issued on January 30, 2012, affirming the
Debtors' Joint Plan of Reorganization.

The Plan Proponents seek:

  (1) an addition to the Affirmation Order to clarify that all
      the injunctions and releases in the Joint Plan, not just
      the injunction under Section 524(g) of the Bankruptcy
      Code, are approved, issued and affirmed; and

  (2) revisions to two paragraphs of the Memorandum Opinion to
      conform the opinion more closely to the language of the
      Joint Plan regarding jury trials.

The Plan Proponents believe it would be prudent at this stage and
would not cause any delay to modify the Order and the jury trial
section of the Memorandum Opinion.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that Sealed Air Corporation and
Fresenius Medical Care Holdings, Inc., whose settlement agreements
provide for payment of more than $1 billion to the trusts created
by the Joint Plan, have pointed out to the Plan Proponents that
the language in the Order does not expressly reference certain of
the Joint Plan's injunctions, in addition to the Section 524(g)
injunction, and releases that protect their rights, and have
suggested certain modification to the Order to clarify the breadth
and force of the injunctions.

Sealed Air and Fresenius are contemporaneously filing their own
motion requesting identical revised language in the Order,
according to Ms. Jones.

The section of the Memorandum Opinion relating to Libby Claimants'
jury trial argument states that, in addition to certain settlement
and alternative dispute resolution options, Asbestos PT Claimants
have a "second option" for a jury trial, Ms. Jones relates.
However, she notes, the Memorandum Opinion goes on to say that
Asbestos PT Claimants have a "third option" as well for a jury
trial outside of the Joint Plan, when in fact, the Joint Plan does
not provide a "third option," albeit it does provide an Asbestos
PT Claimant the right to pursue a jury trial against the Asbestos
PT Trust' in the tort system, in the jurisdiction where the
claimant resides, was exposed to asbestos, or filed a prepetition
lawsuit.

Ms. Jones contends that the Plan Proponents' requested wording
changes do not alter any of the Court's analysis or the bases on
which it upheld the Joint Plan's treatment of jury trial rights.
She points out that the Plan Proponents merely ask the Court to
modify certain wordings to ensure that the Memorandum Opinion is
consistent with the terms of the Joint Plan that the Memorandum
Opinion is affirming.

                      Sealed Air's Motion

In a separate motion, Sealed Air Corporation, Cryovac, Inc. and
Fresenius Medical Care Holdings, Inc., jointly ask the U.S.
District Court for the District of Delaware to amend and clarify
certain provisions of the Jan. 30, 2012 Memorandum Opinion and
Order.

To avoid any confusion and any prejudice that may arise from the
provisions of the Jan. 30, 2012 Memorandum Opinion and Order,
Sealed Air, et al., ask that:

  -- the Order be amended to clarify the issuance and approval
     of each the various injunctions, releases, and
     indemnifications;

  -- the Memorandum Opinion be clarified and amended to avoid
     any suggestion that the injunctions under Section 524(g)
     included in the Joint Plan are temporary or that the Libby
     Claimants or any other asbestos claimant may sue any party
     other than the relevant Asbestos Trust; and

  -- the Memorandum Opinion be clarified and amended to make
     clear that settlement payments are to be transferred by
     Cryovac and Fresenius directly to the PI Trust and the PD
     Trust, as opposed to Grace or its estate, on the effective
     date of the Joint Plan, as opposed to upon confirmation,
     and that upon that transfer the settlement payments will
     constitute significant portions of the assets of the PI
     Trust and the PD Trust and will never constitute assets of
     Grace or its bankruptcy estate.

At various points throughout the Memorandum Opinion, Sealed Air
and Fresenius are referred to as "subsidiaries" of Grace, Mark S.
Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Wilmington, Delaware -- mark.chehi@skadden.com -- tells the Court.
He contends that Sealed Air and Fresenius are former affiliates of
Grace, and that they are not subsidiaries of, and are not
currently affiliated with, Grace.  To avoid any confusion, Sealed
Air, et al., ask that the Memorandum Opinion be amended to correct
any reference to Sealed Air and Fresenius as being a "subsidiary"
or "subsidiaries" of Grace by replacing those references with the
statement that Sealed Air and Fresenius are "former affiliates" of
Grace.

                    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: Anderson, BNSF Seek Extension of Plan Appeal Deadline
-----------------------------------------------------------------
Anderson Memorial Hospital and BNSF Railway Company separately ask
the U.S. District Court for the District of Delaware for an
extension of time to file a notice of appeal from Judge Ronald
Buckwalter's memorandum opinion and order affirming the
confirmation of the Debtors' Joint Plan of Reorganization dated
January 30, 2012.

Current deadline to appeal the Opinion and Order is February 29,
2012.

Anderson and BNSF relate that Rule 4(a)(1)(A) of the Federal Rules
of Appellate Procedures provides that a party may file a notice of
appeal of an order within 30 days after its entry "for good
cause."  They contend that there is good cause to extend the
deadline to file the notice of appeal.

BNSF asserts that granting the sought extension will provide
parties to the settlement with Libby Claimants additional time to
finalize their respective settlements, and to engage in the
process of obtaining approval from the bankruptcy court.

Rule 4(a)(4)(A) provides that a motion for reconsideration filed
by a party automatically extends the deadline for filing notices
of appeal for all parties.

In addition to Garlock's motion, the Plan Proponents, Cryovac,
Inc., and Fresenius Medical Care Holdings, Inc. have filed motions
to amend and clarify the Opinion and Order, Anderson points out.
Anderson believes it is prudent and in the best interest of all
parties to have a clear resolution of these issues prior to the
filing of any notice of appeal of the Opinion and Order.

                    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: Garlock Seeks Reargument on Plan Order
--------------------------------------------------
Garlock Sealing Technologies LLC asks the U.S. District Court for
the District of Delaware for reargument, rehearing and to alter or
amend Judge Ronald L. Buckwalter's January 30, 2012 decision
affirming the confirmation of the Debtors' plan of reorganization.

On November 28, 2011, which is five months after all briefs in the
appeal had been filed and oral argument heard, Garlock and its co-
debtors filed a joint plan of reorganization in their Chapter 11
cases pending in the U.S. Bankruptcy Court for the Western
District of North Carolina.

Garlock's counsel, Brett D. Fallon, Esq., at Morris James LLP, in
Wilmington, Delaware -- bfallon@morrisjames.com -- asserts that
the Delaware District Court obtained a copy of the GST Plan and
decided, without briefing or argument, that Garlock no longer had
any risk of paying any joint and several jury verdicts, and
therefore, will never have reason to seek contribution from the
Grace Debtors or setoff against a plaintiff by virtue of a payment
Grace has made to the plaintiff.  Based on this conclusion, the
Decision denies Garlock's appeal and objections to the Grace Plan
for lack of standing, Mr. Fallon complains.

Mr. Fallon argues that the Judge Buckwalter's Decision overlooks
or misapprehends several material factual and legal matters,
including:

  -- the Decision is based on a material misreading of the GST
     Plan;

  -- the Decision misapprehends the status of Garlock's
     Chapter 11 case;

  -- the Decision is inconsistent with controlling precedent and
     decisions in other circuits; and

  -- the Decision overlooks evidence that Grace's trust
     distribution procedures would be unable to properly handle
     contribution claims.

Because nothing in Garlock's bankruptcy case has affected its
standing to object to the Grace Plan, Garlock insists that the
District Court should grant rehearing.

                     Debtors, et al., Respond

The Debtors, the Official Committee of Asbestos-related Personal
Injury Claimants, the Asbestos Personal Injury Future Claimants'
Representative, and the Official Committee of Equityholders urge
the District Court to deny Garlock's Motion for Reconsideration.

Representing the Debtors, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, contends that
Garlock has already fully addressed three of the four arguments
set forth in its Motion in previous briefs and arguments before
the District Court.  Rehashing these prior arguments is not a
proper basis for a motion for reconsideration, which requires the
movant to show an intervening change in controlling law, new facts
or law material enough to change the decision, or the need to
correct a clear error or manifest injustice, Ms. Jones argues.

Garlock's remaining argument, regarding the District Court's
citation to its November 2011 Plan, likewise presents nothing new
or significant, Ms. Jones asserts.  She contends that as both the
Bankruptcy Court and the District Court correctly ruled, ever
since Garlock filed its Chapter 11 case in June 2010, the
possibility that Garlock might someday face injury from putative
joint and several liability with Grace has been, and remains,
hypothetical and conjectural.  Thus, she insists, the District
Court's reference to the GST Plan is merely an additional,
incidental observation that corroborates the District Court's
conclusion that Garlock's hypothesized claims remain too
conjectural to create standing.

Even worse, Ms. Jones adds, Garlock neglected to apprise the
District Court that the U.S. Bankruptcy Judge overseeing its
Chapter 11 case, the Hon. George Hodges, stated at a January 26,
2012 hearing that Garlock's proposed plan looks like "a sham" and
does not appear to have "the slimmest chance of being confirmed."
She asserts that the filing by Garlock of an unconfirmable, sham
plan changes nothing about the conjectural nature of Garlock's
putative claims against Grace, and, thus, fails to provide any
basis for reconsidering the District Court's Memorandum Opinion,
Ms. Jones argues.

                    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)


WSG DULLES: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: WSG Dulles, L.P.
        2286 NE 123rd Street
        Miami Beach, FL 33181

Bankruptcy Case No.: 12-11149

Chapter 11 Petition Date: February 23, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Lawrence Allen Katz, Esq.
                  LEACH TRAVELL BRITT PC
                  8270 Greensboro Drive
                  Suite 1050
                  McLean, VA 22102
                  Tel: (703) 584-8362
                  Fax: (703) 584-8901
                  E-mail: lkatz@ltblaw.com

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

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

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
WSG Dulles GL, LLC                     12-11151
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Eric D. Sheppard, president of WSG
Dulles GP, LLC, general partner.

Affiliate that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
ATL 2130 LP                            11-76017   09/06/11


XINERGY CORP: S&P Puts 'B-' Corp. Credit Rating on Watch Neg.
-------------------------------------------------------------
Standard and Poor's Ratings Services placed its ratings, including
the 'B-' corporate credit rating, on Knoxville, Tenn.-based
Xinergy Corp. on CreditWatch with negative implications.

"The CreditWatch listing reflects our concern that weak demand for
thermal coal due to an unseasonably warm winter in the company's
regional end markets may result in lower-than-expected 2012
earnings, leading to additional deterioration of the company's
fragile liquidity position," said Standard & Poor's credit analyst
Gayle Bowerman. "This may force Xinergy to further delay its
aggressive growth plans, which we view as necessary to generate
sufficient cash flow to fund further growth and service its debt.
We had previously expected Xinergy's 2012 adjusted EBITDA at
roughly $60 million, with adjusted leverage about 4x. However, at
current estimated levels of coal production, we now believe
Xinergy may generate adjusted EBITDA at or below 2011 levels
(about $50 million) with credit measures at or above 5x and use
more cash than we had expected to fund its operation and growth.
As of Sept. 30, 2011, Xinergy had total liquidity of about $95
million in cash. The company has no revolving credit facility."

"The ratings on Xinergy reflect our assessment of the company's
financial profile as 'highly leveraged' and business risk profile
as 'vulnerable'. The rating incorporates the challenges faced
by the company, including building out its planned mines on time
and budget, its lack of operating and customer diversity, and its
small size and scope," S&P said.

"It also considers the difficulties inherent in coal mining,
including operating problems, price volatility, transportation
bottlenecks, weather-related disruptions, and increasingly
stringent environmental and safety regulations. These risks are
particularly elevated in Central Appalachia, where the company
operates," S&P said.

"In resolving the CreditWatch placement," Ms. Bowerman continued,
"we will meet with management and discuss the company's expected
earnings and near-term liquidity position. As part of our review,
we will monitor Xinergy's contracted revenues and capital spending
plans over the next several months."


YAKIMA VALLEY: S&P Lowers Rating on Series 2002 Bonds to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying rating (SPUR) to 'BB+' from 'BBB-' on Washington
Health Care Facilities Authority's series 2002 bonds, issued for
Yakima Valley Memorial Hospital (YVMH). The outlook is stable.

"The downgrade reflects our view of fiscal 2011 operating and
excess margins, which are down from the prior fiscal year, along
with continuing very weak liquidity levels," said Standard &
Poor's credit analyst Robert Dobbins.

"Volumes were down slightly for fiscal 2011, and state budget
issues have compromised reimbursement from Medicaid and the
hospital safety net program. The stable outlook is supported by
our view of YVMH's position as the dominant provider in its
service area and good leverage, in our opinion, even after
taking into consideration on a pro forma basis additional debt
from the series 2012A $24.8 million private placement revenue
bonds issued in February 2012. We incorporated the additional debt
into our previous rating action when we lowered the rating to
'BBB-' from 'BBB'. Although the level of new debt is less than
what was expected at the time ($22 million actually issued,
compared with $30 million expected), audited fiscal 2011
operations ended substantially below our expectations at the time,
which were based on unaudited results through the first eight
months of the year," S&P said.


YOUNG & YOUNG: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Young & Young Association, Inc.
        20-00 Fair Lawn Avenue
        Fair Lawn, NJ 07410

Bankruptcy Case No.: 12-14449

Chapter 11 Petition Date: February 23, 2012

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

Judge: Rosemary Gambardella

Debtor's Counsel: Kenneth J. Rosellini, Esq.
                  440 West Street, #301
                  Fort Lee, NJ 07024
                  Tel: (201) 482-4470
                  Fax: (201) 482-4206
                  E-mail: kennethrosellini@gmail.com

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

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

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

The petition was signed by Monis Young, president.


* First Amendment Right to Test Unresolved Legal Issues
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a U.S. district judge in Michigan ruled that the
bankruptcy judge could use Social Security benefits in deciding
whether a Chapter 13 filing was subjectively made in good faith, a
U.S. district judge in Michigan ruled.  In the same opinion, the
judge said it was improper to sanction the bankrupt for testing "a
legitimate legal position."  The case is Mains v. Foley, 11-456,
Bankr. W.D. Mich. (Grand Rapids).


* Two More Bank Failures Last Week Bring Year's Total to 11
-----------------------------------------------------------
Banks in Georgia and Minnesota were taken over by regulators on
Feb. 24, costing the Federal Deposit Insurance Corp. an estimated
$106.3 million and raising the year's total to 11.

The FDIC reached a deal with another bank to take over the five
branches of Central Bank of Georgia, from Ellaville, Georgia.
Ameris Bank, from Moultrie, Georgia, is assuming all $267 million
in deposits of Central Bank and is acquiring all the assets. The
FDIC and Ameris Bank entered into a loss-share transaction on
$192.8 million of Central Bank of Georgia's assets.

The FDIC said no bank was willing to take over the operations of
Home Savings of America, from Little Falls, Minnesota, which had
$432.2 million in total deposits. Consequently, the FDIC will
write checks to pay off insured deposits.  Each account is insured
of up to $250,000. The FDIC as receiver will retain all the assets
from Home Savings for later disposition.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Central Bank of Georgia $278.9  Ameris Bank               $67.5

Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
BankEast                $272.6  U.S. Bank N.A.            $75.6
Patriot Bank            $111.3  First Resource Bank       $32.6
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4
American Eagle           $19.6  Capital Bank, N.A.         $3.2

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                    813 Banks in Problem List

The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that
The number of institutions on the FDIC's "Problem List" declined
from 844 to 813 during the quarter, and total assets of "problem"
institutions fell from $339 billion to $319.4 billion.  The number
of institutions in the "problem list" has decreased for the third
consecutive quarter.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, saw its balance
increase in the fourth quarter to $9.2 billion (unaudited) from
$7.8 billion in the third quarter, the eighth consecutive
quarterly increase.

               Problem Institutions        Failed Institutions
               --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* S&P's List of 2012 Corporate Defaults Has 18 as of Feb. 22
------------------------------------------------------------
Two corporate issuers defaulted this week, raising the 2012 global
tally to 18, said an article published by Standard & Poor's Global
Fixed Income Research, titled "Global Corporate Default Update
(Feb. 16 - 22, 2012)."  The first default occurred after U.S.-
based chemical company Reichhold Industries Inc. failed to make an
interest payment on its $195 million senior unsecured notes due on
Aug. 15, 2014. The second default occurred after ERC Ireland
Finance Ltd. missed a coupon payment on its EUR350 million
floating-rate notes due on Feb. 15, 2012.

So far this year, missed payments accounted for eight defaults,
bankruptcy filings accounted for three, distressed exchanges were
responsible for two, and three defaulters were confidential. Of
the remaining defaults, one was due to a notice of acceleration by
the issuer's lender and the other was due to the company's
placement under regulatory supervision.


* S&P Says Muni Market Woes Greatly Exaggerated
-----------------------------------------------
This time last year there were predictions swirling in the press
about an approaching wave of municipal defaults. But the actual
performance of the market has so far been in line with what
Standard & Poor's Ratings Services expected: essentially stable,
according to a report published Feb. 23: "State And Local Credit
Quality Remained Resilient Last Year, Predictions
Notwithstanding."

By the end of 2011, the $1.32 trillion S&P Municipal Bond Index
had $13.6 billion or 1.03% of par value in default. Of this,
through November, only 39 issues representing $805 million of the
index went into default during 2011.

And, only six defaults occurred among issues rated by Standard &
Poor's Ratings Services, three of which occurred in the state and
local sector.

These results were generally in line with what Standard & Poor's
anticipated for the sector: low default rates, a potential
softening of credit strength, and possible pockets of more severe
credit deterioration.

"We recognize that state and local governments continue to operate
in a stressful environment," said credit analyst Gabriel Petek.
"Could this mean the warnings of an unusual level of credit
deterioration were correct, just a bit early? We don't think so,
and there are structural reasons to believe the state and local
sector remains stable."


* Private Equity Firms Pick Up Shipping Industry's Distress Call
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that in the past three
years, private equity's biggest names have helped contribute more
than $7 billion in equity and debt into the international shipping
industry, but with companies still distressed and debt financing
constrained, investors and analysts feel it will take private
equity to bail out the industry.


* KPMG Adds Two New People to Alternative Investments Practice
--------------------------------------------------------------
In a clear response to marketplace demand and growth opportunities
in alternative investments, KPMG LLP, the audit, tax and advisory
firm, continues to expand its alternative funds team and on
Feb. 27 named industry figures John Budzyna and Maurice Holmes to
key posts.

Mr. Budzyna, an internationally recognized leader and spokesman
for the alternative investments industry, has been named KPMG's
National Leader, Market Development for Alternative Investments.
Holmes, who also has extensive experience advising hedge funds and
service providers to the hedge fund industry, has been named
Managing Director, Market Development for Alternative Investments.

"I am very excited to join KPMG's growing alternative investments
practice and look forward to working with their ever-expanding
group of talented and deeply experienced partners, directors and
employees," noted Mr. Budzyna.

Mr. Holmes said: "KPMG's reputation and its enhanced commitment to
the alternatives market, coupled with its outstanding clients and
global reach, are compelling."

Rob Arning, KPMG's Vice Chair - Market Development, said that
Messrs. Budzyna and Holmes "bring with them strong industry
credentials and deep experience in the alternative investments
space.  They truly understand what companies are facing today in
terms of regulatory and business growth challenges and will play
an important role in helping our clients navigate their way
forward."

Mr. Budzyna served most recently as CEO of Cutting Hedge
Consulting Co. LLC, an advisory firm to the hedge fund industry,
and also serves as the chairman of the board of Hedge Funds Care,
one of the leading charitable organizations supported by the hedge
fund community.  Mr. Budzyna began his career at Arthur Andersen,
where he helped create and led the firm's hedge fund practice.  He
previously served as managing director and global head of Hedge
Fund Consulting at Deutsche Bank's Global Prime Finance Group and
was CEO of Olympia Capital, a leader in the hedge fund
administration business.  He also had served as a leader in Ernst
& Young's hedge fund practice.  He holds a B.A in Economics from
Dickinson College.

Mr. Holmes most recently served as a director in the Credit Suisse
Investment Banking Division, where he oversaw prime services sales
for emerging markets, and served as global leader of its hedge
fund consulting services.  Previously, he was an executive
director in Equity Financing Services at Morgan Stanley, where he
managed the Consulting Services Group.  In addition, he has served
in executive leadership roles at JP Morgan and Lazard Freres & Co.
He holds a B.A. in Economics from Dartmouth College and an MBA
from the University of Chicago.

Messrs. Budzyna and Holmes are among an expanded roster of
industry leaders and experts who have joined KPMG's Alternative
Investments practice over the recent past.

"We believe that KPMG's commitment and desire to be the leading
service provider in alternative investments is clearly
demonstrated in the resources we are bringing to serve our
clients," said Al Fichera, National Partner in Charge, Alternative
Investments--Audit.  "We are actively engaging with clients on
many fronts, most notably in the areas of evolving regulations in
the U.S. and Europe, globalization, more cross-border transactions
and the convergence of asset classes."

Chuck Walker, National Partner in Charge, Alternative
Investments?Tax commented: "When combined with our service
delivery model, which features a high degree of hands-on
involvement of our partners and managing directors, we believe we
have a very compelling solution for those organizations seeking to
solve the regulatory, business and market challenges facing our
industry today."

           About KPMG's Alternative Investments Practice

KPMG's Alternative Investments practice focuses on providing
audit, tax and advisory services to hedge, private equity, real
estate, infrastructure and fund of funds, and is an integral part
of the firm's Financial Services line of business.
About KPMG LLP

KPMG LLP -- http://www.kpmg.com/us-- is an audit, tax and
advisory firm.  It is the U.S. member firm of KPMG International
Cooperative.  KPMG International's member firms have 145,000
people, including more than 8,000 partners, in 152 countries.


* Sarah Frankel Joins Garden City Group Bankruptcy Team
-------------------------------------------------------
Sarah Frankel has joined The Garden City Group, Inc., a recognized
leader in class action settlement and bankruptcy administration,
as business development specialist for corporate restructuring
services.

In this role, Frankel will help drive the business development
strategy through the maintenance of client relationships,
including all client outreach initiatives.  "We are pleased to
have Sarah join our bankruptcy sales team," said Greg Haber,
national director, business development.  "Her depth of experience
and industry knowledge will be an asset to our growing team, and
will greatly benefit our clients."

Prior to joining GCG, Frankel served as business development
director of a bankruptcy administration firm. During Frankel's
tenure, she was responsible for the design and implementation of
initiatives that fostered corporate restructuring client
relationships.  With nearly 10 years of industry experience, she
has developed a reputation for bringing a fresh perspective,
unique problem-solving abilities and unparalleled client
relationship management to the restructuring world.

"I'm thrilled to be a part of GCG and look forward to working with
the sales and operations teams to continue the ongoing growth of
the firm," said Frankel.  "I believe my experience and strong
industry relationships will complement the already well-
established bankruptcy services group at GCG."

Frankel graduated from San Diego State University. She is a member
of the American Bankruptcy Institute, the Turnaround Management
Association and the International Women's Insolvency &
Restructuring Confederation.  She also serves on the board of the
TMA Young Professionals Committee as well as several IWIRC
committees nationwide.

About The Garden City Group, Inc. (GCG) GCG ( www.gcginc.com ) is
the recognized leader in legal administration services for class
action settlements and other claims administration, bankruptcy
cases and legal noticing programs, with more than 1,000 employees
in offices coast-to-coast. GCG has been named Best Claims
Administrator by the New York Law Journal for two years in a row.
The firm has been engaged in many high-profile distribution
matters, including the General Motors bankruptcy, the $6.15
billion WorldCom settlement, the $3.05 billion
VisaCheck/MasterMoney Antitrust settlement, the $3.4 billion
Native American Trust Settlement and the $20 billion Gulf Coast
Claims Facility.

About CrawfordBased in Atlanta, Ga., Crawford & Company (
www.crawfordandcompany.com ) is the world's largest independent
provider of claims management solutions to the risk management and
insurance industry as well as self-insured entities, with an
expansive global network serving clients in more than 70
countries. The Crawford System of Claims Solutions(SM) offers
comprehensive, integrated claims services, business process
outsourcing and consulting services for major product lines
including property and casualty claims management, workers
compensation claims and medical management, and legal settlement
administration. The Company's shares are traded on the NYSE under
the symbols CRDA and CRDB.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

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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