TCR_Public/120302.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, March 2, 2012, Vol. 16, No. 61

                            Headlines



400 BLAIR: Hearing Exclusivity Extension Set for March 5
ALEXANDER GALLO: Amends Liquidating Plan Ahead of March 16 Hearing
AMERICAN AIRLINES: AMR Corp. Files Schedules of Assets and Debts
AMERICAN AIRLINES: Has Duff & Phelps as Property Tax Advisor
AMERICAN AIRLINES: Need Not Ditch Pension Plans, Says PBGC

AMERICAN AIRLINES: Explains Restructuring Plan to Employees
AMERICAN AIRLINES: Has Haynes and Boone as Conflicts Counsel
BANKATLANTIC: Seward & Kissel Gets Injunction Against Asset Sale
BEAZER HOMES: Amends Exchange Offers to Delete Cash Provision
BOMBARDIER RECREATIONAL: Moody's Lifts Corporate Rating to 'B1'

BON-TON STORES: Must Refashion Sales to Handle 2014 Bond Maturity
BP CLOTHING: Guggenheim to Own Company Under Bankruptcy Plan
BUNKER LAKES: Files for Chapter 11 Bankruptcy Protection
CARTER'S GROVE: Hearing on Full-Payment Plan on March 13
CARTER'S GROVE: Colonial Fails in Attempt for Chapter 11 Trustee

CATALYST PAPER: Noteholder Groups Take Aim at Chapter 15 Filing
CITIZENS CORP: Legends Bank Wins Bid for Chapter 11 Trustee
CITIZENS DEVELOPMENT: LDG Golf to Get 100% Ownership Under Plan
CITIZENS DEVELOPMENT: Court OKs Caufield for Lake Disputes
CLARE AT WATER: Chapter 11 Plan Requires Sale of All Assets

CLARE OAKS: B.C. Ziegler Okayed as Investment Banker
DYNEGY INC: Examiner Has Agreement With Banks on Use of Docs.
DYNEGY INC: U.S. Bank Seeks Determination on Sec. 502(b)(6)
ENER1 INC: Court Confirms Chapter 11 Plan
EVERGREEN SOLAR: Reaches Settlement With Noteholders, Committee

FEDERATED SPORTS: Epic Poker League Parent Files for Chapter 11
FIRST AMERICANS INSURANCE: Claim Filing Waives Right to Jury Trial
FREEDOM COMMUNICATIONS: JPM Asks Judge to Reconsider Loan Division
GENMAR HOLDINGS: Clawback Claims Went Overboard, Says Suit
GEO POINT: Contract & Cash Woes, Default Raise Going Concern Doubt

GGIS INSURANCE: Case Dismissed for Failure to File Status Report
GIORDANO'S ENTERPRISES: Case Caption Now Carries GEI-RP Name
GLOBAL AVIATION: Wants to Hire Kirkland & Ellis as Counsel
GLOBAL AVIATION: Has Until March 21 to File Schedules, Statements
GLOBAL AVIATION: Kurtzman Carson Consultants OK'd as Claims Agent

GLOBAL AVIATION: Taps Rothschild Inc. as Financial Advisor
GLOBAL AVIATION: Gets Interim Approval of DIP Financing
HOLLY ENERGY: Moody's Assigns 'B1' Rating to $300-Mil. Sr. Notes
HOMEGOLD FINANCIAL: High Court Affirms Exec.'s 5-Yr Fraud Sentence
HOST HOTELS: Fitch Affirms 'BB' Issuer Default Rating

HOVENSA LLC: Closure of Refinery Raises Going Concern Doubt
HOVNANIAN ENTERPRISES: Net Contract Results for Q1 Grew by 27%
IH-2, LLC: Section 341(a) Meeting Scheduled for March 14
IH-2, LLC: Wants to Employ Ravich Mayer as Attorney
INNER CITY: Seeks to Keep Control Over Chapter 11 Case

ISTAR FINANCIAL: Incurs $28.9 Million Net Loss in Fourth Quarter
JEFFERSON COUNTY: Alabama Legislators Cool to County's Woes
JESCO CONSTRUCTION: Taps Steve Olen on Oil Spill Litigation
JESCO CONSTRUCTION: Wants Theodore Conner Ejected from Committee
LANI GREER: Appeal Over One West Bank Dispute Dismissed

LEHMAN BROTHERS: Has 10.4% Equity Stake in Derma Sciences
LEHMAN BROTHERS: Has 10.5% Equity Stake in ShoreTel
LEHMAN BROTHERS: Sells Entire 24.1% Stake in FXCM Inc
LEVEL 3: Incurs $756 Million Net Loss in 2011
LICHTIN/WADE: Wants to Hire Stubbs & Perdue as Attorney

LICHTIN/WADE: Amends List of 20 Largest Unsecured Creditors
LINN ENERGY: Moody's Rates $1.5-Bil. Sr. Notes Offering at 'B2'
LOS ANGELES DODGERS: Fan Headed for Key Bankruptcy Court Fights
LYONDELL CHEMICAL: Judge Says BNY Mellon Didn't Breach Duties
MAMTEK U.S.: Placed in Chapter 7 Bankruptcy After Bond Default

MANISTIQUE PAPERS: Resets Auction as Lead Bidder Search Continues
MF GLOBAL: SIPA Trustee Wins OK for Haynes and Boone as Counsel
MF GLOBAL: Former Client Seeks Backing on Corporate Personhood
MF GLOBAL: Sapere Takes Appeal on 761-767 Administration Denial
MF GLOBAL: CFTC Probing $340MM Transfers Before MF Collapse

MF GLOBAL: Chapter 11 Causes Tax Crunch for Farmers
MGM RESORTS: Tracinda Sells 20MM Shares, Lowers Ownership to 18%
MICHAEL'S STORES: Suspends Filing of Reports with SEC
MOHEGAN TRIBAL: Further Extends Exchange Offers Expiration
MOHEGAN TRIBAL: Revised by Moody's to Caa1 After Debt Exchange

MONEY TREE: Creditors Accuse Leaders of Ponzi Scheme
NASSAU BROADCASTING: Court Sets April 27 as Bid Deadline
NICHOLS EXCAVATION: Meeting to Form Committee on March 12
OCEAN PLACE: Court Confirms Third Amended Plan of Liquidation
PACIFIC MONARCH: US Trustee No Longer Opposes Brinkman Retention

PHILADELPHIA ORCHESTRA: CEO Inks New Three-Year Agreement
PRESSURE BIOSCIENCES: Marcum LLP Raises Going Concern Doubt
PRM SMITH: Resolves FirstBank's Debt; Wants Case Dismissed
PROMENADE PARTNERS: Files for Bankruptcy to Restructure $5MM Debt
R & S ST. ROSE: Court OKs Larson & Larson's Withdrawal as Counsel

REID PARK: Disclosure Statement Fine-Tuned for the 4th Time
REITTER CORP: Amends Chapter 11 Plan Documents
ROOMSTORE INC: Seeks 120-Day Plan Exclusivity Extension
ROYAL CARIBBEAN: Moody's Lifts Rating on Sr. Unsec. Notes to Ba1
RR DONNELLEY: Moody's Assigns Ba1 Rating to New Sr. Unsec. Notes

SAAB AUTOMOBILE: Meeting to Form U.S. Creditors' Panel March 9
SARGENT RANCH: Second Bankruptcy Case Dismissed
SCHOMAC GROUP: Amends Plan Disclosures; LNV Corp. Has Objection
SEDONA DEVELOPMENT: Has Access to Cash Collateral Until March 31
SEMIQUEST INC: Pluritas to Manage the Sale of Patent Portfolio

SEMTECH CORP: Moody's Assigns 'Ba2' Corporate Family Rating
SILVER LEGACY: Owner Cancels Public Debt Offering
SLAVERY MUSEUM: Creditors to Drop Examiner Motion For Now
SMURFIT-STONE: District Court Dismisses Employee Lawsuit
STOCKTON, CA: Tests New Mediation Law to Avoid Bankruptcy

SYNCORA GUARANTEE: Jefferson County Bankruptcy Imperils Firm
TENET HEALTHCARE: Reports $94 Million Net Income in 2011
THIRD STREET: Involuntary Chapter 11 Case Converted to Chapter 7
THORNBURG MORTGAGE: Judge Resolves Count IV of Credit Suisse Suit
UNITED RETAIL: DDR Corp., et al., Join Objections to DIP Loan

W.R. GRACE: Releases Pro Forma Financials as of Dec. 31, 2011
WINDRUSH SCHOOL: Wells Fargo Drops Request to Close School
WYSTERIA LLC: Authorized to Hire Joel Belway as Counsel
WYSTERIA LLC: All Claims to be Paid One Year After Effective Date
YRC WORLDWIDE: Incurs $354.4 Million Net Loss in 2011

YRC WORLDWIDE: Suspending Filing of Reports with SEC

* 9th Cir. Appoints Mark Houle as C.D. Calif. Bankruptcy Judge
* Airline Collapses Weigh on Aircraft Lessor

* BOOK REVIEW: Corporate Venturing -- Creating New Businesses



                            *********

400 BLAIR: Hearing Exclusivity Extension Set for March 5
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on March 5, 2012, at 10:00 a.m,. to consider 400
Blair Realty Holdings, L.L.C.'s request for exclusivity
extensions.

The Debtor is asking the Court to enter an order extending its
exclusive periods to solicit acceptances for its Plan of
Reorganization until May 23, 2012, and provide that the Debtor
will not commence the solicitation process until March 15.

The Debtor related that the registered holders of Solomon Brothers
Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C2, through its trustee, Wells Fargo
Bank, N.A., agreed to the solicitation period extension.

The Debtor adds that subsequent to the Jan. 9, 2012, hearing, the
Debtor and SBMS agreed that the Court must proceed with the
valuation portion of the confirmation hearing prior to the
Debtor's commencement of the solicitation process.

                        The Chapter 11 Plan

As reported in the Troubled Company Reporter on Oct. 14, 2011, the
Debtor will seek to unwind in bankruptcy court a deal entered into
by a state court-appointed receiver that sold the Debtor's real
property in Carteret, New Jersey, in accordance with the Plan.

The Debtor had a contract pre-bankruptcy to sell the property to
Digital Realty Trust, L.P., for $12.5 million.  That agreement,
however, was modified in part as a result of Onyx Equities LLC,
the receiver, having leased a portion of the Property and
Digital's agreement to take title to the property with the tenant
in place.  Onyx was given approval by the court to conduct a
foreclosure sale.  According to the Debtor, the prospective
purchaser dealt directly with Onyx to purchase the property for
less than the contract price.

The Debtor believes that the value of the property is at least
$13 million.

The Debtor intends to seek removal of the receiver and seek costs
and damages associated with the receiver's actions.

The Debtor also paid to Digital $150,000 as reimbursement of
Digital's due diligence expenses.  The Debtor intends to pursue
the return of these funds pursuant to the Plan.

The Plan will be funded by USLR.  The financing will be secured by
a junior lien on the Debtor's property in the aggregate amount of
the advances made by USLR.  Payments to USLR will be subordinate
to all other Classes of Claims.  Although not necessary to the
Debtor's ability to consummate the Plan, the Debtor will seek a
ruling from the Bankruptcy Court entitling the Debtor to utilize
the rents derived from the Property so as to reduce the sums to be
advanced by USLR.

Post-confirmation, the Debtor will have Realty Management
Associates oversee the property without compensation, according to
the Plan.  Onyx will be terminated.

                      About 400 Blair Realty

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft. industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  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 Lawrence S.
Berger, manager.

The Debtor's bankruptcy counsel is Morris S. Bauer, Esq., at
Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey.


ALEXANDER GALLO: Amends Liquidating Plan Ahead of March 16 Hearing
------------------------------------------------------------------
AGH Liquidating, LLC, formerly known as Alexander Gallo Holdings,
LLC, et al., filed with the U.S. Bankruptcy Court for the Southern
District of New York a Second Modified Joint Plan of Liquidation
dated Feb. 6, 2012, and an explanatory Disclosure Statement.

The Plan provides for the limited substantive consolidation of the
Debtors' estates, but solely for the purposes of the Plan,
including voting on the Plan by the holders of claims and making
any distributions to holders of claims.

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

   http://bankrupt.com/misc/ALEXANDER_GALLO_ds_2ndmodified.pdf

As reported in the Troubled Company Reporter on Feb. 17, 2012, the
Hon. Allan L. Gropper will convene a hearing on March 16, 2012, at
10:00 a.m. (prevailing Eastern Time), to consider the confirmation
of Alexander Gallo's Chapter 11 plan.

Ballots accepting or rejecting the Plan, and any objections are
due March 8, 2012, at 5:00 p.m.  The Debtors and any other party-
in-interest will file replies, if any, to objections to
confirmation of the Plan by March 13, at 5:00 p.m.

Under the Plan, holders of allowed claims entitled to
distributions under the Plan will be entitled to their share of
assets available for distribution to the claim without regard to
which Debtor was originally liable for the claim.

The Plan also provides that each holder of allowed general
unsecured claims will receive a pro rata share of the proceeds of
the liquidating trust assets, including, but not limited to the
proceeds of "preserved actions", until all the claims are paid in
full or the liquidating trust assets are exhausted.

                      About Alexander Gallo

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States.  AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach.  Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003.  Mr. Gallo has remained as CEO.

AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt.  The price wasn't disclosed.

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another
$148 million in junior unsecured subordinated notes owing to
insider Gallo Holdings LLC.  As reported in the Troubled Company
Reporter on Nov. 1, 2011, the Alexander Gallo disclosed
$41,981,048 in assets and $259,153,046 in liabilities as of the
Chapter 11 filing.

Bayside is providing $20 million in financing for the Chapter 11
effort.  The new loan will have a first priority lien on
unencumbered assets and a lien behind the first-lien debt.

Bankruptcy Judge Allan J. Gropper presides over the case.  Thomas
R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G.
Egan, Esq., at DLA Piper LLP (US), in New York, serve as the
Debtors' general counsel.  Squire, Sanders & Demsey (US) LLP
serves as the Debtor's corporate counsel.  The Debtors' financial
advisor is Gordian Group, LLC.  Marc L. Pfefferle, a partner at
Carl Marks Advisory Group LLC, serves as the Debtors' chief
restructuring advisor.  Kurtzman Carson Consultants LLC serves as
the Debtor's claims agent.  KPMG LLP serves as their auditors to
provide auditing, tax compliance and tax consulting services.

As reported in the TCR on Dec. 8, 2011, an affiliate of Bayside
Capital, Inc., completed the acquisition of Alexander Gallo's
assets.


AMERICAN AIRLINES: AMR Corp. Files Schedules of Assets and Debts
----------------------------------------------------------------

A. Real Property                                             $0
B. Personal Property
B.1 Cash on hand                                              0
B.2 Bank Accounts
    JP Morgan Chase                                    500,000
    Wells Fargo                                              0

B.13 Stock and interests                           Undetermined
     See http://bankrupt.com/misc/AMRCorpB13Interests.pdf

B.14 Interests in partnerships or joint ventures
    10% Interest in American Beacon Advisers,
     Inc. - Fort Worth, TX                          30,000,000
B.15 Government and corporate bonds                           0
B.16 Accounts receivable
     Intercompany Receivable - American
      Airlines, Inc.                             2,410,825,635
     Intercompany Long Term Note Receivable -
      American Airlines, Inc.                       12,556,692

B.35 Other personal property
     Intercompany - Deferred Federal Tax
      Adjustment                                  Undetermined

   TOTAL SCHEDULED ASSETS                       $2,453,882,327
   ===========================================================

C. Property Claimed as Exempt                               N/A

D. Creditors Holding Secured Claims                          $0
E. Creditors Holding Unsecured Priority Claims
   Taxes and Certain Other Debts Owed to
    Governmental Units                            Undetermined
    See http://bankrupt.com/misc/AMRCorpSchedE1Taxes.pdf

F. Creditors Holding Unsecured Nonpriority Claims
   Miscellaneous Payables                         Undetermined
    See http://bankrupt.com/misc/AMRCorpSchedF1MiscPayables.pdf

   Notes                                           851,124,117
   See http://bankrupt.com/misc/AMRCorpSchedF2Notes.pdf

   Litigation
    Eric Nyberg                                   Undetermined

   Other Payables
    See http://bankrupt.com/misc/AMRCorpSchedF4OtherPayables.pdf

   TOTAL SCHEDULED LIABILITIES                    $851,124,117
   ===========================================================

                Statement of Financial Affairs

AMR Corporation, the parent of American Airlines, Inc., disclosed
that it did not receive income from the operation of its business
during the two years immediately preceding the Petition Date.

AMR, however, reported that it received income other than from
operation of its business, specifically from interest income,
during the two years immediately preceding the Petition Date:

         Income                     Period
         ------                     ------
         $11,259,599                YTD 11/29/11
         $12,087,621                FYE 2010
         $8,510,621                 FYE 2009

AMR disclosed that it made payments within one year immediately
preceding the Petition Date to or for the benefit of creditors who
are or were insiders.  A schedule of the 90-day payments is
available for free at http://bankrupt.com/misc/AMRCorpSofA3c.pdf

The Debtor is party to various lawsuits and administrative
proceedings within a year immediately preceding the Petition Date.
A schedule of the lawsuits is available for free at:

         http://bankrupt.com/misc/AMRCorpSofA4a.pdf

In the ordinary course of business, AMR and certain of its
subsidiaries may return goods received to the seller in exchange
for a refund or credit.  Likewise, AMR and certain of its
subsidiaries may place various aircraft parts or other assets with
custodians in the ordinary course of business.

James B. Burnett, authorized gent for AMR Corporation, related
that the Debtor incurred losses from fire, theft, other casualty
or gambling within one year immediately preceding the Petition
Date or since the Petition Date:

Description and Value       Circumstances/if loss      Date of
of Property                 is covered by insurance    Loss
---------------------       -----------------------    -------
Narita Airport - $0         Earthquake - no insurance  03/11/11
                            claim filed

Business Interruption       MIA Fuel Farm Fire -       03/23/11
at Miami Airport -          $20,615,560 recovered
$22,000,000                 - final settlement payment
                            pending

St. Louis Airport -         Tornado - $1,500,000       04/25/11
$3,500,000                  Initial payment - total
                            amount recoverable is
                            undetermined

Dallas Fort Worth Airport   Hull damage from hail      05/24/11
- $7,000,000                event - total amount
                            recovered $7,000,000

Miscellaneous Damage -      Hull damage -              02/28/11-
$2,020,000                  miscellaneous -- total     11/29/11
                            amount recovered $2,020,000

The Debtor's bookkeepers and accountants who within the two years
immediately preceding the Petition Date kept or supervised the
keeping of books and records are:

Name                         Period
----                         ------
Isabella D. Goren            July 2010 to present
Thomas W. Horton             March 2006 to July 2010

Ernst & Young is the Debtor's auditor within two years preceding
the Petition Date.  The Debtor's books of account and records are
in possession of Ms. Goren.

These officers own, control or hold 5% or more of the voting or
equity securities of the Debtor:

                                                Nature and %
Name                 Title                  of Stock ownership
----                 -----                  ------------------
PRIMECAP Management  Shareholder                    12.4%
Company
Thomas W. Horton     Chairman of the Board,          N/A
                      President and Chief
                      Executive Officer
Alberto Ibarguen     Director                        N/A
Ann M. Korologos     Director                        N/A
Armando M. Codina    Director                        N/A
John W. Bachmann     Director                        N/A
Judith Rodin         Director                        N/A
Matthew K. Rose      Director                        N/A
Michael A. Miles     Director                        N/A
Philip J. Purcell    Director                        N/A
Ray M. Robinson      Director                        N/A
Roger T. Staubach    Director                        N/A
Stephen M. Bennett   Director                        N/A
Daniel P. Garton     Executive Vice President        N/A
Robert W. Reding     Executive Vice President    No longer
                                                  employed by
                                                  Debtors
Gary F. Kennedy      Senior Vice President,          N/A
                      General Counsel and
                      Chief Compliance Officer
Isabella D. Goren    Senior Vice President           N/A
                      and Chief Financial Officer
Kenneth W. Wimberly  Corporate Secretary             N/A

The Debtor's former officers are:

Name                            Title
----                            -----
David L. Boren                  Director
Gerard J. Arpey                 Chairman and Chief Executive
                                 Officer
Rajat K. Gupta                  Director

The Debtor also prepared a list of withdrawals or distributions
credited or given to an insider, including compensation in any
form, bonuses, loans, stock redemptions, options exercised and
any other perquisite during one year immediately preceding the
Petition Date, a list of which is available for free at:

          http://bankrupt.com/misc/AMRCorpSofA23.pdf

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Has Duff & Phelps as Property Tax Advisor
------------------------------------------------------------
AMR Corp. and its affiliates seek the Bankruptcy Court's
permission to employ Duff & Phelps, LLC, as their property tax
consultants, nunc pro tunc to the Petition Date, pursuant to
Sections 327(a) and 328(a) of the Bankruptcy Code.

The Debtors initially sought to retain Duff & Phelps as an
ordinary course provider to handle tax and other matters.  After
discussions with the U.S. Trustee for Region 2, AMR Corp. agreed
to submit a supplemental application, together with declarations
from Duff & Phelps, to expand the disclosure provided in
connection with the Debtors' Motion.

Since January 1, 2009, Duff & Phelps has provided property tax
consulting and compliance services to AMR; and under its
engagement, has assisted AMR with property tax audits, filing
property tax returns, budgeting and aircraft appraisals.  The firm
also negotiates, on behalf of the Debtors, annual tax values with
taxing authorities around the country and, where appropriate,
appeals tax assessments and appraisals.  During the prepetition
period, the firm has performed these services well and has become
familiar with the Debtors' property tax liabilities.

AMR has agreed to pay Duff & Phelps for the 2009-2011 tax years:

* A "fixed fee of $120,000 for property tax compliance and
  administrative services payable in semi-annual installments
  of $60,000 within 30 days of receipt of invoice."

* "For appeal and consulting services . . . a contingent fee of
  20% for the first $2 million of tax savings realized and 25%
  in excess of $2 million in tax savings realized and 30% in
  excess of $4 million in tax savings realized for a given
  calendar year."

* "The fee associated with the Tarrant County, Texas appeal and
  consulting work will not exceed $575,000 for a given tax
  year."

* "The total fee for appeal and consulting services shall not
  exceed $1,850,000 in a calendar year."

* "The fee for consulting services relative to a California
  settlement agreement and/or replacing California Revenue and
  Taxation Code Section 401.17 will be mutually determined when
  appropriate."

* $325 per hour "for audit support services," which will not
  include "responding to routine administrative inquiries" -- a
  task that "will be included in the fixed fee portion of the
  engagement."

* "Expenses for travel, research, courier services, attorney's
  fees and appraisal fees."

AMR has also agreed to pay the firm for the 2012-2014 tax years:

* A "fixed fee of $100,000 for property tax compliance and
  administrative services payable in semi-annual installments of
  $50,000 within 30 days of receipt of invoice."

* "For appeal and consulting services . . . a contingent fee of
  25% for the first $4 million of tax savings realized and 30%
  in excess of $4 million in tax savings realized for a given
  assessment year."

* "The fee associated with the Tarrant County, Texas appeal and
  consulting work will not exceed $625,000 for a given
  assessment year."

* "The total fee for appeal and consulting services shall not
  exceed $1,850,000 for a given assessment year."

* $325 per hour "for audit support services," which will not
  include "responding to routine administrative inquiries" -- a
  task that "will be included in the fixed fee portion of the
  engagement."

* "Expenses for travel, research, courier services, attorney's
  fees and appraisal fees."

Tab Weaver, managing director at Duff & Phelps, discloses that his
firm represented, currently represents, and may represent certain
entities in matters unrelated to the Debtors.  A schedule of these
clients is available for free at:

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

Mr. Weaver assures the Court that Duff & Phelps is a
"disinterested person" as the term is defined in Section 101(4) of
the Bankruptcy Code.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Need Not Ditch Pension Plans, Says PBGC
----------------------------------------------------------
The head of the Pension Benefit Guaranty Corp. said American
Airlines, Inc., does not necessarily need to dump its
responsibility for employee pensions on a government agency,
Gregory Karp of Chicago Tribune reported.

"I think that Tom Horton has alternatives," PBGC Director Josh
Gotbaum said during a recent meeting with the Tribune editorial
board.  "There are reasons why we think this ought to be doable
(without terminating pensions)," Mr. Gotbaum continued, the report
relayed.  "We are going to push really hard to see whether (AMR)
needs to dump pensions as part of it."

Mr. Gotbaum has repeatedly called on the airline to justify why it
needs to ditch its pension plans, noted Chicago Tribune.

Early February, AMR unveiled its plan to cut some 13,000 jobs and
terminate its pension plans.  If the move is approved by a
bankruptcy judge, responsibility for pensions would be turned over
to the PBGC, an insurance-like agency of the federal government
that is funded with premiums from companies that have defined
pension plans, Chicago Tribune said.

The PBGC itself may be in need of a bailout, Chicago Tribune
wrote.  The report disclosed that the agency is running a deficit
of $26 billion, which would become about $35 billion should it
take over AMR pensions.  Mr. Gotbaum noted that its funding is not
enough to cover the costs of the failed pension plans it is
responsible for, the report relayed.

Even if AMR is successful in terminating its pension plans, most
of its employees would get their full pensions, Chicago Tribune
said.  In AMR's case, the PBGC would fully pay pensions of up to
$54,000 per year, the report said.  Nevertheless, higher-paid
retirees, including many pilots, could see drastic cuts in
pensions because they were due to receive more, the report noted.

"Our business plan calls for the termination of the plans because
of their cost and because they represent a multibillion-dollar
liability on our balance sheet," American Airlines spokesperson
Bruce Hicks told Chicago Tribune.  "We believe our business plan
is the path to a successful restructuring and a viable,
sustainably profitable American Airlines.

Mr. Gotbaum also noted that while other airlines were able to get
rid of their pension obligations, timing and circumstances matter,
Chicago Tribune relayed.  For example, the PBGC did not fight when
United Airlines wanted to terminate its pension plans when it
succumbed to bankruptcy, the report cited.  That's because United
had no cash reserves and the whole industry was in a mess,
explained Mr. Gotbaum to Chicago Tribune.

In contrast, AMR declared bankruptcy with about $4 billion in cash
at a time when major airlines are profitable, the report noted.
AMR's pension costs are also not the highest in the country,
compared to Delta Air Lines, which is making money despite its
higher pension costs, Mr. Gotbaum pointed out.

"If we didn't think that American would survive if we didn't (take
over pensions, we would do it. No question," Mr. Gotbaum told
Chicago Tribune.  "Our goal is to reach an agreement that will
allow the airline to survive and prosper, and ideally that
includes keeping the pensions in place," Mr. Gotbaum concluded.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Explains Restructuring Plan to Employees
-----------------------------------------------------------
American Airlines, Inc. Chief Commercial Officer Virasb Vahidi
sent to employees on February 21, 2012, elaborating on the
carrier's $1-billion business plan for its successful
restructuring.

Dear Colleagues,

As you know, a critical part of our business plan is the
generation of $1B of annual incremental revenue by 2017.  I have
been meeting with employees throughout our system over the past
few weeks, and many of you have been asking me how we plan to
achieve this.  As American's Chief Commercial Officer, with
responsibility for the Marketing and Planning organizations, I
would like to share with you my perspective on our business plan
to restore American to industry leadership, profitability and
growth.

Our restructuring plan is about renewal and growth.  Our goal is
to achieve the flexibility of an improved cost structure and a
healthier balance sheet, to create the premier airline for high-
value customers, who choose airlines based on network,
alliances, products and services.  While the number of these
customers is small, they provide a disproportionate amount of
revenue and are critical to our success.

A Strong Foundation

We have been working hard to establish a strong foundation to
build a successful airline that attracts high-value customers.
We have been building the best network, fortifying and expanding
our partnerships across the globe, and selectively investing in
leading customer products and services to provide a modern and
attractive customer experience.

With the expected benefit of our restructuring, we will start
generating incremental revenue as we expand upon our building
blocks under a new cost structure, and remove structural
barriers that have constrained our revenue growth relative to
our competitors.  In short, the competitive costs we plan to
achieve will enable more profitable growth, our anticipated
contractual flexibility will create more expanded network
opportunities, and our plan for a healthier balance sheet will
give us the ability to reinvest in customer products and
services.

Network and Alliances

With improved profitability, we plan to build the scale of our
network and alliances.  We plan to grow our departures
significantly at all of our hubs over the next five years, and
to diversify and substantially grow our international flying as
part of this strategy.

We also intend to grow our Joint Business agreements across the
Atlantic with British Airways and Iberia and across the Pacific
with Japan Airlines and Qantas.  We have already seen
significant progress in this area as we have successfully
acquired and retained corporate and high-value customers, who
are attracted to our integrated global network.

And on the domestic front, with additional contractual
flexibility, we will be able to enter into new, and expand
existing, codeshare agreements, particularly in locations where
slots or facilities constrain our ability to grow.  This will
give us more domestic feed than we have today to be able to
support our aspirations for a larger international presence, as
well as an expanded domestic network to compete with our
competitors.

We expect almost a third of our incremental $1B of revenue to be
generated by these Joint Business and domestic codeshare
agreements.

Fleet Renewal and Re-Gauging

Our recent aircraft agreements, which we hope to assume in the
restructuring, create unprecedented ability to renew and re-
gauge our fleet and to grow.

That means moving forward aggressively with this summer's
groundbreaking order of 460 narrow-body airplanes, and earlier
plans to acquire 787 and 777 aircraft, such that in just a few
short years we plan to have the youngest fleet in the industry.
The renewal of our fleet is instrumental to our plan because it
means more profitable flying with much more cost-efficient
planes that have lower maintenance and operating costs.  And,
the new airplanes will offer best-in-class products for our
customers.

Re-gauging is expected to provide American with the flexibility
to appropriately match aircraft size with market demand.  Under
our existing labor agreements, we are limited in our ability to
fly large regional jets, which puts considerable downward
pressure on our unit revenue performance.  This challenge is
evident in our Chicago hub, where our primary competitor has the
ability to match supply with demand by time of day, given its
substantially larger fleet of large regional jets.  With the
expected relaxation of limitations in our pilot agreement, and
capitalizing on the new small narrow-body fleet and additional
regional flying, we will be able to replace our current aircraft
with those whose size better match the demand in our network.

We believe that right-gauging our fleet will result in a
significant increase in our unit revenue, and will generate
almost two-thirds of our $1B in incremental revenue.

Brand Modernization

As part of our business plan, we are planning to refresh and
modernize our brand and customer products and services by making
substantial investments, with the overarching objective of
making American the premier airline for high-value customers.
Our disadvantaged cost structure and balance sheet have greatly
limited our ability to invest in products or match our
competitors' actions in some cases.  At the same time, our
competitors used their profit advantage to invest in winning
high-value customers.  For example, both Delta and United are
installing lie-flat international business class seats, and
adding premium economy offerings and upgraded inflight
entertainment.

With the improved financial performance we expect to achieve in
our reorganization, we will have the ability to invest in more
competitive, and in some cases, industry-leading product
offerings.  For example, we recently announced that for our 777-
300 fleet, we will offer an enhanced seat in our First Class
cabin, upgrade the Business Class offering by adding fully lie-
flat and direct aisle access seats, as well as world-class
inflight entertainment and inflight WiFi connectivity in all
cabins.

These investments will help ensure that we are able to maintain
and grow our share of high-value customers and, therefore, our
revenue premium in a highly competitive market, where our
competitors are laser focused on this extremely important
customer segment.  Of course, in order to achieve the benefits
of our business plan, we will need to work with our stakeholders
and unions, and in some cases, secure court approval.

In summary, our plan is to achieve a revenue premium as the
preferred airline for high-value customers by building the scale
of our network, further strengthening our alliance partnerships,
renewing and re-gauging our fleet, and modernizing our brand,
products and services.  Each of us has a contribution to make to
this effort, as we continue to deliver the experience all of our
customers expect from us.  I have spoken with many of them who,
recognizing the tough road ahead, have also expressed their
confidence in our ability to succeed.

I thank all of you for your commitment and dedication to
securing a brighter future for American, and for taking
excellent care of our customers.

Best,
Virasb Vahidi

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Has Haynes and Boone as Conflicts Counsel
------------------------------------------------------------
AMR Corp. and its affiliates seek the Bankruptcy Court's
permission to employ Haynes and Boone, LLP, as their special
conflicts counsel, nunc pro tunc to the Petition Date, pursuant to
Section 327(a) of the Bankruptcy Code.  Haynes and Boone is
currently authorized to represent the Debtors in the ordinary
course matters.

Haynes and Boone will be paid according to its professionals'
customary hourly rates and will be reimbursed for expenses it will
incur.  The firm's customary hourly rates range from $475 to $995
for partners, $250 to $600 for associates, and $50 to $295 for
paraprofessionals.  The Debtors are given a 15% discount off of
the standard hourly rates at the time of billing.

The primary Haynes and Boone professionals who will represent the
Debtors in conflict matters and their customary hourly rates are:

   Name/Title                     Position      Hourly Rate
   ----------                     --------      -----------
   Robert D. Albergotti, Esq.     Partner           $900
   Autumn Highsmith, Esq.         Associate         $475
   Kim Morzak                     Paralegal         $260

Robert D. Albergotti, Esq., a partner at Haynes and Boone, LLP, in
Dallas, Texas -- robert.albergotti@haynesboone.com -- discloses
that during the 90 days before the Petition Date, his firm
received an aggregate of $1,142,682 for services rendered.  Haynes
will waive a claim of $485,610 for services rendered to the
Debtors' postpetition upon entry of an order approving the
Debtors' Application.

Mr. Albergotti further discloses that his firm represents
potential parties-in-interest in matters wholly unrelated to the
Debtors' Chapter 11 cases.  A schedule of the firm's clients is
available for free at:

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

Haynes and Boone also disclosed that it has relationships with
certain parties in matters unrelated to the Debtors.  A full-text
copy of the disclosure is available for free at:

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

Despite those disclosures, Mr. Albergotti assures the Court that
Haynes and Boone is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                      About American Airlines

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

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

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

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

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

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

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

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


BANKATLANTIC: Seward & Kissel Gets Injunction Against Asset Sale
----------------------------------------------------------------
On February 27, 2012, the Delaware Court of Chancery enjoined the
sale of BankAtlantic, the sole banking subsidiary of BankAtlantic
Bancorp (BBX), to Branch Bank & Trust (BB&T).  BBX had planned to
sell $3.4 billion in deposits and $3.1 billion in performing loans
and other assets to BB&T, keeping BankAtlantic's criticized assets
for itself in a "good bank/bad bank" transaction.  Plaintiffs,
including Wells Fargo Bank, National Association as Institutional
Trustee of two Delaware statutory trusts (represented by Seward &
Kissel LLP), brought suit to enjoin the sale, claiming that the
sale violated the contractual rights of holders of some $333
million of trust preferred securities (TruPS ) issued by BBX.

The agreements governing the TruPS provided that any acquirer of
all or substantially all of the assets of BBX would have to assume
BBX's TruPS obligations.  The proposed transaction between BBX and
BB&T, however, contemplated no such assumption by BB&T.  Had the
transaction been consummated, the only assets retained by BBX to
pay the TruPS would have been criticized assets such as
nonperforming loans and real-estate owned property.  After the
transaction, BBX would leave the banking business and no longer be
a bank holding company.

BBX contended that the sale of BankAtlantic did not constitute a
sale of substantially all of its property because the assets to be
retained by BBX had a book value of more than $600 million.  The
court found BBX's argument to be "illogical and counter-factual."
BBX further argued that the sale should not be enjoined in any
event, because there would have been sufficient assets to pay the
TruPS obligations.

After highly accelerated discovery, the Chancery Court conducted a
three day trial of the issues raised by Plaintiffs.  In its
opinion, the court found that "by the most conservative measure
[BBX] will convey 85-90% of its assets, and the transaction will
change fundamentally the nature of [BBX]'s business."  The court
concluded that the proposed sale would therefore breach BBX's
obligations to the TruPS holders.

The court further found that the TruPS holders would be
irreparably harmed by the sale.  Because the proposed sale would
breach the agreements governing the TruPS, the TruPS obligations
would be accelerated, and BBX would not be able to pay off the
accelerated debt.  Further, the personal consideration for BBX's
senior executives would receive in the proposed sale -- more than
$10 million -- would also breach the agreements governing the
TruPS.  In addition, the radical change in BBX's business brought
about by the sale would fundamentally alter the risk shouldered by
the TruPS holders.  The court held that BBX's "officers and
directors cannot extract value over time to benefit themselves and
the equity through a transaction that violates clear contractual
rights in the Indentures."

Affirming that "[p]arties who enter into contracts are entitled to
enforce their rights," the Chancery Court permanently enjoined the
proposed transaction.

Before regulatory changes significantly limited the favorable
capital treatment afforded to TruPS, banks had issued some $60
billion of these securities, and over 1,800 banks placed TruPS
into TruPS collateralized debt obligations (CDOs).  Indeed, banks
themselves have purchased some $12 billion in TruPS CDOs, making
them a significant investor in bank industry debt.  By protecting
the rights of TruPS investors, the Chancery Court's decision may
have a significant impact on how troubled TruPS issuers seek to
resolve their difficulties.

The case is In re BankAtlantic Bankcorp, Inc. Litigation, Consol.
C.A. No. 7068-VCL (Del. Ch.).  Seward & Kissel's team members were
Mark Hyland, Greg Cioffi, Jeffrey Berman, Jeffrey Dine, David
Sagalyn, Benay Josselson, Celinda Metro and Ryan Suser.

                    About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $185.82 million on
$223.59 million of total interest income during the prior year.

The Company also reported a net loss of $11.28 million on
$110.36 million of total interest income for the nine months ended
Sept. 30, 2011, compared with a net loss of $96.95 million on
$135.54 million of total interest income for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.74 billion in total assets, $3.73 billion in total liabilities,
and $7.12 million in total equity.


BEAZER HOMES: Amends Exchange Offers to Delete Cash Provision
-------------------------------------------------------------
Beazer Homes USA, Inc., has amended the terms of its previously
announced exchange offers for (i) any and all of its 7.50%
Mandatory Convertible Subordinated Notes due 2013 and (ii) any and
all of its 7.25% Tangible Equity Units.  The terms of each
exchange offer are being amended to provide that holders of
Subject Securities will not receive cash in lieu of fractional
shares in the offer.  Instead, in the event that an exchange
yields a fractional share, in lieu of that fractional share, the
Company will round up to the next whole share of the Company's
common stock.

* The Notes Exchange Offer

For each $25 principal amount of Notes validly tendered and
accepted in the Notes exchange offer, the holder will receive
5.7348 shares of the Company's common stock.  As of Feb. 28, 2012,
$57.5 million aggregate principal amount of Notes is outstanding.

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

* The Units Exchange Offer

For each Unit validly tendered and accepted in the Units exchange
offer, the holder will receive 4.9029 shares of common stock.  As
of Feb. 28, 2012, 3,000,000 Units are outstanding.

Each unit is comprised of (i) a prepaid stock purchase contract
and (ii) a senior amortizing note due Aug. 15, 2013.  As of
Feb. 28, 2012, the amortizing notes have an aggregate principal
balance of approximately $7.7 million.  At maturity, holders of
the prepaid stock purchase contracts would automatically receive
up to a maximum of 4.3029 shares per contract, depending on the
trading price of the Company's common stock at such time.
Accordingly, the Units exchange offer allows tendering holders to
receive the maximum number of shares of common stock they could
receive at maturity, plus an additional 0.60 shares of common
stock.

Citigroup Global Markets Inc. and Credit Suisse Securities (USA)
LLC are acting as joint dealer managers for the exchange offers.
D.F. King & Co., Inc., is serving as the information agent for the
exchange offers.  Persons with questions regarding the exchange
offers should contact Citigroup Global Markets Inc. at (877) 531-
8365 (toll free), Credit Suisse Securities (USA) LLC at (800) 820-
1653 (toll free) or D.F. King & Co., Inc. at (800) 859-8509 (toll
free) or (212) 269-5550 (collect).

                        About Beazer Homes

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

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

                            *     *     *

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

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

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

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


BOMBARDIER RECREATIONAL: Moody's Lifts Corporate Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service upgraded Bombardier Recreational
Products Inc.'s corporate family (CFR) and probability of default
ratings to B1 from B2, its senior secured revolving credit
facility to Ba1 from Ba2, and its senior secured term loan to B1
from B2. Concurrently, Moody's assigned Ba1 and B1 ratings to
BRP's proposed senior secured revolving credit facility and senior
secured term loan, which will refinance the existing facilities.
The ratings on the existing bank credit facilities will be
withdrawn when the refinancing transaction closes. BRP's ratings
outlook has been changed to stable from positive.

RATINGS RATIONALE

"The upgrade of BRP's ratings reflects the considerable
improvement in the company's operating results driven by the
successful introduction of new product categories, stabilization
of its existing product volumes and benefits from its significant
cost containment efforts", said lead analyst Darren Kirk. Moody's
expects BRP's operating trends will remain modestly positive
through the near term, enabling further improvement to the
company's key credit metrics, which are already well positioned
for the B1 rating. The company's refinancing transaction will
improve its liquidity position, which also supports the upgrade.

BRP's B1 CFR is constrained by the company's 50% ownership by a
financial sponsor ("Bain Capital"), which Moody's believes may
eventually seek cash payouts or cause BRP's capital structure to
alter materially from its current configuration. As well, demand
for BRP's relatively high-priced, discretionary products is highly
cyclical and despite having improved from trough levels, demand is
stabilizing at levels far below the 2007/2008 peak. Elevated
consumer debt and still high unemployment levels provide further
pressure points. Moody's believes these factors will cause the
growth environment for much of the company's products to remain
muted into the medium term, particularly in North America, where
the majority of the company's sales occur. The rating however also
recognizes that dealer inventory levels are now substantially
below pre-recession levels such that future downturns are unlikely
to be as violent as the recent cycle. In addition, BRP's globally
diverse portfolio of recreational products benefit from well-
recognized brand names and leading market positions and the
company has demonstrated its ability to gain market share in both
existing product categories and through new product launches.
Moody's expects modest earnings growth and ongoing free cash flow
generation will enable the company's adjusted Debt/ EBITDA to
approach 3x within the next 12 to 18 months (from about 3.5x
currently).

The stable outlook reflects Moody's expectation that BRP's key
credit metrics will improve modestly over the next 12 to 18
months, but that its rating is unlikely to move during this
timeframe.

Moody's does not expect to further upgrade BRP's ratings as long
as it continues to be controlled by a financial sponsor. Absent
this consideration, Moody's would expect BRP to generate credit
metrics that exceed those required for a higher rating given the
significant contraction in demand that can occur for its
discretionary luxury products during periods of economic weakness.
Sustained metrics associated with upward ratings action would
include adjusted Debt/ EBITDA below 3x and EBITA/ Interest above
3.5x. Conversely, while not expected near term given the upgrade,
the ratings could be lowered should BRP's operations become cash
consumptive or its earnings decline leading to challenges
maintaining an acceptable liquidity position. Sustained metrics
associated with downward ratings action would include adjusted
Debt/EBITDA above 4x and EBITA/ Interest below 2x.

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

Headquartered in Valcourt, Quebec, Bombardier Recreational
Products Inc. is a leading designer, manufacturer, and distributor
of motorized recreational products worldwide, including
snowmobiles, personal watercraft, sport boats, marine engines,
all-terrain vehicles, and roadsters. Revenue for the last twelve
months ended October 31, 2011 was about $2.5 billion.


BON-TON STORES: Must Refashion Sales to Handle 2014 Bond Maturity
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that with a new chief
executive in place, Bon-Ton Stores Inc. has about one year to turn
its financial performance around and reduce its debt in time to
address the 2014 maturity of its bonds, analysts said.

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

                          *     *     *

In January 2012, Moody's Investors Service lowered The Bon-Ton
Stores's corporate family and probability of default ratings. The
rating outlook remains negative.  "The downgrade of the
Probability of Default Rating to Caa1 from B3 reflects the
company's continued negative trends and sales and operating
earnings" said Moody's Vice President Scott Tuhy.  In early
January 2012, Bon-Ton announced that comparable store sales for
December declined by 0.7% and that its year-to-date comparable
store sales decreased 2.8%. The company also lowered earning
guidance, and it now expects EBITDA for fiscal 2011 will be in the
range of $170-175 million, implying a low 20% decline in EBITDA in
Q4 2011 compared to the prior years' fourth quarter.


BP CLOTHING: Guggenheim to Own Company Under Bankruptcy Plan
------------------------------------------------------------
BP Clothing LLC on Tuesday filed a plan of reorganization and
disclosure statement outlining its strategy to exit bankruptcy
protection in May 2012.

The Debtor commenced the Chapter 11 case after extensive
discussions among the Debtor and certain lenders, which resulted
in the Debtor and the Consenting Lenders entering into a Plan
Support Agreement, dated as of Dec. 8, 2011.

Under the Plan, holders of First-Out Obligation Claims under a
2006 secured credit facility with Guggenheim Corporate Funding,
LLC, as administrative agent, and holders of Second-Out Obligation
Claims under the Guggenheim facility will take 100% ownership of
the Reorganized Company according to a revised distribution
scheme.  Holders of subordinated lender claims, totaling
$35,132,925, and general unsecured claims, totaling roughly
$684,000, will not recover anything.  Existing Equity Interests of
the Debtor will be canceled.

The Guggenheim Credit Agreement provided for $65,000,000 in loans
to be provided by a Tranche A and a Tranche B financing.  The
Tranche A Term Loan was to amortize over 20 consecutive quarterly
installments, with the final payment due on July 18, 2011, the
maturity date.  The Tranche B Term Loan matured on July 18, 2011.
As of the Petition Date, the Tranche A Term Loan had $27,125,000
in principal and $3,376,908 in interest outstanding and the
Tranche B Term Loan had $15,000,000 in principal and $2,551,223 in
interest outstanding.  The Tranche A Term Loan comprises the
First-Out Obligations, and is to be paid in advance of the Tranche
B Term Loan, which comprises the Second-Out Obligations.

Based on the discounted cash flow method, the Debtor has estimated
the going concern value of the enterprise at roughly $45 million.
This is higher than the going concern value of the enterprise
estimated by certain of the Consenting Lenders.

Under the Plan Support Agreement, shares in the Reorganized Debtor
were to be distributed as follows: (i) Senior Lender First-Out
Obligation Claims: 90%; (ii) Senior Lender Second-Out Obligation
Claims: 6%; and (iii) Subordinated Lender Claims: 4%.

Under the revised Distribution, the Plan provides that Holders of
the Senior Lender First-Out Obligation Claims will be receiving an
aggregate of 65% of the Reorganized Debtor Common Units (for an
estimated recovery of 95.9%), Holders of the Senior Lender Second-
Out Obligation Claims will be receiving their pro rata share of
35% of the Reorganized Debtor Common Units (for an estimated
recovery of 89.7%), and the Holders of the Subordinated Lender
Claims will not receive a recovery.

Both the Senior Lender First-Out Obligation Claims and the Senior
Lender Second-Out Obligation Claims will be Impaired under the
Plan.

Due to the Debtor's estimate of value (which is greater than the
value estimated by certain of the Consenting Lenders), the
percentage of Reorganized Debtor Common Units distributable to
Holders of Senior Lender First-Out Obligation Claims decreased
from 90% to 65%.  In an effort to provide the Holders of Senior
Lender First-Out Obligation Claims with a similar amount of the
Reorganized Debtor Common Units as negotiated and provided for in
the Plan Support Agreement, one Holder of the Senior Lender
Second-Out Obligation Claims, Orpheus Holdings LLC, which under
the revised Distribution would have received a much higher
Distribution on account of such Claims than agreed to under the
Plan Support Agreement (30.3% versus 5.2%) has agreed to a
redistribution.  An amount equal to 21.5% of the Reorganized
Debtor Common Units that Orpheus Holdings would have received on
account of its Senior Lender Second-Out Obligation Claim will
instead be distributed pro rata to Holders of Senior Lender First-
Out Obligation Claims other than to Orpheus Holdings LLC and MVC
Capital Inc.

Although the total Distribution that the Holders of Senior Lender
First-Out Obligation Claims (other than Orpheus Holdings and MVC)
will be receiving if one includes the Orpheus Holdings
Redistribution will be greater than 100% of the value of their
Claims, the total amount being distributed to Holders of secured
Claims (Senior Lender First-Out Obligation Claims and Senior
Lender Second-Out Obligation Claims) is not greater than 100%.

Moreover, the Consenting Lenders do not agree with the Debtor's
valuation and do not believe that the Holders of Senior Lender
First-Out Obligation Claims are receiving a value greater than
100% of their Claims even including the Orpheus Holdings
Redistribution.

Following the Petition Date, the Debtor discovered that MVC, as
agent and majority Holder of the Subordinated Lender Claims, had
not filed a continuation statement with respect to its security
interest in the Subordinated Lender Claims.  As a result, the
Holders of Subordinated Lender Claims would not be entitled to be
treated as secured Creditors.

However, MVC is a Holder of both Senior Lender First-Out
Obligation Claims and Senior Lender Second-Out Obligation Claims,
and as a result of the revised Distribution scheme promulgated by
the Debtor -- and in particular, the increase in the Distribution
to Holders of Senior Lender Second-Out Obligation Claims from 6%
to 35% -- MVC will receive roughly the same Distribution as it
would have received under the terms of the Plan Support Agreement
(9.4% now versus 10.2% under the Plan Support Agreement).

Orpheus Holdings and each of the Holders of the Senior Lender
First-Out Obligation Claims that are receiving the Orpheus
Holdings Redistribution, other than CapitalSource Financing LLC,
are funds managed by an affiliate of Guggenheim.

The Debtor's pre-bankruptcy obligations include $3,708,448 as of
Nov. 30, 2011, under a 2006 Factoring Agreements with FCC LLC and
FCC Factor Subsidiary II LLC.  Under the Plan, the Factor Claims
will be paid in Cash or amended and restated, as agreed by the
Senior Lenders and the Factor Lenders.  FCC LLC, d/b/a/ First
Capital Western Region LLC, is serving as DIP lender in the case.

The Debtor also owes $6,837,960 under 2009 credit facility with
OCM/BP Holdings III, Inc. and OCM/BP Holdings IIIA, Inc.,
affiliates of Oaktree.  The Oaktree Facility is subordinated to
each of the Factor Loans, the loans with Guggenheim and MVC, and
the PIK Lenders will not recover anything under the Plan.

Creditors entitled to vote on the Plan have until April 12 to cast
their votes.  The Disclosure Statement, however, must first be
approved by the Court as providing adequate information as that
term is defined in 11 U.S.C. Sec. 1125.

The Debtor has asked the Court for conditional approval of the
Disclosure Statement and for a combined hearing under 11 U.S.C.
Sec. 105(d)(2)(B)(vi) to approve the adequacy of the Disclosure
Statement and to confirm the Chapter 11 Plan.  The Debtor proposes
that the Confirmation Hearing be held April 24, 2012 at 10:00
a.m., prevailing Eastern Time, before The Honorable Shelley C.
Chapman.  Plan objections are due April 12.

In December 2011, the Debtor sought and obtained Bankruptcy Court
permission to reject a leased property located at 8700 Rex Road,
Pico Rivera, California.  Majestic/AMB Pico Rivera Associates, LLC
is the landlord.  The Debtor decided to walk away from the
property later November in view of the Debtor's reduced
operations, and the prohibitively expensive costs of maintaining
the Property.
chrisppata

Last month, the Debtor has sued eFashion to recover $362,760 in
un-remitted sale proceeds.  Pursuant to an operating agreement,
eFashion facilitated the sale of the Debtor's merchandise through
the Internet.  The Debtor would supply eFashion with its
trademarked inventory for the purpose of fulfilling customer
orders placed on the Web site, and eFashion was required to
provide the technology and services necessary to operate the Web
site and sell the merchandise.  All proceeds through the Web site
would be collected and processed by eFashion and held in trust for
the exclusive benefit of the Debtor.  However, from July 3, 2011,
through and including Jan. 31, 2012, eFashion failed to make
payments to the Debtor.  The Debtor said any recovery of these
amounts will fund the Debtor's go forward day-to-day operations.

                         About BP Clothing

New York-based BP Clothing LLC is an apparel company specializing
in the design, manufacture and sale of women's apparel products.
The business primarily consists of selling merchandise directly to
Walmart, as well as miscellaneous wholesale providers.  It is also
involved with a third party, eFashionSolutions LLC, which hosts
the Web site http://www.babyphat.com/ It sells certain of its
inventory through the Web site, and pays a percentage of sales to
E-Fashions.  BP Clothing LLC is wholly owned by BP Clothing
Holdings LLC.

BP Clothing LLC filed a chapter 11 case (Bankr. S.D.N.Y. Case No.
11-15696) on Dec. 12, 2011, to effectuate a proposed restructuring
that will substantially reduce debt and enhance the Debtor's
liquidity.  The Debtor intends to emerge from bankruptcy quickly.

Judge Shelley C. Chapman presides over the case.  Michael S. Fox,
Esq., and Sherri D. Lydell, Esq. -- mfox@olshanlaw.com and
slydell@platzerlaw.com -- at Olshan Grundman Frome Rosenzweig &
Wolosky, LLP, serves as the Debtor's counsel.  In its petition,
the Debtor estimated $50 million to $100 million in both assets
and debts.  The petition was signed by Kevin Weber, executive vice
president and CFO.

FCC LLC d/b/a/ First Capital Western Region LLC as Factor and DIP
lender, is represented by Jeff J. Friedman, Esq., at Katten Muchin
Rosenman LLP.

Guggenheim Corporate Funding LLC, as Administrative Agent to the
prepetition Senior Term Lenders, is represented by Ronit J.
Berkovich, Esq., at Weil, Gotshal & Manges LLP.

A meeting of creditors pursuant to section 341(a) of the
Bankruptcy Code was held on Jan. 31, 2012 at 3:00 p.m. Eastern
Time.  The U.S. Trustee has not appointed an Official Creditors
Committee in the case.


BUNKER LAKES: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Paul Wyche at the Journal Gazette reports that Bunker Lakes
Dealership has filed for Chapter 11 bankruptcy, but it is not
certain whether President Kristin McGrade will continue the
business or try to settle her debts.

According to the report, the business has about $5 million in
debts and $10 million in assets.  "They could reorganize," the
report quotes attorney Dan Skekloff, Esq., as saying.  "We'll just
have to wait and see how things unfold."

Based in Auburn, Indiana, Bunker Lakes, Inc. dba Bunker Lakes
Dealership files for Chapter 11 protection on Feb. 22, 2012
(Bankr. N.D. Ind. Case No. 12-10439).  Judge Robert E. Grant
presides over the case.  Daniel J. Skekloff, Esq., Sarah Mustard
Heil, Esq., and Scot T. Skekloff, Esq., at Skekloff, Adelsperger &
Kleven, LLP, represent the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.


CARTER'S GROVE: Hearing on Full-Payment Plan on March 13
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
will convene hearings on March 13, 2012, at 9:30 a.m., and
March 14, to consider the confirmation of Carter's Grove, LLC's
Amended/Modified Plan of Reorganization.

The Court fixed March 6 as the last day for filing written
acceptances or rejections of the amended Plan.  Objections, if
any, are due seven days prior to the confirmation hearing.

According to the Disclosure Statement dated Feb. 10, 2012, the
Debtor is solvent and the Plan provides for all allowed claims to
be paid in full.  Under the Plan, Halsey Minor, the sole member of
the Minor Trust, will fund the continued maintenance and operating
expenses of the Debtor through the closing of the sale of Carter's
Grove, the payments to creditors that hold allowed priority
claims, allowed priority tax claims, and allowed general unsecured
claims pursuant to the terms and conditions set forth in the plan.

The Minor Trust, the sole member of the Debtor, will retain its
interest in the Debtor.  The Debtor obtained a recent appraisal
that estimates the fair market value of its sole asset -- Carter's
Grove -- at $15.8 million, which is substantially more than the
approximate $7.3 million in claims asserted against the Debtor.

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

   http://bankrupt.com/misc/CARTERS_GROVE_ds_2ndamendedplan.pdf

                       About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia-area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., and John W. Lucas, Esq., at Pachulski, Stang,
Ziehl, and Jones LLP, San Francisco, Calif.; Robert S. Westermann,
Esq., and Sheila deLa Cruz, Esq., at Hirschler Fleischer, P.C., in
Richmond, Va., serve as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $21,156,417 in assets and
$12,490,476 in liabilities.

On Aug. 1, 2011, the U.S. Bankruptcy Court for the Northern
District of California approved the transfer of the Chapter 11
case of Carter's Grove, LLC to the Bankruptcy Court for the
Eastern District of Virginia, Newport News Division.


CARTER'S GROVE: Colonial Fails in Attempt for Chapter 11 Trustee
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
denied The Colonial Williamsburg Foundation's motion to appoint a
Chapter 11 trustee in the case of Carter's Grove LLC.

The Court said that no cause or other justification exists for the
appointment of a Chapter 11 trustee, for the dismissal or
conversion of the case to one under Chapter 7.  The Court added
that CWF's interests are adequately protected by certain real
property known as Carter's Grove.

As reported in the Troubled Company Reporter on Dec. 20, 2011, CWF
asked the Court to provide protection to the Debtor and ensure
that all necessary repairs and ongoing maintenance are timely
performed, by:

   1) appointing a Chapter 11 trustee;

   2) conversion of the Chapter 11 case to a case under Chapter 7
      of the Bankruptcy Code; or

   3) grant relief from the automatic stay pursuant to Bankruptcy
      Code section 362(d)(1) permitting CWF to foreclose on it
      first priority liens in its collateral, or requiring the
      Debtor to provide adequate protection through the immediate
      funding and completion of necessary repairs and ongoing
      maintenance.

According to CWF, the Debtor incurred fraudulent debts and made
fraudulent transfers for the sole benefit of Halsey Minor, the
sole member of the Minor Trust, the designated manager of the
Debtor, and the sole beneficiary of the Minor Trust, when he
encountered financial difficulties.

In its objection, the Debtor related that CWF's attempt to derail
the reorganization process and avoid the claims being pursued
against it by the Debtor must be denied.

The Debtor asserted that is properly managing its affairs,
maintaining the value of assets, and preserving the estate for the
benefit of all of its creditors.

                       About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia-area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., and John W. Lucas, Esq., at Pachulski, Stang,
Ziehl, and Jones LLP, San Francisco, Calif.; Robert S. Westermann,
Esq., and Sheila deLa Cruz, Esq., at Hirschler Fleischer, P.C., in
Richmond, Va., serve as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $21,156,417 in assets and
$12,490,476 in liabilities.

On Aug. 1, 2011, the U.S. Bankruptcy Court for the Northern
District of California approved the transfer of the Chapter 11
case of Carter's Grove, LLC to the Bankruptcy Court for the
Eastern District of Virginia, Newport News Division.


CATALYST PAPER: Noteholder Groups Take Aim at Chapter 15 Filing
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a group of
noteholders is accusing Catalyst Paper Corp. of hiding behind the
bankruptcy protection it seeks, arguing that the company is trying
to dodge scrutiny of its "flawed-plan process" and abandon the
interests of its creditors through its proceedings in the U.S. and
Canada.

                       About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst Paper in January 2012 applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.

Affiliate Catalyst Paper Holdings Inc., sought creditor protection
under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case
No. 12-10219) on Jan. 17, 2012.  The company is seeking
recognition of these proceedings with the Delaware Court in order
for the Canadian order under the CBCA to be recognized in the
United States.

The company will continue to operate and satisfy its obligations
to trade creditors, customers, employees and retirees in the
ordinary course of business during this restructuring process.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst said it had entered into a
restructuring agreement, which will see its bondholders taking
control of the company and includes an exchange of debt for
equity.  The agreement said it would slash the company's debt by
C$315.4 million ($311 million) and reduce its cash interest
expenses.  Catalyst also said it will continue to "operate and
satisfy" its obligations to customers, trade creditors, employees
and retirees in the ordinary course of business during the
restructuring process.

Catalyst Paper joins a line of paper producers that have succumbed
to higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  Last
year, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.


CITIZENS CORP: Legends Bank Wins Bid for Chapter 11 Trustee
-----------------------------------------------------------
Bankruptcy Judge Marian F. Harrison agreed with Legends Bank that
a Chapter 11 trustee is necessary in Citizens Corporation's
bankruptcy case.  The Court held that an independent person must
review many of the transactions involving the debtor, its CEO
Marion Ed Lowery, and its wholly owned subsidiary, Financial Data
Technology Corporation.

"Mr. Lowery simply has too much at stake to act in the best
interest of the debtor," the Court said.

The Court declined to rule on Citizens' request to hold lenders
Tennessee Commerce Bank and Legends Bank in contempt for the
lenders' violation of the automatic stay under 11 U.S.C. Sec.
362(a).  The Debtor accuses TCB of improper attempts to exercise
control over property of the estate in the guise of voting the
Debtor's shares in FiData.

According to the Court, a Chapter 11 Trustee should have an
opportunity to present a position to the Court after reviewing the
pleadings, testimony, and exhibits.  The Chapter 11 Trustee should
have a say in who controls the debtor's stock in its most
significant asset.

FiData is a subsidiary of Citizens in the business of providing
information technology and other back-office services to a large
number of banks in middle Tennessee.  As part of a $22.5 million
loan agreement between Citizens and TCB, Citizens pledged its
shares in FiData as collateral to secure the obligation.  After
alleging a default by Citizens, TCB asserted its purported right
under a Pledge and Security Agreement between the parties to
exercise voting rights over the FiData stock.  TCB used the voting
rights to remove the existing board and instead appoint and
install its own hand-picked director of FiData.  Since that
appointment, the Debtor said, TCB has improperly directed the
operations of FiData for the sole benefit of TCB and to the
detriment of FiData, FiData's customers, Citizens, and other
related entities.

Legends asserts that it is the lead lender with respect to certain
secured indebtedness owed to TCB and participated in by TCB,
Citizens Bank, CedarStone Bank, Community First Bank & Trust, and
Legends.  TCB was closed by the Tennessee Department of Financial
Institutions on Jan. 27, 2012, and the Federal Deposit Insurance
Corporation was named Receiver.

The case is CITIZENS CORPORATION, Plaintiff, v. TENNESSEE COMMERCE
BANK, AND LEGENDS BANK, Defendants, Adv. Proc. No. 311-0628A
(Bankr. M.D. Tenn.).  A copy of the Court's Feb. 27, 2012
Memorandum Opinion is available at http://is.gd/L0uEDmfrom
Leagle.com.

                        About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II, presides over the case.  Robert J.
Mendes, Esq., at MGLAW, PLLC, serves as the Debtor's counsel.
Marion Ed Lowery, a former owner of Peoples State Bank of Commerce
of Nolensville and various other entities, serves as chairman of
the company.  He signed the Chapter 11 petition.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq., at Burr & Forman LLP.

Citizens listed assets and liabilities showing property worth
$40.1 million and debt of $17.8 million.

Citizens has filed a reorganization plan offering to pay all
creditors in full over time, including Tennessee Commerce Bank and
other secured lenders owed $17.3 million.  Unsecured creditors,
owed a combined $81,000, would be paid off in equal installments
over five years.


CITIZENS DEVELOPMENT: LDG Golf to Get 100% Ownership Under Plan
---------------------------------------------------------------
Citizens Development Corp. filed with the U.S. Bankruptcy Court
for the Southern District of California a disclosure statement
describing its First Amended Plan of Reorganization dated Feb. 17,
2012.

In 2008, Telesis Community Credit Union made a loan to the Debtor
for $4.74 million.  The Note was secured by a deed of trust,
assignment of rents, security agreement and fixture filing
recorded in the Office of The County Recorder of San Diego County.
Under the terms of the Deed of Trust, Telesis was granted a first
priority security interest in, among other things, the Property.

In April 2010, Telesis filed a lawsuit against the Debtor seeking
to collect on the alleged debts owed by the Debtor.  The filing of
the Debtor's bankruptcy case stayed the Telesis Action.

After the Petition Date, Telesis filed a motion for relief from
automatic stay which Motion has been resolved pursuant to a
settlement agreement it entered into with the Debtor.

Telesis holds $4.70 million secured claim and $614,722 unsecured
claim.  Telesis agreed to waive its unsecured claim if the Debtor
fully and timely performs all its obligations under the Loan
Documents.  The contract interest rate under the Note will be
deemed adjusted to 5.25% fixed.  In connection with the Telesis
Settlement, the Debtor has agreed to deposit impounds with Telesis
of (1) $3,392 per month for capital repairs to docks and (2)
$3,284 per month for capital repairs to the Recreation Center.

General unsecured creditors, holding between $3.84 million and
$6.02 million claims, will receive on the Plan Effective Date a
pro rata distribution from cash in the amount of $50,000 which
will be funded from the exit cash.

The funding for the Plan will initially come from a new value
contribution in the amount of up to $375,000 to be made to the
Reorganized Debtor by LDG Golf Marketing, LLC, (the "New
Investor"), Telesis' cash collateral in the amount of $50,000
allocated to the payment of allowed administrative expenses
pursuant to the Telesis Settlement, and the Debtor's additional
cash on hand which is estimated to be $50,000, which collectively
equates to up to $475,000.

On the Effective Date, all of the existing equity interests in the
Debtor will be deemed cancelled and extinguished and of no further
force or effect.  Equity holders in the Debtors will not receive
any distribution or retain any property on account of those equity
interests.

In exchange for the New Value Contribution, the New Investor will
receive 100% of the equity interests in the Reorganized Debtor.
The New Investor is a newly formed limited liability company (LDG
Golf Marketing LLC) whose managing member is Christopher DiNofia
(who is a family member of the Debtor's principal Matthew C.
DiNofia, and a creditor of the Debtors estate).  The New Investor
will be funded by Chris DiNofia and Matthew C. DiNofia.

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

          http://bankrupt.com/misc/CITIZENS_DSFeb17.pdf

                  About Citizens Development Corp.

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill LLP, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).


CITIZENS DEVELOPMENT: Court OKs Caufield for Lake Disputes
----------------------------------------------------------
Citizens Development Corp. sought and obtained permission from the
Bankruptcy Court to employ Caufield & James LLP as special
litigation counsel.  The Debtor requires the services of special
counsel to address the quality issues of Lake San Marcos, one of
the Debtor's properties, and to deal with the governmental and
environmental agencies involved in the Lake disputes, as well as
the residents of the Lake who are also involved in the water
quality issues raised by the governmental and environmental
agencies.

Caufield will only be compensated for legal services rendered if a
recovery is obtained for the Debtor.  If Caufield does not obtain
a recovery, the Debtor and the estate will be obligated to pay
only for costs, disbursements and expenses of Caufield.  To the
extent Caufield obtains a recovery for the Debtor, the proposed
fee to be paid to Caufield will be 25% of the net recovery.

Caufield will not seek compensation from the Debtor's estate in
connection with the defense of claims.  Instead, Caufield will
seek compensation solely from insurance companies for payment of
fees and charges.

In connection with tendering the defense of claims to primary or
secondary insurance carriers, the Debtor will provide a retainer
payment of $3,000 to Caufield.

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

                  About Citizens Development Corp.

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
Aug. 26, 2010.  Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill LLP, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million as of the Chapter
11 filing.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).


CLARE AT WATER: Chapter 11 Plan Requires Sale of All Assets
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will convene a hearing on March 20, 2012, at 10:00 a.m., to
consider adequacy of the Disclosure Statement explaining The Clare
at Water Tower's Plan of Reorganization dated as of Feb. 15, 2012.

According to the Disclosure Statement, the Plan provides for the
sale of substantially all of the Debtor's assets pursuant to an
asset purchase agreement and the Plan Administrator's subsequent
liquidation of the Debtor's remaining assets, administration of
the Plan and the wind-down of the Debtor and its Estate post-
Effective Date.  The Plan will be funded from the proceeds of the
asset sale, including, but not limited to, sale proceeds, and all
other remaining assets of the Debtor.

Under the Plan, the Debtor will treat claims as, among other
things, DIP Claims will be paid full in cash on the Effective
Date.  For the benefit of all holders of Variable Rate Bonds
($137,605,136), its pro rata share of the sale proceeds and the
proceeds of the sale of any other assets securing the Variable
Rate Bondholder Claims, less certain amounts.  Other secured
claims and resident claims will recover 100% of their claims.
Holder of an Allowed General Unsecured Claim will be entitled
to receive Cash equal to the holder's pro rata share of any
funds available after payment in full of compensation and
Reimbursement Claims Allowed as of the Effective Date.  Each
holder of an interest in Debtor will not receive any distribution
on account of the interest.

The Debtor set a hearing on April 17, 2012, at 10:00 a.m.
(prevailing Central Time), before the Hon. Susan P. Sonderby.

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

                          Sale Process

The  DIP  Agreement contains milestones that must be achieved to
avoid the termination of Debtor's ability to borrow thereunder.
These milestones require the Debtor to, among other things, either
(x) (i) file a plan of reorganization not later than Feb. 15,
2012; (ii) obtain entry of an order approving the Disclosure
Statement not later than March 21, 2012; (iii) obtain entry  of
the Confirmation Order not later than April 27, 2012; and (iv)
satisfy each condition to the Plan's Effective Date not later than
May  11, 2012; or (y)(i) file a motion for approval of bidding
procedures for the asset sale not later than Feb. 15, 2012; (ii)
obtain entry of an order approving bidding procedures for the
Asset Sale not later than March 21, 2012, (iii) obtain  entry  of
an  order approving the asset sale not later than April 30, 2012,
and (iv) consummate the asset sale not later than May 11, 2012

                   About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Houlihan Lokey Capital, Inc., as its investment banker and
financial advisor.  Deloitte Financial Advisory Services LLP
serves as restructuring advisor.  Epiq Bankruptcy Solutions serves
as claims and noticing agent.  The Debtor, in its amended
schedules, disclosed $56,778,671 in assets and $321,747,63 in
liabilities.  The petition was signed by Judy Amiano, president.

The Official Committee of Unsecured Creditors proposed to retain
SNR Denton US LLP as counsel.  The Committee also tapped FTI
Consulting, Inc., as its financial advisor.


CLARE OAKS: B.C. Ziegler Okayed as Investment Banker
----------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Clare Oaks to employ B.C.
Ziegler and Company as investment banker and financial advisor,
effective as of Dec. 5, 2011.

As reported in the Troubled Company Reporter on Feb. 6, 2012, BCZ
is expected render financial advisory and investment banking
services to the Debtor in connection with the possible sale,
merger, affiliation, lease, recapitalization, debt restructuring,
or other similar transaction.

Specifically, among other things, BCZ will evaluate the financial
condition and performance of the Debtor; prepare distribution
materials and solicit potential investors and other interested
parties; assist the Debtor in closing any Transaction; and provide
additional needed support as reasonably requested by the Debtor.

The Court approved the Engagement Agreement with BCZ which
provides that the Debtor will indemnify and hold harmless BCZ, its
affiliates, and certain persons associated with BCZ or its
affiliates relating to or arising out of the Debtor's engagement
of BCZ, except that the Debtor will not be responsible for any
claims, liabilities, losses, damages, or expenses which have
resulted directly and primarily from BCZ's bad faith, gross
negligence, or willful misconduct.

The Debtor has agreed to compensate BCZ for services rendered as
follows:

  (a) Without the need for further Court approval, a transaction
      success fee, payable upon the closing of a Transaction from
      proceeds of that Transaction and based on the following
      percentages:

     (i) In the event of a sale of assets, affiliation with
         another organization, or another change of control
         Transaction, the Transaction Success Fee will be 1.5% of
         "Aggregate Consideration" received in relation to the
         Transaction; or

    (ii) In the event the Bonds are restructured, and there is not
         a change in control Transaction, the Transaction Success
         Fee will be 0.5% of the par amount of current pay or
         deferred pay bonds payable after the restructuring.

  (b) In the event the Debtor elects not to pursue a Transaction,
      a minimum fee of $200,000, which will be paid to BCZ within
      5 business days of such election not to pursue a
      Transaction.

BCZ will seek reimbursement from the Debtor for reasonable out-of-
pocket expenses, including, but not limited to, legal fees and
other advisor fees, regardless of whether a Transaction is
successfully completed.

To the best of the Debtor's knowledge, information, and belief,
BCZ neither holds nor represents any interest adverse to the
Debtor's bankruptcy estate, and is a "disinterested person," as
that term is defined in Section 101(14) of the Bankruptcy Code.

                         About Clare Oaks

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

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

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

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


DYNEGY INC: Examiner Has Agreement With Banks on Use of Docs.
-------------------------------------------------------------
Credit Suisse Securities (USA) LLC, Goldman Sachs Lending
Partners LLC, and Susheel Kirpalani, in his capacity as examiner
for the Chapter 11 cases of Dynegy Holdings LLC and its debtor
affiliates, have agreed on a stipulated protective order
governing the disclosure, discovery, production, and use of
documents and other information in the Chapter 11 cases.

The proposed stipulated protective order provides that a party
may designate as "confidential" any material which contains non-
public inside information or commercially sensitive information.

The Designating Party will designate material as "confidential"
only when it has a good faith belief that the material requires
that designation.

Access to or disclosure of Confidential Information will be
limited only to the Examiner and certain qualified persons.  If,
because of inadvertence or mistake, a designation of Confidential
Information is not made at the time of the disclosure, the
Designating Party may so designate documents or information by
providing written notice to the Examiner within a reasonable time
after learning that the document or information was disclosed.
Following the designation, disclosure of the Confidential
Information will be made only in accordance with the terms of the
Stipulated Protective Order.  The disclosure of Confidential
Information by the Examiner prior to the designation will not be
deemed a waiver of any right of the Designating Party to
designate the information as Confidential Information.  The
disclosure of the Confidential Information by the Examiner prior
to the designation also will not be considered a violation or
breach of the Protective Order.

To the extent the Examiner must include Confidential Information
of a Designating Party in the Examiner's Report, or in any other
report, pleading, motion or other paper filed with the Court in
the Chapter 11 Cases, the documents or portions thereof
containing Confidential Information will be filed under seal,
with a copy to such Designating Party, and the filings will be
redacted prior to the Examiner's transmission of it to other
parties.

If, at any time, the Examiner or any Qualified Person receives a
subpoena or request by any court, administrative or legislative
body, or by any other person or entity purporting to have
authority to require production, seeking any Confidential
Information governed by the Stipulated Protective Order, the
Examiner or Qualified Person to whom the subpoena or request is
directed, to the extent permitted by law, shall give prompt
written notice to the Designating Party and include with the
notice a copy of the subpoena or request.  The Examiner or
Qualified Person to whom the subpoena or request is directed also
will make all reasonable good faith efforts to provide to the
Designating Party a reasonable period of time in which to seek to
quash, limit or object to the subpoena or request, or to move for
any protection for the Confidential Information, before the
person to whom the subpoena or request is directed takes any
action to comply with the subpoena or request.  In no event will
the Confidential Information be produced by a person receiving a
subpoena or request without providing the Designating Party an
opportunity to quash, limit or object to the subpoena or request,
absent a court order to do so or as otherwise required by law.

If the Examiner or any Qualified Person learns that, by
inadvertence or otherwise, it has disclosed Confidential
Information to any person or in any circumstance not authorized
under the Protective Order, the Examiner or Qualified Person that
made the inadvertent disclosure must immediately, to the extent
permitted by law given the nature and circumstances of the
disclosure, (a) notify in writing the Designating Party of the
unauthorized disclosures, (b) use commercially reasonable efforts
to retrieve all unauthorized copies of the Confidential
Information, and (c) inform the person or persons to whom
unauthorized disclosures were made of all the terms of the
Stipulated Protective Order.

                        About Dynegy Inc.

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

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

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

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

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

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

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

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

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


DYNEGY INC: U.S. Bank Seeks Determination on Sec. 502(b)(6)
-----------------------------------------------------------
U.S. Bank National Association asks the Court to determine that
Section 502(b)(6) of the Bankruptcy Code does not apply to its
claims against Dynegy Holdings LLC, Dynegy Roseton LLC, and
Dynegy Danskammer LLC, arising from or related to the leases of
the Roseton and Danskammer facilities and related guaranties.

U.S. Bank is successor indenture trustee under the Indenture of
Trust, Mortgage, Assignment of Leases and Rents and Security
Agreement related to Roseton Units 1 and 2 and successor
indenture trustee under the Indenture of Trust, Mortgage,
Assignment of Leases and Rents and Security Agreement related to
Danskammer Units 3 and 4.

U.S. Bank commenced the adversary proceeding in response to
Dynegy Holdings and the other defendants' public statements that
they would seek to cap the Indenture Trustee's claims under
Section 502(b)(6).  Specifically, U.S. Bank filed the complaint
to seek:

  (a) declaratory judgments, through four claims for relief,
      that Section 502(b)(6) does not apply to its claims
      against the Defendants; and

  (b) a determination regarding the allowed amount of its
      claims.

On behalf of U.S. Bank, George A. Davis, Esq., at Cadwalader
Wickersham & Taft LLP, in New York, relates that one of U.S.
Bank's claims for relief -- that its claims arise from agreements
concerning personal property and accordingly Section 502(b)(6)
does not apply -- and three of the Defendants' related
counterclaims are ripe for determination by the Court based on
well-established case law and the factual record already
presented in the pleadings.

"Resolution of these claims at this stage of the adversary
proceeding will help focus the fact and expert discovery in this
adversary proceeding, reduce the number of issues this Court must
determine at trial, and potentially obviate the need for a trial
in this matter altogether," Mr. Davis asserts.

Section 502(b)(6) applies to claims of a lessor for damages
resulting from the termination of a lease of real property.  The
Personal Property Leases expressly relate only to personal
property and therefore, on their face, are outside the scope of
Section 502(b)(6), Mr. Davis points out.  He further notes that
the unambiguous language of the Personal Property Leases and the
related Real Property Leases and Real Property Subleases (all of
which were entered into contemporaneously) make clear that:

  * all of the assets covered by the Personal Property Leases
    are personal property, not real property;

  * title to those assets is and shall remain severed from title
    to the real estate; and

  * the PSEG Lenders have the right to remove all of those
    assets from the real estate without regard to damage to the
    real estate, or to require Defendants to remove all of those
    assets (for shipment to the PSEG Lenders) at Defendants'
    sole risk and expense.

Mr. Davis contends that the Personal Property Leases expressly
relate only to personal property and therefore, on their face,
are outside the scope of Section 502(b)(6).

The parties clearly intended that the assets covered by the
Personal Property Leases be considered and treated as personal
property for all purposes, other than possibly property taxes,
and there is no basis in the relevant documents for Defendants'
attempts to apply the Section 502(b)(6) cap to Plaintiff's
claims, Mr. Davis argues.

"Not surprisingly, Defendants ignore the express language of the
Personal Property Leases and ask this Court to recharacterize
them as concerning real property," Mr. Davis tells the Court.

For these reasons, U.S. Bank asserts that the Court should
determine now that, as a matter of law and based on the
pleadings, Section 502(b)(6) is inapplicable to its claims
arising from the Personal Property Leases and related Guaranties.

                        About Dynegy Inc.

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

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

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

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

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

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

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

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

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


ENER1 INC: Court Confirms Chapter 11 Plan
-----------------------------------------
The U.S. Bankruptcy Court signed an order confirming Ener1 Inc.'s
Chapter 11 plan and approving the adequacy of the information in
the disclosure statement.

"The Court's confirmation of our Plan marks a significant step
forward in completing our restructuring process," stated Alex
Sorokin, interim-C.E.O., Ener1, Inc.  "The holding company will
exit bankruptcy with new equity funding and a stronger balance
sheet, and its operating subsidiaries will be better positioned to
meet the demands of existing and potential customers in the energy
storage industry."

                        The Chapter 11 Plan

As reported in the Feb. 1, 2012 edition of the TCR, the plan
provides for a restructuring of the Company's long-term debt and
the infusion of up to $81 million of equity funding.   Of this
amount, a new debtor-in-possession credit facility of up to
$20 million from Bzinfin S.A. will be available to support working
capital needs during the restructuring.  The balance, for a total
of up to $81 million, will be available over the four years
following Court approval of the restructuring plan and subject to
the satisfaction of certain terms and conditions.  Moreover, $50
million of the amount will be provided periodically by Bzinfin
over a period of 24 months following the Plan effective date.
Bzinfin and other parties will invest their pro rata share of up
to $31 million through the purchase of preferred stock from time
to time through 2013 to 2015.

Ener1's primary debt obligations consist of:

     -- A secured term loan, dated Nov. 16, 2011, from Liberty
        Harbor Special Investments, LLC, Goldman Sachs Palmetto
        State Credit Fund, L.P., and Bzinfin, each as a lender,
        and Bzinfin, as agent, in the principal amount of
        $4.5 million plus accrued and unpaid interest, fees, and
        costs, which credit facility was subsequently increased to
        a principal amount of $6.5 million on Dec. 30, 2011;

     -- Tranche A 8.25% Senior Notes, due July 1, 2013, in the
        principal amount of $28,094,214, and Tranche B 8.25%
        Senior Notes, due July 1, 2013, in the principal amount of
        $29.25 million, which were issued pursuant to a Waiver,
        Amendment, and Exchange Agreement, dated Sept. 9, 2011, by
        and among Ener1, Inc., Liberty Harbor Special Investments,
        LLC, Goldman Sachs Palmetto State Credit Fund, L.P.,
        Whitebox Multi Strategy Partners, L.P., Whitebox
        Concentrated Convertible Arbitrage Partners L.P., Pandora
        Select Partners, L.P., Whitebox Credit Arbitrage Partners,
        L.P., and Whitebox Special Opportunities Fund LP,
        Series B, for the approximate aggregate outstanding
        principal balance, plus accrued and unpaid interest, of
        $62.0 million;

     -- 6% Senior Convertible Notes, due Aug. 27, 2015, issued by
        the Debtor pursuant to a Note Purchase Agreement, dated
        Aug. 27, 2010, in the aggregate outstanding principal
        balance, plus accrued and unpaid interest, of $10.3
        million, and held by ITOCHU Corporation; and

     -- line of credit agreement, dated June 29, 2011, as amended,
        by and between Ener1 and Bzinfin, S.A., which established
        a line of credit for the Debtor in the aggregate principal
        amount of $15,000,000 in the current aggregate outstanding
        principal balance, plus accrued and unpaid interest, of
        $12.1 million.

Pursuant to the Plan, Priority Non-Tax claims in Class 1 and
Bridge Loan Claims in Class 2 will be paid in full and the
claimholders are deemed to accept the Plan.

Holders of Senior Note Claims in Class 3 are expected to receive
86.2% of their claims.  Each holder of a Senior Note Claim will
receive its pro rata share of $2,717,708 cash, new Senior Notes
and shares of New Common Stock.

Holders of Convertible Note Claims in Class 4 are expected to
receive 52.1% of their claims.  Each claimholder will receive its
pro rata share of $448,957 cash and shares of New Common Stock.

Holders of Line of Credit Claims in Class 5 are expected to
receive 44.9% of their claims.  Each claimholder will receive New
Common Stock.

The Holders of Class 3, 4 and 5 have voted to accept the Plan.

The claims of Ener1's general unsecured creditors in Class 6 will
be unimpaired and paid by the Company under the restructuring
plan.  All of the Company's existing common stock in Class 7 will
be cancelled.  Suppliers to the Company will be paid under normal
terms for goods and services provided after the Chapter 11 filing
date.  Payments for goods and services provided directly to the
Company prior to the filing date have been previously settled or
will be paid pursuant to the restructuring plan when it is
approved by the Court.

                            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.

Ener1 will seek approval of the prepackaged reorganization plan at
Feb. 27 confirmation hearing.

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: Reaches Settlement With Noteholders, Committee
---------------------------------------------------------------
Evergreen Solar, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to approve a stipulation among
the Debtors, the supporting noteholders, the Official Committee of
Unsecured Creditors, and U.S. Bank National Association, as
indenture trustee and collateral agent for the senior secured
notes.

The five main components of the stipulation consists of:

   i) resolution of outstanding litigation and contested matters,
      including that relating to the extent and validity of the
      secured indenture trustee's claims and liens;

  ii) provision of an additional carve out of the secured
      indenture trustee's collateral for the benefit of the
      Debtor's estate (including payment of administrative and
      priority claims);

iii) provision of an additional carve out of the secured
      indenture trustee's collateral for the benefit of, and
      distribution to, general unsecured creditors, including
      pursuant to the unsecured creditor vehicle;

  iv) transfer of collateral and proceeds thereof free of the
      Debtor liabilities to the secured indenture trustee less
      amounts otherwise agreed to be left for the benefit of the
      estate or the unsecured creditors; and

   v) agreement to support the pursuit of a Chapter 11 Plan to
      conclude the Chapter 11 case to the extent reasonably
      feasible.

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

http://bankrupt.com/misc/EVERGREEN_SOLAR_settlement_stipulation.pd
f

                      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.


FEDERATED SPORTS: Epic Poker League Parent Files for Chapter 11
---------------------------------------------------------------
Brian Pempus, writing for CardPlayer, reports that Federated
Sports + Gaming, the parent company to the Epic Poker League, has
filed for Chapter 11 bankruptcy.

"[O]ur goal is to keep the [EPL] and all of our key initiatives
. . . moving forward with a continued spirit of innovation," the
report quotes the Company's Executive Chairman Jeffrey Pollack as
saying.  "We will most likely accomplish this by entering into an
agreement with another firm that shares our passion and vision --
a process we had been working toward prior to the filing."

According to Steve Green at Vegas Inc., the filings disclosed that
the Company's estimated assets and liabilities are in the
$1 million to $10 million range.  The initial court filings by
Epic owner Federated Sports & Gaming Inc. and Heartland owner
Federated Heartland Inc., both of Chevy Chase, Md., didn't include
detailed financial information.

Mr. Green, citing papers filed in court, reports that attorneys
for Federated Sports and Federated Heartland said they had 22
employees, about $15,000 in cash on hand and receivables of about
$115,000.  Mr. Green notes records show a key creditor is casino
operator Pinnacle Entertainment Inc., of Las Vegas, owed
$2 million for a loan to the companies.  Another $1.966 million is
owed to a company called All In Production LLP, of Fargo, N.D.


FIRST AMERICANS INSURANCE: Claim Filing Waives Right to Jury Trial
------------------------------------------------------------------
In the lawsuit THOMAS D. STALNAKER, Plaintiff, v. DAN FITCH,
Defendant, Adv. Proc. No. 11-4074 (Bankr. D. Neb.), which is
related to the Chapter 11 bankruptcy case of First Americans
Insurance Service, Inc., Chief Bankruptcy Thomas L. Saladino
struck from the record the defendant's request for jury trial,
explaining that the defendant already waived his right to jury
trial when he filed of a proof of claim in First Americans
Insurance's bankruptcy case.  A copy of the Court's Feb. 28, 2012
Order is available at http://is.gd/jA3Livfrom Leagle.com.

Mr. Fitch suffered another set back Feb. 28 after the U.S.
District Court in Nebraska adopted the Report and Recommendation
by Recommendation) of Judge Saladino denying Mr. Fitch's motion to
withdraw bankruptcy court reference of the adversary proceeding
commenced by Thomas D. Stalnaker, trustee of First Americans
Insurance Services, Inc., against Mr. Fitch.

Mr. Fitch challenges the jurisdiction of the bankruptcy court to
hear the adversary claim.  The Report and Recommendation advises
that the District Court not withdraw the reference because (1)
most, if not all, of the plaintiff's causes of action are core
proceedings which the bankruptcy court may hear and decide; (2)
the bankruptcy court has related-to jurisdiction over any non-core
proceedings raised in the case and may hear those matters, subject
to limitations on its right to enter final judgment; and (3) the
defendant's motion is an invalid substitute for a timely appeal of
the adverse decision entered on his motion to dismiss.

The case before the District Court is, THOMAS D. STALNAKER,
Trustee, Plaintiff, v. DAN FITCH, Defendant, No. 8:12CV33 (D.
Neb.).  A copy of Senior District Judge Lyle E. Strom's Feb. 28,
2012 order is available at http://is.gd/YY8Wsufrom Leagle.com.

Mr. Stalnaker, as trustee, is represented by lawyers at his firm:
John D. Stalnaker, Esq., and Robert J. Becker, Esq. --
info@sbblawfirm.com -- at Stalnaker, Becker Law Firm.

The Official Committee of Unsecured Creditors of First Americans
Insurance Service is represented by Donald L. Swanson, Esq. --
don.swanson@koleyjessen.com -- at Koley, Jessen Law Firm.

Dan Fitch is represented by John P. Raynor, Esq., in Omaha.

First Americans Insurance Service, Inc., appeared Pro Se in the
lawsuit.

Grand Island, Nebraska-based First Americans Insurance Service
Inc. -- http://www.fais.com/-- operates an insurance company.
First Americans filed for Chapter 11 bankruptcy protection (Bankr.
D. Neb.  Case No. 09-40067) on Jan. 12, 2009.  Robert F. Craig,
Esq., at Robert F. Craig, P.C., served as the Debtor's counsel.
The company estimated $1 million to $10 million in assets and
$100 million to $500 million in liabilities.


FREEDOM COMMUNICATIONS: JPM Asks Judge to Reconsider Loan Division
------------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a JPMorgan Chase
Bank N.A. attorney tried again Wednesday to persuade a New York
state judge to use the bank's formula to divvy up what's left of a
$300 million loan to Freedom Communications Inc. after the media
conglomerate went bankrupt.

Law360 says the problem is that one of the lenders on the $300
million loan, Credit Industriel et Commercial -- whose claim has
since been bought by Luxor Capital LLC -- didn't fund its portion
of the multibank loan to the then-embattled media company.

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned media company operating print
publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
100 daily and weekly publications, plus ancillary magazines and
other specialty publications. The broadcast company's stations --
five CBS, two ABC network affiliates and one CW affiliate -- reach
more than 3 million households across the country. The Company's
news, information and entertainment websites complement its print
and broadcast properties.

Freedom Communications filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13046) on Sept. 1, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, and Latham & Watkins LLP served as
Chapter 11 counsel.  Houlihan, Lokey, Howard & Zukin, Inc., served
as financial advisors while AlixPartners LLC served as
restructuring consultants.  Logan & Co. served as claims and
notice agent.

Freedom Communications had $757 million in assets against debts of
$1.077 billion as of July 31, 2009.

The Bankruptcy Court confirmed Freedom' Plan of Reorganization on
March 9, 2010.  The Plan became effective April 30, 2010.  The
Plan, which was supported by the Steering Committee of the
Company's secured lenders and the Official Committee of Unsecured
Creditors, eliminated $450 million of debt from Freedom's balance
sheet.


GENMAR HOLDINGS: Clawback Claims Went Overboard, Says Suit
----------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the bankruptcy
trustee for Genmar Holdings Inc. sullied the reputations of the
company's former CEO, his wife and two of his businesses by
targeting them with defamatory clawback claims, according to a
suit removed Friday to Minnesota federal court.

Former Genmar CEO Irwin L. Jacobs claims that Charles W. Ries, the
Chapter 7 trustee for Genmar, wrongly sought to recover alleged
illegal transfers made to insiders of the company before it went
bankrupt in June 2009, according to Law360.

                       About Genmar Holdings

Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/-- is
the world's second-largest manufacturer of fiberglass powerboats.
It 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
on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537).
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.

Manchester Companies, Inc., was named Chief Restructuring Officer
of Genmar and has been managing the company's restructuring
process since then.


GEO POINT: Contract & Cash Woes, Default Raise Going Concern Doubt
------------------------------------------------------------------
Geo Point Technologies, Inc., said in a Form 10-Q filing with the
Securities and Exchange Commission for the quarterly period ended
Dec. 31, 2011, that there is substantial doubt about its ability
to continue as a going concern.

Geo Point said it has generated limited revenues during the three
and nine months ended Dec. 31, 2011, has a working capital deficit
of $2,412,172 at Dec. 31, 2011, has limited capital to fund
operations, and had a net usage of cash in operations.
Additionally, the Company has had difficulties in securing
contracts for the consistent delivery of crude oil for it to
refine.  These inconsistencies have required the Company to
operate its refinery at below capacity and at times required it to
close the refinery.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

Geo Point said its future is dependent upon its ability to obtain
equity or debt financing and ultimately to achieve profitable
operations from the development of its business segments.  Since
inception through Dec. 31, 2011, the Company funded operations
through related-party borrowings and $750,000 in borrowings from
an unrelated third party.  In addition, during the year ended
March 31, 2011, the Company assumed a lease for the primary
refining equipment in which a significant amount of liabilities
were incurred.  In July 2011, the Company was in default of July's
payment for this lease and has received a notice from the bank
notifying the Company that it was in default and the bank could
take such actions as foreclosure and other legal remedies.  To
date, no additional payments have been made on this obligation.

Currently, the Company does not have any commitments or assurances
for additional capital other than the revolving loans payable from
a principal shareholder and related individuals.  There can be no
assurance that the revenue from future expected operations from
the refinery will be sufficient for the Company to achieve
profitability in its operations, and it is possible that
additional equity or debt financing may be required for the
Company to continue as a going concern.

As of Dec. 31, 2011, Geo Point's principal source of liquidity was
cash totaling $25,708.  The primary source of liquidity during the
nine months ended Dec. 31, 2011, was cash on hand, loans from a
related party, and customer deposits in excess of prepaid crude
oil.

Geo Point believes its current cash together with expected cash
flows from operations will be sufficient to meet anticipated cash
requirements for working capital and capital expenditures through
April 2012.

A copy of the Company's regulatory filing is available at:

                        http://is.gd/CeDj6z

On May 7, 2010, Geo Point entered into a Share Exchange Agreement
with Summit Trustees PLLC, a Utah professional limited liability
company, to acquire all of the issued and outstanding stock of GSM
Oil Holdings Ltd., a limited liability company organized in Cyprus
on June 2, 2009.  Summit acted for the benefit and on behalf of
certain beneficial stockholders of GSM.  On Oct. 28, 2010, Geo
Point completed the acquisition of all the assets and business of
GSM in exchange for 26,808,000 shares of Geo Point's common stock.
Pursuant to the terms of the Agreement, GSM became a wholly owned
subsidiary of Geo Point, and the GSM shareholders assumed the
controlling interest in Geo Point.  GSM had recently completed the
acquisition of Sinur Oil LLP, a limited liability partnership
organized in Kazakhstan, through its wholly owned subsidiary, GSM
OIL B.V., a Dutch private company limited by shares.  Sinur Oil
was organized on Jan. 19, 2007.  The transaction between GSM and
Sinur Oil was between related entities held by the same
shareholder.  The purpose of the transaction was for corporate
structure strategies.

The primary assets of Sinur Oil include an oil refinery in
Karatau, Kazakhstan.  The refinery consists of a main refining
stack that has a processing capacity of approximately 2,000 tons
of crude oil per month.  The refinery is located on a site that
contains the refining equipment, storage tanks, administrative
buildings, boilers, pumps, a warehouse, and a rail spur.  The
three main refined products are diesel fuel, gasoline, and mazut,
a heating oil.

Geo Point's environmental and engineering operations are located
in Santa Ana, California.  Geo Point provides geological and earth
study services related to: land surveying for new construction;
soil testing and environmental risk and impact assessments;
natural resource assessments with an emphasis on oil; and gas
deposit discovery.

As of Dec. 31, 2011, the Company had $5,975,900 in total assets
and $3,273,453 in total liabilities.


GGIS INSURANCE: Case Dismissed for Failure to File Status Report
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
dismissed the Chapter 11 case of GGIS Insurance Services, Inc.

According to the Court, the Debtor failed to file a status report
by Jan. 5, 2012, as required by the Court's Dec. 7, 2011, order.

The Debtor is also prohibited from filing another bankruptcy
petition for a period of 180 days from the entry of the Jan. 27,
order.

                   About GGIS Insurance Services

Burbank, California-based GGIS Insurance Services, Inc., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-55646) on
Nov. 2, 2011.  Judge Sandra R. Klein took over the case from Judge
Barry Russell.  The Law Office of Rick Gaxiola, is the Debtor's
counsel.  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 Richard Acunto, CEO and president.

GGIS Insurance Services first filed for bankruptcy (Bankr. C.D.
Calif. Case No. 11-47233) on Aug. 31, 2011.  Judge Sheri Bluebond
was assigned to that case.  Michael T. Stoller, Esq., served as
bankruptcy counsel.  The Debtor disclosed $22,501,871 in assets
and $6,722,703 in liabilities.


GIORDANO'S ENTERPRISES: Case Caption Now Carries GEI-RP Name
------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Philip V. Martino,
the Chapter 11 trustee to modify the consolidated case caption to
reflect the change of name from Giordano's Enterprises Inc., et
al., to GEI-RP.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino was appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.


GLOBAL AVIATION: Wants to Hire Kirkland & Ellis as Counsel
----------------------------------------------------------
Global Aviation Holdings Inc., et al., ask the U.S. Bankruptcy
Court for the Eastern District of New York for permission to
employ Kirkland & Ellis LLP as counsel.

K&E began representing the Debtors in December of 2011 with
respect to a potential restructuring.

The hourly rates for K&E's personnel are:

         Partners                      $670 - $1,045
         Of Counsel                    $560 - $1,045
         Associates                    $370 -   $750
         Paraprofessionals             $145 -   $320

These professionals are expected to have primary responsibility
for providing services to the Debtors:

         Jonathan S. Henes, P.C.            $995
         Ryan B. Bennett                    $815
         Christopher T. Greco               $670

In addition, as necessary, other K&E professionals and
paraprofessionals will provide services to the Debtors.

On Dec. 20, 2011, the Debtors paid $400,000 to K&E as a classic
retainer.  On Feb. 4, 2012, the K&E invoiced the Debtors for
$157,858, leaving the retainer balance at $125,928.

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

The Debtors set a March 7, 2012, hearing at 10:00 a.m. (ET) on
K&E's employment.

                       About Global Aviation

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

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

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

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

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

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.


GLOBAL AVIATION: Has Until March 21 to File Schedules, Statements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended until March 21, 2012, Global Aviation Holdings Inc., et
al.'s time to file their schedules of assets and liabilities, and
statements of financial affairs.

                       About Global Aviation

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

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

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

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

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

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.


GLOBAL AVIATION: Kurtzman Carson Consultants OK'd as Claims Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Global Aviation Holdings Inc., et al., to employ
Kurtzman Carson Consultants LLC as claims and noticing agent.

KCC is expected to, among other things:

   i) distribute required notices to parties-in-interest;

  ii) receive, maintain, docket and otherwise administer the
      proofs of claim filed in the Debtors' chapter 11 cases; and

iii) provide other administrative services -- as required by the
      Debtors -- that would fall within the purview of services to
      be provided by the Clerk's Office.

                       About Global Aviation

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

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

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

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

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

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.


GLOBAL AVIATION: Taps Rothschild Inc. as Financial Advisor
----------------------------------------------------------
Global Aviation Holdings Inc., et al., ask the U.S. Bankruptcy
Court for the Eastern District of New York for permission to
employ Rothschild Inc. as their financial advisor and investment
banker.

Rothschild , among other things:

   1. review and analyze the business plans and financial
      projections prepared by the Debtors;

   2. evaluate the Debtors' debt capacity in light of their
      projected cash flows and assist in the determination of an
      appropriate capital structure for the Debtors; and

   3. assist the Debtors and their other professionals in
      reviewing the terms of any proposed Transaction, in
      responding thereto and, if directed, in evaluating
      alternative proposals for a transaction.

The compensation structure provides that the Debtors will pay the
firm:

   a. a $200,000 retainer to be applied against the fees and
      expenses of Rothschild;

   b. an advisory fee of $200,000 per month;

   c. a fee of $2,250,000, payable upon the earlier of (i) the
      confirmation and effectiveness of a Plan; and (ii) the
      closing of another Transaction;

   d. a fee if the Debtors sell or acquire, directly or
      indirectly, through a credit bid or otherwise, assets or
      equity interests or any securities convertible into, or
      options, warrants or other rights to acquire such equity
      interests, or otherwise consummate any merger or
      consolidation;

   e. a new capital fee equal to: (i) 1.0% of the face amount of
      any senior secured debt raised including, without
      limitation, any debtor-in-possession financing raised; (ii)
      2.0% of the face amount of any junior secured debt raised;
      (iii) 3.0% of the face amount of any unsecured debt; and
      (iv) 5.0% of any equity capital, or capital convertible into
      equity, raised.  The New Capital Fee will be payable upon
      the closing of the transaction by which the new capital is
      committed; and

   g. reimbursement for Rothschild's reasonable expenses incurred
      in connection with the performance of its engagement.

Rothschild will credit against the Completion Fee: (i) 50% of the
Monthly Fees paid in excess of $1,200,000; (ii) 50% of any M&A
Fees paid; (iii) 50% of any New Capital Fees paid; and (iv) to the
extent not otherwise applied against the fees and expenses of
Rothschild under the terms of the Engagement Letter, the Retainer;
provided that the sum of any Monthly Fee Credit, any M&A Fee
Credit and any New Capital Fee Credit will not exceed the
Completion Fee.

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

A hearing on March 7, 2012, at 10:00 a.m. (ET) on Rothschild's
employment has been set.

                       About Global Aviation

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

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

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

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

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

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.


GLOBAL AVIATION: Gets Interim Approval of DIP Financing
-------------------------------------------------------
Global Aviation Holdings Inc. said it has lined up $45 million in
bankruptcy financing from its senior lenders.

The U.S. Bankruptcy Court for the Eastern District of New York
approved the Company's debtor-in-possession financing, on an
interim basis.  An initial tranche of $15 million will be
available immediately, allowing Global to continue to meet its
working capital needs.  Two subsequent tranches of $15 million
each will also be made available upon the Company's achieving
certain milestones in the DIP credit agreement, including labor
negotiations and a fleet restructuring.

The DIP facility is being provided by certain holders of the
Company's first lien notes in exchange for additional liens on
certain of the Company's assets.  Global and its advisors explored
a variety of possible financing sources, and ultimately determined
that the first lien lenders offered the most viable option for
obtaining the necessary funding at this time.  Today's approval
also permits the Company's continued use of cash collateral.

"The Court's interim approval of our DIP financing is another step
toward positioning Global to execute on its goals of restructuring
fleet and labor costs and aligning capital structure with the size
of the Company," said Rob Binns, Chairman and CEO.

On Feb. 5, 2012, and through the voluntary filing of petitions to
reorganize under Chapter 11 of the U.S. Bankruptcy Code, Global
commenced a financial restructuring to achieve a cost and debt
structure that is industry competitive and thereby assures the
Company's continued long-term viability.  The Company will
continue its business operations throughout the Chapter 11 process
and intends to honor its customer, vendor and employee obligations
without interruption.

                       About Global Aviation

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

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

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

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

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


HOLLY ENERGY: Moody's Assigns 'B1' Rating to $300-Mil. Sr. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Holly Energy
Partners, L.P.'s (HEP) proposed $300 million senior unsecured
notes due 2020. The Ba3 Corporate Family Rating (CFR) and SGL-3
Speculative Grade Liquidity rating are unchanged and the outlook
remains stable. HEP will use the proceeds of the proposed note
offering to finance a tender offer for its 6.25% senior unsecured
notes due 2015, repay all or a portion of its promissory notes,
and repay borrowings under its credit facility.

"The new senior unsecured notes will be used to reduce floating
rate exposure and extend debt maturities," said Jonathan
Kalmanoff, Moody's Analyst. "Even though leverage remains
unchanged after the transaction, the action is slightly credit
positive because of enhanced liquidity, reduced interest rate
risk, and reduced refinancing risk."

Issuer: Holly Energy Partners, L.P.

   LGD Revisions:

   -- US$185M 6.25% Senior Unsecured Regular Bond/Debenture,
      Upgraded to a range of LGD4, 66 % from a range of LGD5, 73 %

   -- US$150M 8.25% Senior Unsecured Regular Bond/Debenture,
      Upgraded to a range of LGD4, 66 % from a range of LGD5, 73 %

   Assignments:

   -- US$300M Senior Unsecured Regular Bond/Debenture, Assigned B1

   -- US$300M Senior Unsecured Regular Bond/Debenture, Assigned a
      range of LGD4, 66 %

RATINGS RATIONALE

The B1 rating on the proposed notes reflects both the overall
probability of default of HEP, to which Moody's assigns a
Probability of Default of Ba3, and a loss given default of LGD 4
(66%). The new senior unsecured notes are rated B1, one notch
below the Ba3 Corporate Family Rating, reflecting the contractual
subordination of the notes relative to the company's secured bank
credit facility.

The Ba3 CFR reflects stable cash flows from pipeline, terminal,
and tankage assets supported in large part by long-term high
margin take-or-pay contracts, HEP's beneficial relationship with
HFC (HollyFrontier Corp.), which has provided favorable growth
opportunities, and leverage that is in line with Ba3 rated
midstream peers. The rating is restrained by HEP's small scale,
geographic concentration, customer concentration, significant
reliance on HFC's Navajo refinery, and longer term uncertainties
around growth opportunities and strategy other than drop downs
from HFC. HEP's rating also considers the growth and distribution
requirements inherent in the master limited partnership (MLP)
business model.

HEP's SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity through 2012. Pro forma for the new note offering,
Moody's expect $210 million of credit facility availability to
fund capital expenditures, dropdowns from parent, acquisitions,
and distributions to unit holders. HEP also has $222 million of
annual revenue commitments under contracts through 2019. Covenants
under the credit facility include consolidated debt/EBITDA of not
more than 5.25x, senior secured debt/EBITDA of not more than
3.75x, and EBITDA/interest of no less than 2.5x. Moody's estimate
that currently contracted revenues will generate sufficient EBITDA
to maintain covenant compliance at current debt levels. HEP's
liquidity profile also benefits from its affiliation with HFC
(SGL-1).

An upgrade is unlikely in the near term given HEP's small scale,
geographic concentration, customer concentration, significant
reliance on HFC's Navajo refinery, and longer term uncertainties
around growth opportunities and strategy other than drop downs
from HFC. Longer term, Moody's would consider an upgrade if HEP
were to significantly increase customer diversification,
geographic diversification, and scale without a deterioration in
business risk profile or leverage. Moody's could downgrade HEP's
ratings if Moody's expects Debt/EBITDA to be sustained at or above
5.0x as a result of a leveraging acquisition, if the company
acquires assets with a less favorable business risk profile, or if
contract coverage of revenues declines if new assets are acquired
with either no contracts or contracts with less favorable terms
than existing ones.

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

Holly Energy Partners, L.P. is headquartered in Dallas, TX.


HOMEGOLD FINANCIAL: High Court Affirms Exec.'s 5-Yr Fraud Sentence
------------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the South
Carolina Supreme Court on Wednesday affirmed the conviction and
five-year sentence of a former HomeGold Financial Inc. executive
for securities fraud connected to the mortgage company's
bankruptcy, one of the biggest in the state's history.

According to Law360, the state's high court was unconvinced by
former HomeGold chairman John Sterling's argument that unfairly
prejudicial testimony had been allowed, and upheld what is now the
sixth conviction of a former executive of the mortgage company.

                     About HomeGold Financial

HomeGold Financial Inc. originated and sold residential mortgages
to homebuyers with credit problems.  HomeGold later filed for
Chapter 11 bankruptcy after failing to make repayments of its
inter-company loan to subsidiary Carolina Investors, Inc.  More
than 8,000 investors lost $275 million with HomeGold's collapse.

HomeGold Financial and HomeGold Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. S.C. Case No. 03-03865) on
March 31, 2003.  William E. Calloway, Esq., at Robinson, Barton,
McCarthy, Calloway & Johnson, P.A., represented the Debtors.
HomeGold Financial estimated assets and debts of more than
$100 million as of the Petition Date.


HOST HOTELS: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Host Hotels &
Resorts (NYSE: HST) and its subsidiary Host Hotels & Resorts, L.P.
(together Host) as follows:

Host Hotels & Resorts, Inc.

  -- Issuer Default Rating (IDR) at 'BB'.

Host Hotels & Resorts, L.P.

  -- IDR at 'BB';
  -- Revolving Credit Facility at 'BB';
  -- Senior Notes at 'BB';
  -- Senior Exchangeable Notes at 'BB'.

The Rating Outlook is Stable.

The affirmation reflects Fitch's view that Host's credit metrics
will remain appropriate for the 'BB' rating through the economic
cycle.  The affirmation reflects the continued solid recovery in
lodging demand trends, despite the global macroeconomic risk
environment.  Fitch expects industry-wide U.S. RevPAR to increase
4%-5% in 2012, with Host growing in line with the industry
average.  Lodging demand will be supported by low U.S. supply
growth of less than 1% in 2012-2013, well below the long-term
historical average of 2.1%.

Fitch expects Host's lodging portfolio to continue to improve in
2012.  Fitch anticipates that Host's leverage will decline and
fixed charge coverage will continue to increase as sector-wide
operating fundamentals remain strong but remain at levels
consistent with the 'BB' rating.  RevPAR and related food and
beverage revenue growth, along with incremental EBITDA from
stabilized property acquisitions in 2011 should also help grow
EBITDA.

The rating takes into consideration credit concerns including the
potential that economic weakness could jeopardize RevPAR growth
potential and the implicit volatility of lodging earnings.  Host's
recurring operating EBITDA has not yet recovered from the
comparable RevPAR declines of 19.9% in 2009 despite growth of 5.8%
in 2010 and 6.1% in 2011; it remains about 25% below 2008 levels.

Leverage has improved to 5.0 times (x) for 2011 as compared to
5.4x for 2010.  Fitch expects leverage to decline to between 4.5x
and 3.5x in 2012 and 2013, after rising to 5.6x in 2009 from 3.6x
in 2007.  In a more adverse case than currently anticipated by
Fitch, leverage could rise above 6.0x over the next 12-to-24
months, which would be consistent with a rating lower than 'BB'.
Fitch defines leverage as net debt to recurring operating EBITDA.

Fitch projects that Host's fixed charge coverage ratio, which
declined to 1.7x in 2009 from 2.6x in 2008 and rose to 1.9x in
2011, to improve to between 2.5x and 3.0x in 2012 and 2013.  In a
more adverse case than anticipated by Fitch, coverage could
decline below 2.0x over the next 12-to-24 months, which would be
commensurate with a rating lower than 'BB'.  Fitch defines fixed
charge coverage as recurring operating EBITDA less renewal and
replacement capital expenditures, divided by cash interest expense
and capitalized interest.

Host's liquidity position is solid and is expected to remain so.
For the period Jan. 1, 2012 to Dec. 31, 2013, Host's sources of
liquidity (cash, availability under its revolving credit facility,
and projected retained cash flows from operating activities after
dividends and distributions and adjusting for the company's
increased dividend) exceed uses of liquidity (debt maturities and
amortization and projected renewal and replacement capital
expenditures) by 1.7x, which is appropriate for the rating.  Fitch
estimates that Host would have a breakeven liquidity ratio even if
its retained cash flow is minimal.

Host has a manageable near-term debt maturity schedule with less
than 15% of total debt maturing through 2013. However, debt
maturities in 2014 and 2015 are greater than 20% of total debt per
year.  During 2009, management took steps to raise various sources
of capital, which improved Host's financial position.  Fitch
expects the company to continue to methodically address upcoming
maturities. Company management prudently accessed the capital
markets in November 2011 to issue $300 million 6% Series Y senior
notes to pre-fund the maturing $388 million 2027 Debentures
expected to be put to the company on April 15, 2012.

Host maintains a high-quality, geographically dispersed hotel
portfolio of 121 consolidated properties across 26 U.S. states,
Australia, Brazil, Canada, Chile, Mexico, and New Zealand, of
which 107 are unencumbered from mortgage debt.  This portfolio
provides significant financial flexibility and geographically
diverse cashflow streams, which Fitch views positively.  The
company has added hotels in Australia, New Zealand and Brazil over
the last two years, further diversifying its international
presence.

Host's luxury and upscale platform includes brands such as
Marriott (54% of 2011 revenues), Westin (10%), Hyatt (9%),
Sheraton (8%), and Ritz-Carlton (8%).  Fitch anticipates that Host
will outperform other lodging price points as they have
demonstrated more upside than lower price points.

Host continues to expand the portfolio through acquisitions.  In
January 2011, Host announced the $313 million purchase of the New
York Helmsley Hotel that will be converted into a Westin by mid-
2012 and in February 2011 announced the $570 million purchase of
the Manchester Grand Hyatt San Diego Hotel.  With acquisitions,
the company's unencumbered asset base has grown to 107 assets as
of Dec. 31, 2011 from 102 assets the year prior.

The company's unencumbered asset base provides further funding
flexibility, which Fitch views positively.  Based on a range of
EBITDA multiples, unencumbered asset coverage of unsecured debt
ranges from 2.4x to 3.2x, with a midpoint of 2.8x which Fitch
views as strong for the 'BB' rating level.

The Stable Outlook centers on Fitch's expectation that Host's
credit profile will remain appropriate for the 'BB' rating through
economic cycles, barring any significant changes in the company's
capital structure.  The Stable Outlook reflects the quality of
Host's portfolio and unencumbered asset coverage that provides
good downside protection to bondholders.  Further, Host continues
to access various sources of capital and maintains a solid
liquidity profile.

The following factors may result in positive momentum in the
ratings and Rating Outlook:

  -- Sustained comparable RevPAR growth beyond Fitch's current
     forecast of positive 4% to 5% in 2012 and 2013;
  -- Net debt to recurring operating EBITDA sustaining below 4.0x
     through economic cycles (leverage was 5.0x for 2011);
  -- Fixed charge coverage sustaining above 2.5x through economic
     cycles (coverage was 1.9x in 2011).

The following factors may result in negative momentum on the
ratings and/or Rating Outlook:

  -- Net debt to recurring operating EBITDA sustaining above 5.0x;
  -- Fixed charge coverage sustaining below 1.5x;
  -- A base case liquidity coverage ratio sustaining below 1.0x
    (for Jan. 1, 2012 to Dec. 31, 2013, base case liquidity
    coverage was 1.7x).


HOVENSA LLC: Closure of Refinery Raises Going Concern Doubt
-----------------------------------------------------------
Ernst & Young, LLP, in New York, said in an audit report dated
Feb. 27, 2012, that HOVENSA LLC's decision to shut down its
refining operations and operate as an oil storage terminal raises
substantial doubt about its ability to continue as a going
concern.

HOVENSA, which is 50% owned by Hess Corporation, announced in
January 2012 its decision to shut down its refinery in St. Croix,
U.S. Virgin Islands and operate the complex as an oil storage
terminal.

The audit report was filed together with Hess's annual report on
Form 10-K for the year ended Dec. 31, 2011, filed with the U.S.
Securities and Exchange Commission.

Hess' annual report also disclosed that HOVENSA is facing
enforcement action filed July 2011 by the Virgin Islands
Department of Planning and Natural Resources over violations of
Virgin Islands Air Pollution Control laws and regulations arising
out of odor incidents on St. Croix.  The action seeks total
penalties of $210,000.  HOVENSA is engaging in settlement
discussions with the Government of the Virgin Islands, but
believes that it has good defenses against the asserted
violations.

In December 2010, the Virgin Islands Department of Planning and
Natural Resources commenced four separate enforcement actions
against HOVENSA over violations of Virgin Islands Air Pollution
Control laws and regulations arising out of air release incidents
at the HOVENSA refinery in 2009 and 2010 and propose total
penalties of $1,355,000.  HOVENSA anticipates settling this matter
in the first quarter of 2012.

HOVENSA had total assets of $381,009,000 and total liabilities of
$1,973,468,000 as of Dec. 31, 2011.

A copy of Hess' annual report is available at http://is.gd/EaeCVd


HOVNANIAN ENTERPRISES: Net Contract Results for Q1 Grew by 27%
--------------------------------------------------------------
Hovnanian Enterprises, Inc., announced preliminary net contract
results for the first quarter ended Jan. 31, 2012.  The Company is
providing this information in advance of meetings with investors
at an upcoming investor conference.

Preliminary net contracts for the three months ended Jan. 31,
2012, including unconsolidated joint ventures, increased 27% to
1,079 homes compared with 850 homes during the same quarter a year
ago.  Additionally, the stronger net contract trends during the
first quarter of fiscal 2012 have continued in the month of
February.

At Jan. 31, 2012, there were 220 active selling communities,
including unconsolidated joint ventures, compared with 201 active
selling communities at Jan. 31, 2011, and 214 active selling
communities at Oct. 31, 2011.

The Company expects to announce its financial results for its
fiscal 2012 first quarter on Wednesday, March 7, 2012.

                   About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company reported a net loss of $286.08 million on $1.13
billion of total revenues for the fiscal year ended Oct. 31, 2011,
compared with net income of $2.58 million on $1.37 billion of
total revenues during the prior year.

The Company's balance sheet at Oct. 31, 2011, showed $1.60 billion
in total assets, $2.09 billion in total liabilities, and a
$496.60 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 4, 2011, Fitch Ratings has lowered
the Issuer Default Rating (IDR) of Hovnanian Enterprises, Inc.,
(NYSE: HOV) to Restricted Default (RD) from 'CCC'.  The downgrade
reflects Fitch's view that the debt exchange of certain of
Hovnanian's existing senior unsecured notes for new senior secured
notes is a distressed debt exchange under Fitch's 'Distressed Debt
Exchange Criteria', published Aug. 12, 2011.  Fitch anticipates
adjusting the company's IDR to the appropriate level to reflect
the new capital structure within the next 14 days.

In the Nov. 7, 2011, edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. (Hovnanian) to 'CCC-' from 'SD' (selective
default).  "We also raised our ratings on the company's 10.625%
senior secured notes due 2016 to 'CCC-' from 'CC' and senior
unsecured notes to 'CC' from 'D'. The '3' recovery rating on the
senior secured notes and the '6' recovery rating on the senior
unsecured notes remain unchanged," S&P stated.

"These rating actions follow our reassessment of Hovnanian's
business and financial risk profile following the completion of
the company's debt exchange offer, in which the company exchanged
$195 million of its seven series of senior unsecured notes for
$141.8 million 5% senior secured notes due 2021 and $53.2 million
2% senior secured notes due 2021," said credit analyst George
Skoufis. "Our rating on Hovnanian reflects the company's highly
leveraged financial risk profile, a less-than-adequate liquidity
position, and very weak credit metrics."

As reported by the TCR on Sept. 13, 2011, Moody's Investors
Service downgraded the corporate family and probability of default
ratings of Hovnanian Enterprises, Inc. to Caa2 from Caa1.  The
downgrade reflects Hovnanian's continued operating losses,
weak gross margins, very high homebuilding debt leverage, and
Moody's expectation that the weakness in year-over-year revenues,
deliveries, and net new contracts experienced by the company will
continue for the next one to two years.  In addition, the
downgrades acknowledge that Hovnanian's cash balance is weakening
and cash flow generation is negative as it pursues new land
opportunities, which represented about $300 million of investment
over the first nine months of fiscal 2011.


IH-2, LLC: Section 341(a) Meeting Scheduled for March 14
--------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of creditors
of IH-2, LLC, on March 14, 2012, at 2:00 p.m.  The meeting will be
held at U S Courthouse, Room 1017, 300 S 4th St, Minneapolis,
Minnesota.

Creditors are requested to file their proof of claim by June 12,
2012 for non-governmental units, and Aug. 6, 2012 for governmental
units.

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.

IH-2, LLC, doing business as Lowry Square Apartments and Hotel
Lowry, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 12-
30627) in its hometown in St. Paul, Minnesota, on Feb. 6, 2012.
The Debtor estimated assets of up to $50 million and debts of up
to $10 million.  The Debtor is represented by Michael L. Meyer,
Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey, PA.  Judge
Nancy C. Dreher presides over the case.


IH-2, LLC: Wants to Employ Ravich Mayer as Attorney
---------------------------------------------------
IH-2, LLC, seeks permission from the Bankruptcy Court to employ
Michael L. Meyer and the law firm of Ravich Meyer Kirkman McGrath
Nauman & Tansey, a Professional Association, as its attorneys.

The attorneys and paralegal that will provide these services and
their hourly rates are: Michael L. Meyer, $450; Michael F.
McGrath, $375; Will Tansey, $305; Michael Howard, $225; and
paralegal, $150.

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

The firm can be reached at:

          Michael L. Meyer, Esq.
          RAVICH MEYER KIRKMAN MCGRATH NAUMAN & TANSEY, PA
          4545 IDS Center
          80 South Eighth Street
          Minneapolis, MN 55402
          Tel: (612) 317-4745

IH-2, LLC, doing business as Lowry Square Apartments and Hotel
Lowry, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 12-
30627) in its hometown in St. Paul, Minnesota, on Feb. 6, 2012.
The Debtor estimated assets of up to $50 million and debts of up
to $10 million.  The Debtor is represented by Michael L. Meyer,
Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey, PA.  Judge
Nancy C. Dreher presides over the case.


INNER CITY: Seeks to Keep Control Over Chapter 11 Case
------------------------------------------------------
Dow Jones' DBR Small Cap reports that Inner City Media Corp. is
seeking to keep exclusive control over its Chapter 11 case for
another four months while it works to complete the sale of its
assets to its lenders.

As reported in the Feb. 28, 2012 edition of the TCR, Inner City
won approval from the bankruptcy judge to sell its radio stations
to secured lenders Yucaipa Cos. and Fortress Investment Group LLC.
The original proposal was for the lenders, owed $228 million, to
take ownership through confirmation of a Chapter 11 plan.  It
turned out that confirming a plan would result in a $31 million
tax claim, making reorganization impossible.  To accomplish the
same result, Yucaipa and Fortress agreed to purchase the business
through a sale by exchanging some of the debt for ownership, along
with some cash.  In addition, the buyers will pay Inner City's
non-bankrupt owner $2.75 million for trademarks and other
intellectual property.  The auction was canceled as no competing
bids were filed by the deadline.

                      About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City and its debtor
affiliates relief under Chapter 11 of the United States Code.  The
decision came after considering the involuntary petitions, and the
Debtors' answer to involuntary petitions and consent to entry of
order for relief and reservation of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


ISTAR FINANCIAL: Incurs $28.9 Million Net Loss in Fourth Quarter
----------------------------------------------------------------
iStar Financial Inc. reported a net loss of $28.91 million on
$96.48 million of total revenues for the three months ended
Dec. 31, 2011, compared with a net loss of $58.86 million on
$136.03 million of total revenue for the same period a year ago.

The Company reported a net loss of $25.69 million on
$432.78 million of total revenue for the twelve months ended
Dec. 31, 2011, compared with net income of $80.20 million on
$569.71 million of total revenues during the prior year.

The Company's balance sheet as of Dec. 31, 2011, showed
$7.51 billion in total assets, $5.94 billion in total liabilities,
and $1.57 billion in total equity.

The Company has launched the syndication of up to $900.0 million
in new senior secured credit facilities, with Barclays Capital
acting as lead arranger.  The proposed new facilities would be
comprised of a 2012 A-1 tranche due March 2016 and 2012 A-2
tranche due March 2017.  The two tranches are expected to have
differing interest rates.  Amortization payments will be applied
first to the 2012 A-1 tranche and then to the 2012 A-2 tranche.
The proceeds from the new credit facilities will be used to
refinance the Company's 2012 unsecured debt maturities.
Outstanding borrowings under the facilities will be collateralized
by a $1.125 billion pool of diversified collateral of loans, net
lease assets and other real estate assets, including assets net
leased to Hilton Hotels and Preferred Freezer.

"This new financing will allow us to better align our asset and
liability profile, positioning iStar on stronger footing and
creating positive momentum for the coming year," said Jay
Sugarman, iStar's chairman and chief executive officer.

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

                        http://is.gd/Sbhvw4

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

                          *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


JEFFERSON COUNTY: Alabama Legislators Cool to County's Woes
-----------------------------------------------------------
American Bankruptcy Institute reports that as Jefferson County,
Ala., is struggling with day-to-day finances, Alabama's state
legislature is offering scant hope that help in plugging chronic
budget deficits is on the way.

                   About Jefferson County

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

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

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

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

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

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

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

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


JESCO CONSTRUCTION: Taps Steve Olen on Oil Spill Litigation
-----------------------------------------------------------
Jesco Construction Corp. asks the U.S. Bankruptcy Court for the
Southern District of Mississippi for permission to employ Steve
Olen, Esq., and Cunningham Bounds, LLC, as special counsel to
represent the Debtor in a litigation against BP.

Prepetition, Mr. Olen and the firm represented the Debtor in a
certain oil spill litigation in which the Debtor has claims for
damages against BP America Production Company, BP Exploration &
Production and any other related BP entities.

To the best of the Debtor's knowledge, Mr. Olen and the firm are
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

         Cunningham Bounds, LLC
         P.O. Box 66705
         Mobile, AL 3660

                   About Jesco Construction Corp.

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Attorneys at
the Law Offices of Craig M. Geno, PLLC, serve as counsel for the
Debtor.  In its schedules, the Debtor disclosed $100 million in
assets and $14.7 million in liabilities.


JESCO CONSTRUCTION: Wants Theodore Conner Ejected from Committee
----------------------------------------------------------------
Jesco Construction Corp., asks the U.S. Bankruptcy Court for the
Southern District of Mississippi to modify the appointment of the
Official Committee of Unsecured Creditors in its Chapter 11 case.

The Debtor requested that Theodore Conner, III, doing business as
War-Con Construction be eliminated from the Committee.  The Debtor
explains that it does not owe Conner any sums of money and, in
fact, the Debtor is advised, and on information and belief
alleges, that the transaction giving rise to Conner's claim came
about prior to the Debtor being in existence.

As reported in the Troubled Company Reporter on Feb. 14, 2012,
Henry G. Hobbs, the Acting United States Trustee for Region 5,

appointed Walter C. Ernest, III, Marine; R.E. Huber Construction
Company; and Theodore Conner, III, doing business as War-Con
Construction to serve on the Committee.

                  About Jesco Construction Corp.

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Attorneys at
the Law Offices of Craig M. Geno, PLLC, serve as counsel for the
Debtor.  In its schedules, the Debtor disclosed $100 million in
assets and $14,662,901 in liabilities.


LANI GREER: Appeal Over One West Bank Dispute Dismissed
-------------------------------------------------------
District Judge Kevin H. Sharp dismissed as moot the appeal
captioned as, LANI L. GREER, Plaintiff-Appellant, v. ONE WEST
BANK, FSB, et al., Defendants-Appellees, No. 3:11-0050 (M.D.
Tenn.).

In an attempt to void the foreclosure sale of her home in Antioch,
Tennessee, Ms. Lani L. Greer filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Tenn. Case No. 09-13366), along with an
adversary proceeding against James Gateley who purchased the
property at the foreclosure sale, and One West Bank, FSB, the
mortgage holder on Nov. 23, 2009.  Mr. Gateley, in turn, filed a
cross-claim against One West, and a third-party claim against
Defendant-Appellee Shapiro & Kirsch, LLP in its capacity as
substitute trustee.

On Nov. 22, 2010, the Bankruptcy Court granted summary judgment in
favor of Defendants-Appellees.  Ms. Greer then filed a Notice of
Appeal in the Bankruptcy Court on Dec. 1, 2010, and argues in the
District Court that the Bankruptcy Judge erred in holding that
Shapiro & Kirsch was not a debt collector and in concluding that
the foreclosure sale of her home was valid.

On Dec. 17, 2010, and subsequent to the filing of the Notice of
Appeal, the Bankruptcy Court entered an Order dismissing the
adversary proceeding with prejudice.  The Order of dismissal was
in accordance with an Agreed Order in the main bankruptcy case
dated April 23, 2010.

The Agreed Order resolved a Motion for Relief from Automatic Stay
filed by Mr. Gateley.  His request for a relief from the stay
stemmed from the fact that, since the time of the foreclosure on
the property on Oct. 22, 2009, Ms. Greer had been living in the
home, had excluded Mr. Gateley from the property, and had not made
any payments to either One West or Mr. Gateley for her continued
use of the property.

In the Agreed Order, which was approved for entry by Ms. Greer's
counsel, Ms. Greer agreed that, "commencing on May 1, 2010, and on
the first day of each month thereafter," she would pay $3,395.28,
which represented what would have been the regular monthly
mortgage payments, as well as "the current market-rate rental for"
the foreclosed property.  Ms. Greer also agreed that (1) if she
did not make the payments as required (and offer proof of
insurance coverage which was also required), "then, without
further hearing, but upon a notice of default being filed with the
Clerk of [the Bankruptcy] Court by Gateley," her claims in the
Adversary Proceeding "shall be dismissed with prejudice by order
prepared and filed by Gateley"; (2) Mr. Gateley "would be
immediately entitled to all of the monies held in the attorney
trust account . . . which are incident to this Agreed Order"; and
(3) "Gateley shall be entitled to proceed, without further motion,
notice, or order of [the Bankruptcy] Court, with his state court
remedies to remove Greer from the Property and recover any damages
allowed by law."

On Nov. 22, 2010, Mr. Gateley's counsel filed a Notice of Default
in the main bankruptcy case, together with an "Order of Dismissal
with Prejudice of Lani Greer's Claims in This Adversary
Proceeding."  On Dec. 17, 2010, the Bankruptcy Judge entered the
"Order of Dismissal of Prejudice," dismissing Ms. Greer's
adversary proceedings.  Finally, on the United States Trustee's
motion, the Bankruptcy Judge dismissed the main bankruptcy case on
Feb. 22, 2011.

Ms. Greer did not appeal the Dismissal Order relating to the
Adversary Proceeding, or the Agreed Order of April 23, 2010.  Ms.
Greer also did not appeal the Feb. 22, 2011 Order dismissing the
main bankruptcy case.

A copy of the Court's Feb. 27, 2012 Memorandum is available at
http://is.gd/AbJomsfrom Leagle.com.


LEHMAN BROTHERS: Has 10.4% Equity Stake in Derma Sciences
---------------------------------------------------------
Lehman Brothers Holdings Inc., Lehman ALI Inc., and LB I Group
Inc., disclose in a Feb. 6, 2012 Schedule 13G filing with the
U.S. Securities and Exchange Commission that they beneficially
own 1,129,463 shares of Derma Sciences, Inc. (Ticker: DSCI)
common stock, which represents 10.4% of the 10,577,632 shares of
DSCI Common Stock outstanding as of November 9, 2011.

LBHI also disclosed in a Form 4 dated Feb. 6 that it disposed
250,000 shares of DSCI Common Stock at $8.29 per share.

According to William Fox, Lehman's executive vice president and
chief financial officer, Lehman's ownership includes 803,570
shares of Common Stock and 325,893 shares of Common Stock
issuable upon exercise of warrants.   The amount of securities
beneficially owned reflects a 1-for-8 reverse split of the Common
Stock effective February 1, 2010.

Other than (i) the shares of Common Stock actually owned by LBIG
and (ii) the shares of Common Stock issuable upon the exercise of
warrants held by LBIG, LBHI is unable to confirm whether or not
it is the beneficial owner of any additional shares of the Derma
Sciences Common Stock that may or may not be actually owned by
any of Holdings' other affiliates.

Holdings is unable to provide information on its beneficial
ownership, if any, of the Common Stock -- other than the shares
of Common Stock the shares of Common Stock issuable upon exercise
of the warrants reported in the Schedule 13G -- primarily due to
(1) the commencement of various administrative or civil
rehabilitation proceedings of subsidiaries comprising significant
parts of Holdings' European and Asian businesses, which have
resulted in significant portions of Holdings' securities trading
records and systems being unavailable to, and non-accessible by,
Holdings, and (2) the sale since September 15, 2008 of
significant businesses comprising Holdings' historical business.
As a result of the Sale, and actions taken by certain creditors
with respect to securities that had been pledged by Holdings, or
its affiliates, as collateral to those creditors, Holdings cannot
compile an accurate accounting of securities held, Mr. Fox said.
Holdings, he said, is currently engaged in an expensive and time
consuming process to reconcile discrepancies in information
Holdings has with respect to security holdings.  Even with
continued significant efforts and expense, Holdings may not be
able to provide a record of securities held, Mr. Fox added.

                      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: Has 10.5% Equity Stake in ShoreTel
---------------------------------------------------
Lehman Brothers Holdings Inc. disclosed in a Schedule 13G/A
filing with the U.S. Securities and Exchange Commission dated
Dec. 31, 2011, that it beneficially owns 5,017,507 shares of
ShoreTel Inc. common stock, which represents 10.5% of the
47,678,655 shares of ShoreTel common stock outstanding as of
October 27, 2011.

Other affiliates of LBHI also disclosed that they beneficially
own certain shares of ShoreTel Common Stock:

  Lehman Entity                 No. of Shares Owned     %
  -------------                 -------------------   -----
  Lehman ALI Inc.                    2,613,664         5.5%
  LB I Group Inc.                    1,165,410         2.4%
  Lehman Brothers Venture GP
     Partnership II L.P.             1,868,799         3.9%
  Lehman Brothers VC Partners
     2002 L.P.                       1,868,799         3.9%
  Venture Associates II GP, L.P.       535,044         1.1%
  Lehman Brothers Venture Capital
     Partners II, L.P.                 535,044         1.1%
  Lehman Brothers Offshore
     Partners Ltd.                      98,721         0.2%
  Lehman Brothers Offshore
     Partnership Account
     2000/2001 L.P.                     98,721         0.2%
  Lehman Brothers Partnership
    Account 2000/2001 L.P.             380,650         0.8%
  Property Asset Management Inc.     1,448,254         3.0%
  Lehman Brothers P.A. LLC           1,448,254         3.0%

Other than the shares of ShoreTel common stock actually owned by
Lehman Brothers VC Partners 2002 L.P., LB I Group Inc., Lehman
Brothers Venture Capital Partners II, L.P., Lehman Brothers
Partnership Account 2000/2001, L.P. Lehman Brothers Offshore
Partnership Account 2000/2001, L.P. and Lehman Brothers P.A. LLC,
LBHI is unable to confirm whether or not it is the beneficial
owner of any additional shares of Common Stock that may or may
not be actually owned by any of LBHI's other affiliates.

                      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: Sells Entire 24.1% Stake in FXCM Inc
-----------------------------------------------------
Lehman Brothers Holdings Inc. disclosed in a Schedule 13D/A
filing with the U.S. Securities and Exchange Commission dated
Jan. 31, 2012, that it beneficially owns 4,889,997 shares of FXCM
Inc. common stock, representing 24.1% of the 15,368,028 shares of
Class A Common Stock outstanding as of November 14, 2011, and
4,889,997 shares of Class A Common Stock that were issued to LBHI
upon its exchange of its Units of FXCM Holdings LLC on Jan. 31,
2012.

On a separate Schedule 13D/A dated Feb. 14, 2012, LBHI disclosed
that it owns zero shares of FXCM common stock after selling its
shares of FXCM Common Stock at $10.02 per share as disclosed in a
Form 4 dated Feb. 14.

                      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)


LEVEL 3: Incurs $756 Million Net Loss in 2011
---------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $756 million on $4.33 billion of revenue in 2011.

The Company had a net loss of $622 million on $3.59 billion of
revenue in 2010.  Net loss in 2009 was $618 million.

The Company's balance sheet at Dec. 31, 2011, showed
$13.18 billion in total assets, $11.99 billion in total
liabilities, and $1.19 billion in total stockholders' equity.

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

                        http://is.gd/gpyI7o

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

                           *    *     *

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LICHTIN/WADE: Wants to Hire Stubbs & Perdue as Attorney
-------------------------------------------------------
Lichtin/Wave, LLC, seeks permission from the Bankruptcy Court to
employ Trawick H. Stubbs, Jr., and Stubbs & Perdue, P.A., as
attorneys.

The firm began its representation of the Debtor on Aug. 25, 2011,
with regard to its financial problems, in particular with
negotiations with its primary secured creditor Branch Bank and
Trust.  The firm received $10,000 on behalf of the Debtor from
Lichtin Corporation on Dec. 16, 2011.

The Debtor maintains that Stubbs & Perdue is disinterested within
the meaning of Section 327(a) of the Bankruptcy Code.

The firm can be reached at:

                  Trawick H. Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

                        About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012.  Lichtin/Wade, based in Wake
County, North Carolina, owns and operates an office park known as
the Offices at Wade, comprised of two Class A office buildings and
vacant land approved for additional office buildings.  The
buildings are known as Wade I and Wade.  Each building is over 90%
leased, with only three vacant spaces remaining between the two
buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor estimated $10 million to $50 million in assets and
debts.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LICHTIN/WADE: Amends List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lichtin/Wade, LLC, filed with the Bankruptcy Court an amended list
of 20 largest unsecured creditors.  Among the Debtor's top
creditors are Wake County Revenue Dept ($170,241), Colliers
Pinkard-Chicago ($78,892), and Jones Lang & Lasalle ($65,751).

A copy of the Amended List is available for free at:

      http://bankrupt.com/misc/LICHTIN_20creditorsAm.pdf

                        About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012.  Lichtin/Wade,  based in Wake
County, North Carolina, owns and operates an office park known as
the Offices at Wade, comprised of two Class A office buildings and
vacant land approved for additional office buildings.  The
buildings are known as Wade I and Wade.  Each building is over 90%
leased, with only three vacant spaces remaining between the two
buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor estimated $10 million to $50 million in assets and
debts.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LINN ENERGY: Moody's Rates $1.5-Bil. Sr. Notes Offering at 'B2'
---------------------------------------------------------------
Moody's Investor Services assigned a B2 rating to LINN Energy, LLC
(LINE) and LINN Energy Finance Corp. offering of $1.5 billion
senior unsecured notes due 2019. LINE intends to use the proceeds
to fund the $1.2 billion Hugoton acquisition from BP and the
remainder for repayment of borrowings under the revolving credit
facility. Moody's has assigned the notes an LGD 4 (61%) rating.
The rating outlook is stable.

RATINGS RATIONALE

"LINE continues its very rapid growth primarily through
acquisition of long-lived reserves and aggressively hedging the
short end of the production profile to protect unit holder
distributions" said Harry Schroeder, Vice President at Moody's.
This is an interesting model accomplished by apportioning
significant Funds From Operations between drilling and reserve
acquisition like most E&P companies while simultaneously returning
significant capital (distributions only fractionally represent
earnings) to unit holders. Shortfalls greater than those that a
normal C Corp E&P company would experience must be financed by
continually accessing the capital markets for the purpose of
returning capital to parties junior in the capital structure. Debt
maturities are positioned well in the future with about $4.5
billion due between 2019 and 2021 when refinancing will be subject
to the inherent high volatility of commodity pricing in the
industry, the reserve value created through the drill bit in the
interim and access to the capital markets with security in the
assets residing with the revolving credit institutions. This is
the primary rationale for the B1 CFR for LINN.

It is expected that LINN will continue to access the equity
markets to maintain an historical relationship on its balance
sheet (50%-60% equity/capitalization) and will do so in a timely
manner. This will help ameliorate the pro forma high level of E&P
debt/ Average Daily Production of about $65,600 and Debt/PD
reserves of about $11.90/boe post close of the Hugoton
acquisition. Going forward, Moody's does not see a material
improvement in Retained Cash Flow/Total debt and expect it will
remain under 10%. Moody's also notes that hdeging 100% of a
production profile three years in the future is atypical of
industry practice. It is also Moody's impression that growth
through acquisition will continue at a rapid pace.

An upgrade in the near term is unlikely given the corporate
structure of LINE. In order to consider a positive rating upgrade,
leverage on PD reserves needs to decline to the $8.00-$9.00/Boe
range for a sustained period and E&P Debt/ Average Daily
Production will need to decline to the $40,000-$45,000 range.
Moody's could downgrade LINE if equity is not a sustained and
balanced component of financing going forward allowing leverage
creep.

The principal methodology used in rating LINN was the Global
Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


LOS ANGELES DODGERS: Fan Headed for Key Bankruptcy Court Fights
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Los Angeles
Dodgers Friday maneuvered lawyers for beating victim Bryan Stow
into a rushed showdown in bankruptcy court next month over his
personal injury claim.

                   About Los Angeles Dodgers

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

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

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

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

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

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

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

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

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


LYONDELL CHEMICAL: Judge Says BNY Mellon Didn't Breach Duties
-------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that New York State
Supreme Court Judge Shirley Werner Kornreich ruled Tuesday that
Bank of New York Mellon did not breach its fiduciary duties when
it approved Bassell AF SCA's disastrous leveraged buyout of
Lyondell Chemical Co., which bankrupted both companies and made
hedge fund plaintiffs lose $1 billion.

Law360 relates that Judge Kornreich granted BNY Mellon's motion to
dismiss the hedge funds' claims for breach of fiduciary duty, but
said claims for breach of contract and negligence could go
forward.

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.

LyondellBasell Industries N.V. swung to a fourth-quarter 2011 loss
amid refinancing costs and a shutdown of an oil refinery.


MAMTEK U.S.: Placed in Chapter 7 Bankruptcy After Bond Default
--------------------------------------------------------------
Benjamin Herrold, writing for the Moberly Monitor-Index, reports
that a federal bankruptcy court has ordered Mamtek U.S. to file
for Chapter 7 bankruptcy pursuant to a disclosure notice from UMB
Bank, trustee for the $39 million in municipal bonds used to
finance the project.

According to the disclosure notice released on Feb. 28, 2012,
Mamtek did not respond to an involuntary bankruptcy suit filed by
UMB and four of Mamtek's creditors, so the U.S. Bankruptcy Court
for the Western District of Missouri ruled Mamtek must file its
bankruptcy schedules by March 12, 2012.

The report says the court also granted UMB's request to appoint
Bruce Strauss as Mamtek's Chapter 7 bankruptcy trustee.  The UMB
notice said Mr. Strauss and UMB are working together to complete
these filings.

Mamtek U.S. was founded in 2006 to serve as a US-based
manufacturer of Sweet.zerO brand.

The report says Mamtek planned to build a sucralose artificial
sweetener factory in Moberly, Missouri, that would have created
hundreds of jobs.  The project stalled when Mamtek was unable to
make the bond payment due to bondholders on Sept. 1, 2011.  The
bonds were annual appropriation bonds, and the city said it has no
legal obligation to pay off the bonds and that it will not do so.
This created an event of default and, per Section 902 of the bond
indenture, UMB sent written notice to Moberly and its Industrial
Development Authority that the maturity of the bonds had been
accelerated and that all the principal and interest accrued on the
outstanding bonds was due.

The report relates the Court ruling does not guarantee the
materials and equipment at the partially completed artificial
sweetener factory in Moberly will be liquidated.  The UMB notice
said UMB representatives and their council met with Moberly
officials and "various Missouri governmental entities" on Feb. 3,
2012.  The notice said finding a new company to take over the
project is the preferred resolution.

According to the report, as for the debt service payment due
March 1, the notice says, "As a result of the Event of Default a
limited funds available to the Trustee (in the debt service and
project funds), the debt service payment scheduled for March 1,
2012 will not be made."  The notice also says that UMB and its
counsel have secured books and records relating to the project in
Moberly and removed them to Kansas City for "safekeeping."  UMB
and its counsel are currently reviewing them.


MANISTIQUE PAPERS: Resets Auction as Lead Bidder Search Continues
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Manistique Papers Inc. has
pushed its Chapter 11 auction back by about six weeks to April 6
as it continues its search for a lead bidder to set the threshold
price for its paper mill.

The TCR reported on Dec. 27, 2011, the Hon. Kevin J. Carey of the
U.S. Bankruptcy Court for the District of Delaware authorized
Manistique Papers, Inc., to sell some or all of the assets in an
auction.

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  It owns a 125,000 ton-a-year plant making specialty
papers from recycled fiber.

Manistique Papers filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.  Godfrey &
Kahn, S.C. represents the Debtor in its restructuring effort.
Morris, Nichols, Arsht & Tunnell LLP serves as its Delaware
bankruptcy co-counsel.  Vector Consulting, L.L.C., serves as its
financial advisor.  Baker Tilly Virchow Krause, LLC, serves as its
accountant.

The Official Committee of Unsecured Creditors appointed in the
case is represented by Lowenstein Sandler PC as lead counsel and
Ashby & Geddes, P.A., as Delaware counsel.  J.H. Cohn LLC serves
as the panel's financial advisor.

Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MF GLOBAL: SIPA Trustee Wins OK for Haynes and Boone as Counsel
---------------------------------------------------------------
James W. Giddens, the trustee for the liquidation of the business
of MF Global, Inc. under the Securities and Investor Protection
Act, sought and obtained the Bankruptcy Court's permission to
employ Haynes and Boone, LLP as his special counsel, nunc pro tunc
to January 9, 2012.

Haynes and Boone will be advising or representing the SIPA
Trustee on matters relating to PricewaterhouseCoopers LLP and
potentially handling other matters that are not handled by Hughes
Hubbard & Reed LLP because of actual or potential conflict of
interest issues or, alternatively, which the SIPA Trustee or
Hughes Hubbard Reed LLP request be handled by Haynes and Boone.

Haynes and Boone will charge a reduced, public interest discount
rate for its legal services on an hourly basis at a 15% discount
from their standard rates in effect on the date those services
are rendered, subject to Sections 328(a) and 330 of the
Bankruptcy Code.  The current hourly rates, including the
discount, charged by Haynes and Boone for its professionals are:

          Title                        Rate per Hour
          -----                        -------------
          Partners                      $386 to $743
          Counsel                       $272 to $743
          Associates                    $191 to $510
          Legal Assistants                 $153

Jonathan D. Pressment, Esq., at Haynes and Boone, LLP, in New
York -- jonathan.pressment@haynesboone.com -- discloses that his
firm renders services for these entities or affiliates of these
entities, in matters unrelated to MFGI and its affiliates, that
are lenders under the $300,000,000 revolving MF Global credit
facility: Bank of America, N.A., Citibank, N.A., and Deutsche
Bank AG New York Branch.  Moreover, J.P. Morgan Chase Bank, N.A.
and the Bank of New York Mellon, additional lenders under the
Credit Facility, are former clients of Haynes and Boone, he
relates.  Absent appropriate waiver where necessary, Haynes and
Boone will not represent the SIPA Trustee in any matters related
to these entities, he tells the Court.

Mr. Pressment further notes that beginning in 2011, Haynes and
Boone advised MFGI with respect to a certain finance matter
wherein Haynes and Boone had an outstanding bill of approximately
$1,700 that was written-off prior to the Petition Date.  As a
result of this work, the attorney that performed those services
is subject to an information barrier or screen segregating him
from work performed for the SIPA Trustee, he says.  Haynes and
Boone does not and will not represent any current or former
clients or other parties in the MFGI proceeding, any other MF
Global bankruptcy or insolvency proceeding or in any other matter
adverse to MFGI or the Trustee during the pendency of the
Liquidation, he continues.

While Haynes and Boone did file a notice of appearance in the
MFGI proceeding on behalf of Credit Agricole Corporate Investment
Bank, Credit Agricole sold its claim against MFGI, Mr. Pressment
states.  Haynes and Boone did not represent Credit Agricole on
the sale and has not and will not render any further services on
behalf of Credit Agricole in this proceeding, he assures the
Court.  Moreover, Mr. Pressment was formerly associated with
Hughes Hubbard & Reed LLP from 1997 to 2007 and a former MFGI in-
house attorney, currently employed by the SIPA Trustee, is the
brother of a Haynes and Boone partner.

Notwithstanding those disclosures, Mr. Pressment maintains that
Haynes and Boone 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: Former Client Seeks Backing on Corporate Personhood
--------------------------------------------------------------
Adam Furgatch said in a statement that James Giddens, the Trustee
for the failed commodity brokerage MF Global, Inc., has been
formally asked to support a court motion that seeks to recover a
reported $1.2 billion in missing customer funds by arguing the
unusual, but legitimate, legal issue of "corporate personhood" as
it applies to the Bankruptcy Code.

Adam Furgatch, the former MF Global client who recently filed the
"corporate personhood" motion in Federal Bankruptcy Court,
submitted a letter to Mr. Giddens last Thursday, asking him to
fulfill his publicly stated promise to "use all legal avenues
available . . . in recovering the customer funds, including
litigation."   The Court has scheduled a hearing on the matter for
March 6th, 2012.

"I look forward to Mr. Giddens' co-operation and assistance in
helping all of us aggrieved customers to reclaim our stolen
funds," said Mr. Furgatch in a radio interview.  "We accept
Mr. Giddens at his word to use all legal avenues available.  My
motion cites Supreme Court decisions and Bankruptcy Code statutes,
as written.  So it certainly is a legitimate legal avenue to
pursue."

The Furgatch Motion asserts that because the U.S. Supreme Court
has ruled that corporations are to be treated as "persons", then
the "parent" company, MF Global Holdings, by definition, must have
a "child" company, the subsidiary brokerage, MF Global, Inc.
After establishing the parent-child relationship, the argument
then cites clear, specific statutes in the Bankruptcy Code that
mandate that a child's support claims shall have super-priority
status over all other unsecured creditors.

"The Chapter 11 bankruptcy laws apply equally to corporations and
individuals," added Mr. Furgatch.  "The statute on priority status
for unsecured creditors' claims is unambiguous. It's right there
in U.S.C. Title 11, Section 507.  Spousal and child support
obligations come first, before all other creditors' claims."

Mr. Furgatch therefore concludes that "If corporations are
persons, JP Morgan Chase and all other unsecured creditors of the
parent will just have to get in line . . . the Child comes first."

The letter to the Trustee also makes the analogy that "the parent
corporation, MF Global Holdings, has looted the child/subsidiary
corporation's trust fund in order to engage in a disastrous
gambling spree in the European bond market casinos.  One might
even say that the parent broke into the child's piggy bank to
support its gambling habit.  Under the Bankruptcy Code, as it
applies to a natural person, this irresponsible and selfish
behavior would not be allowed to stand, and rightly so.  Our laws
protect dependent, helpless children from such predatory actions."

The Furgatch Motion also cites Bankruptcy Code statutes that
empower the bankruptcy judge to order the "Parent Company Person"
trustee, Mr. Louis Freeh, to immediately release from the parent
company's declared $41 Billion in assets, all child support funds
necessary to restore the stricken, injured "Brokerage Child
Person" to wholeness and health.

Mr. Giddens is expected to respond in a timely manner to Mr.
Furgatch's request for support so as to best prepare for the court
hearing on March 6th.  Mr. Furgatch, like most ex-MF Global
customers, is currently missing at least 28% of his pre-
bankruptcy MF Global account funds.

Mr. Furgatch, a resident of Hawaii and a fresh, creative voice in
financial and political commentary, has published a copy of his
letter to Trustee Giddens, as well as a copy of the filed motion
and additional background information concerning this legal action
on his Web site http://www.AdamFurgatch.com/

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It is easily the largest bankruptcy filing so
far this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on December 19, 2011.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Sapere Takes Appeal on 761-767 Administration Denial
---------------------------------------------------------------
Sapere Wealth Management LLC, Granite Asset Management, and
Sapere CTA Fund, L.P., took an appeal to the U.S. District Court
from the Southern District of New York from the U.S. Bankruptcy
Court for the Southern District of New York's order denying
Sapere's motion to direct the Debtors' estates to be administered
pursuant to Sections 761-767 of the Bankruptcy Code and Section
190 of the Electronic Code of Federal Regulations.

As reported in the Feb. 10, 2012 edition of the Troubled Company
Reporter, Bankruptcy Judge Martin Glenn Sapere's motion to direct
the estates of MF Global Holdings, Ltd., and its debtor affiliates
to be administered pursuant to Sections 761-767 of the Bankruptcy
Code and Section 190 of the Electronic Code of Federal
Regulations.

Administration under Sections 761-767 would treat MF Global Inc.
commodities customers that held segregated accounts as a customer
class of the Chapter 11 Debtors, entitling them to receive
payment from the Chapter 11 Debtors' estates of 100% of their
segregated-account funds on a first-priority basis, ahead of all
creditors of the Chapter 11 Debtors.

Judge Glenn explained in a memorandum accompanying his order that
he cannot apply Section 766 to the Chapter 11 Debtors' cases
pursuant to Section 105 of the Bankruptcy Code without converting
the cases to cases under Chapter 7.

Even if the Chapter 11 cases are converted to cases under Chapter
7, the estates could not be administered under subchapter IV of
Chapter 7 because the Chapter 11 Debtors do not fall under the
definition of a "commodity broker," Judge Glenn ruled.

"Sapere's Motion is supported only by conclusory allegations;
there is no evidence before the Court that the Chapter 11 Debtors
acted as FCMs and are thus subject to subchapter IV and the CEA,"
Judge Glenn determined.

Louis J. Freeh, the Chapter 11 Trustee for MF Global Holdings,
Ltd., et al., opposed the motion, mainingtaining that only MFGH's
subsidiaries operated as registered futures commission merchants
and as broker-dealers or the local equivalent and maintain
futures, options, and securities accounts for customers, as
pointed out by the Company's March 31, 2011 annual report on Form
10-K for the year ended December 31, 2010, filed with the U.S.
Securities and Exchange Commission.

Sapere insisted that MFGH was a de facto commodities broker.  If
MFGH's bankruptcy petition is true that it has $41 billion in
assets, then the MFGH assets should be able meaningfully to
contribute to the shortfalls in customer property, Sapere argued.

                         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: CFTC Probing $340MM Transfers Before MF Collapse
-----------------------------------------------------------
The Commodity Futures Trading Commission and the trustee for MF
Global Inc.'s liquidation proceeding under Securities and
Investor Protection Act are looking into two separate transfers
made from MFGI's customer accounts before the firm's collapse in
October 2011.

These two prepetition transfers -- a $175 million transferred to
JPMorgan to cover an overdraft and a $165 million transfer
between two MF Global units -- may have contributed to the
shortfall in accounts of MF Global customers, Julie Steinberg,
Aaron Lucchetti and Mike Spector of The Wall Street Journal
reported.

The Journal, citing people familiar with the matter, said Edith
O'Brien, an assistant treasurer at MF Global and among those at
the center of the two money transfers, and some of her colleagues
at the firm didn't realize there was a shortfall in customer
accounts until it was too late.

In December, Jon Corzine, former chief executive officer of MF
Global, said he didn't know of any deficit in customer funds
until hours before the firm's Oct. 31, bankruptcy filing, the
Journal related.  Mr. Corzine also said Ms. O'Brien assured him
that the $175 million transfer to JPMorgan was proper.  The
investigation, however, revealed that Ms. O'Brien refused to sign
a letter to affirm that the $175 million transfer had been
proper, the Journal related.

                         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: Chapter 11 Causes Tax Crunch for Farmers
---------------------------------------------------
Farmers, cattle ranchers and investors cannot yet file accurate
returns for the Internal Revenue Service ahead of the March 1
deadline because they have not yet received tax forms that detail
their profits and losses from MF Global, Reuters reported on
Feb. 21.

According to Reuters, it is difficult for many farmers to
estimate earnings because they do not keep detailed records of
their profits or losses in individual accounts.  Instead, they
rely on brokerages like MF Global to do that detailed accounting
and send them an annual statement, the report said.

The delayed tax forms add insult to injury for many as the lack
of data means some people may have to pay taxes on profits they
did not really make while being unable to write off money back,
Reuters noted.  The tax forms known as 1099s are usually
delivered around the beginning of February, the report said.

The trustee overseeing MF Global Inc.'s liquidation under the
Securities and Investor Protection Act has required customers to
fill out claim forms they get their own money back but the MFGI
SIPA Trustee has pushed back the deadline for mailing the forms
as he continues to investigate an estimated $1.6 billion
shortfall in segregated customer accounts, Reuters noted.

Recently, the MFGI Trustee applied for permission to send out one
variety of the 1099 form 30 days after the February 15 deadline,
the report continued.  The MFGI Trustee previously applied to
extend by 30 days the deadline for a batch of different 1099
forms that were due out by January 31, the report said.

Absent the 1099 forms, former clients turned to tax specialists
and attorneys to help them figure out what they owe and how to
report it, the report said.  This adds another expense and
distraction from that collapse that already forced some farmers
to put off buying crucial supplies needed to produce food, the
report stated.

The Commodity Customer Coalition has already called on the U.S.
Department of the Treasury to tell former MF Global customers how
to account their assets still frozen in the bankruptcy, Reuters
disclosed.

The MFGI Trustee has returned 72% of the former clients' missing
money.  Those customers can not declare the remainder as a loss
yet because there is still the possibility it will be returned,
tax experts told Reuters.

                         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)


MGM RESORTS: Tracinda Sells 20MM Shares, Lowers Ownership to 18%
----------------------------------------------------------------
Tracinda Corporation disclosed in an amended Schedule 13D filed
with the U.S. Securities and Exchange Commission that on Feb. 27,
2012, it sold 20,000,000 shares of MGM Resorts International's
common stock at a price of $14.02 (or $13.40, net) per share.
Tracinda will receive the net amount of $268,000,000 upon
consummation of the sale, which is expected to occur March 1.

As a result of the sale, Tracinda beneficially owns 91,173,744
shares of common stock, representing 18.7% of the outstanding
common stock, based on 488,834,773 shares of common stock issued
and outstanding as of Dec. 31, 2011.

As previously reported by the TCR on Aug. 29, 2011, Tracinda
disclosed beneficial ownership of 111,173,744 shares or 22.8%
equity stake as of Aug. 17, 2011.

Kirk Kerkorian is the sole shareholder of Tracinda.

A full-text copy of the Amended Schedule is available at:

                        http://is.gd/8ewtgx

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $27.76
billion in total assets, $17.88 billion in total liabilities and
$9.88 billion in total stockholders' equity.

                         Bankruptcy Warning

Any default under the senior credit facility or the indentures
governing the Company's other debt could adversely affect its
growth, its financial condition, its results of operations and its
ability to make payments on its debt, and could force the Company
to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   "The rating upgrade reflects
MGM's solid performance thus far in 2011, and our expectation that
MGM will continue benefitting from improving performance trends on
the Las Vegas Strip, particularly on the lodging side of the
business," said Standard & Poor's credit analyst Ben Bubeck.  "MGM
maintains weak credit measures, including operating lease-adjusted
debt to wholly owned EBITDA of over 11x and EBITDA coverage of
interest of just 1.0x. Still, we believe recent strong performance
trends are reducing refinancing risk in the company's
intermediate- term debt maturities, and expect credit measures to
continue to gradually improve modestly in 2012."

In the Nov. 21, 2011, edition of the TCR, Moody's Investors
Service upgraded MGM Resorts International's Corporate Family and
Probability of Default ratings to B2, its senior secured rating to
Ba2, and its senior unsecured notes to B3. MGM has an SGL-3
Speculative Grade.  The B2 rating reflects Moody's view that
continued earnings improvement at MGM's 51% owned Macau joint
venture increases the likelihood of a dividend distribution that
would help improve the company's liquidity profile. The B2
Corporate Family Rating also reflects Moody's view that positive
lodging trends in Las Vegas will continue through 2012 and will
help improve MGM's leverage and coverage metrics modestly.


MICHAEL'S STORES: Suspends Filing of Reports with SEC
-----------------------------------------------------
Michael's Stores, Inc., filed with the Securities and Exchange
Commission a Form 15 notifying of its suspension of its duty under
Section 15(d) to file reports required by Section 13(a) of the
Securities Exchange Act of 1934 with respect to its 7 3/4% Senior
Notes due 2018 and guarantees of 7 3/4% Senior Notes due 2018.

Pursuant to Rule 12h-3, the Company is suspending reporting
because there are currently less than 300 holders of the Senior
Notes as of Feb. 28, 2012.

                      About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

The Company's balance sheet at Oct. 29, 2011, showed $1.77 billion
in total assets, $4.35 billion in total liabilities and a $2.58
billion total stockholders' deficit.

                          *     *     *

Michaels Stores carries a 'B3' corporate family rating from
Moody's Investors Service.

As reported by the Troubled Company Reporter on Oct. 8, 2010,
Moody's assigned Caa1 rating to Michaels Stores's proposed
$750 million senior unsecured bonds due 2018.  Proceeds from the
note offering will be used to tender for an existing $750 million
series of unsecured notes.  The refinancing, while improving the
maturity profile of the company, has no impact on Michaels'
current capital structure or ratings.

Moody's said Michaels' CFR reflects its significant financial
leverage and weak credit metrics.  It also recognizes Michaels'
leadership position in the highly fragmented arts and crafts
segment, and its high operating margins.  The rating takes into
consideration the company's participation in some segments that
have greater sensitivity to economic conditions, such as its
custom framing business.  Michaels' ratings also reflect its good
liquidity with limited near term debt maturities.


MOHEGAN TRIBAL: Further Extends Exchange Offers Expiration
----------------------------------------------------------
The Mohegan Tribal Gaming Authority has extended the expiration
date of the private exchange offers and consent solicitations to
5:00 p.m., New York City time, on Feb. 28, 2012, and has extended
the early tender date with respect to its outstanding 6 1/8%
senior notes due 2013 and 8% senior subordinated notes due 2012
until 5:00 p.m., New York City time, on Feb. 28, 2012, in each
case unless extended by the Authority.

As previously announced, the Authority is offering to exchange any
and all of its outstanding notes held by eligible holders for new
notes in a private exchange offer which includes a solicitation of
consents to certain amendments to the old notes and the indentures
governing the old notes.  The early tender date and expiration
date were previously scheduled for 5:00 p.m., New York City time,
on Feb. 27, 2012.

As of the previous early tender and expiration date, old notes had
been tendered into the exchange offers in amounts sufficient to
satisfy the minimum tender condition with respect to the old
second lien notes and the old 2014 notes and old 2015 notes, in
the aggregate, but not with respect to the old 2012 notes and old
2013 notes, in the aggregate.  As of the previous early tender and
expiration date, approximately 99.9% of the old second lien notes,
approximately 83.6% of the old 2012 and old 2013 notes, in the
aggregate, and approximately 91.8% of the old 2014 and old 2015
notes, in the aggregate, had been tendered into the exchange
offers.

The exchange offers are conditioned upon, among other things, the
valid tender of old notes representing at least (i) 50.1% of the
outstanding principal amount of the old second lien notes, (ii)
90%, in the aggregate, of the outstanding principal amount of the
old 2012 notes and the old 2013 notes, and (iii) 75%, in the
aggregate, of the outstanding principal amount of the old 2014
notes and the old 2015 notes.  The conditions to the exchange
offers are set forth in the offering memorandum and consent
solicitation statement, dated Jan. 24, 2012, and the related
supplement dated Feb. 3, 2012, for the exchange offers and consent
solicitations.  The conditions to the exchange offers are for the
Authority's benefit and may be asserted or waived by the Authority
at any time and from time to time, in the Authority's sole
discretion.

The exchange offers were launched on Jan. 24, 2012, and all other
terms of the exchange offers remain unchanged from the terms
announced at launch.

Withdrawal rights for old notes and the related consents tendered
into the exchange offers expired at 5:00 p.m., New York City time,
on Feb. 6, 2012, as scheduled, and there will be no withdrawal
rights for the remainder of the exchange offers.

Holders of old notes accepted in the exchange offers will also
receive a cash payment equal to the accrued and unpaid interest in
respect of those old notes from the most recent interest payment
date to, but not including, the settlement date of the exchange
offers.

Wachtell, Lipton, Rosen & Katz served as legal advisor to the
Authority.

               About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

The Authority's balance sheet at Sept. 30, 2011, showed
$2.2 billion in total assets, $2.0 billion in total liabilities
and $198.7 million total capital.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern.  The independent auditors noted that of the
Authority's total debt of $1.6 billion as of Sept. 30, 2011,
$811.1 million matures within the next twelve months, including
$535.0 million outstanding under the Authority's Bank Credit
Facility which matures on March 9, 2012, and the Authority's
$250.0 million 2002 8% Senior Subordinated Notes which mature on
April 1, 2012.  In addition, a substantial amount of the
Authority's other outstanding indebtedness matures over the
following three fiscal years.


MOHEGAN TRIBAL: Revised by Moody's to Caa1 After Debt Exchange
--------------------------------------------------------------
Moody's Investors Service revised Mohegan Tribal Gaming
Authority's Probability of Default Rating to Caa1\LD from Caa3
following the completion of a debt exchange transaction which
Moody's views as a distressed exchange.

In approximately three business days, Moody's will remove the LD
designation from the Probability of Default Rating which will
remain at Caa1.

Concurrently, Moody's raised MTGA's Corporate Family Rating
("CFR") to Caa1 from Caa3 and revised its rating outlook to stable
from negative to reflect its improved credit profile as a result
of the exchange and recent debt covenant amendments. Moody's also
assigned a B3 to MTGA's 9.5% $225 million first lien second out
term loan B due 2016.

The debt exchange involved the completion of the 9.5% $225 million
first lien second out term loan B offering and credit facility
amendment that reduced the size of MTGA's bank credit facility
(not rated) to $475 million (consisting of a $75 million revolver
and $400 million term loan) from $675 million and extend the
facility's maturity date to March 2015 from March 2012.

The exchange transaction also resulted in other changes to MTGA's
capital structure that -- in addition to the B3-rated 9.5% $225
million term loan B and amended bank credit facility -- resulted
in the creation of three debt items (not-rated): 11.5% $200
million second lien notes due 2017, 10.5% $417.8 million third
lien notes due 2016, and 11% $344.2 million senior subordinated
notes due 2018.

Specific debt issue rating changes related to remaining stubs on
MTGA's existing notes also occurred. MTGA's remaining senior
subordinated notes were raised to Caa3 from Ca largely as a result
of the company's CFR upgrade. MTGA's remaining second lien notes
and senior unsecured notes were lowered to Caa3 from Caa2. These
rating actions were the function of the change in the company's
debt structure resulting from the exchange, along with the fact
that as part of the transaction, these debt issues were stripped
of their security and covenant protection.

RATINGS RATIONALE

The upgrade of MTGA's CFR to Caa1 from Caa3 considers the
extension of the company's debt maturity profile as a result of
the exchange transactions -- MTGA's earliest debt maturity now
occurs in 2015 -- and the covenant flexibility provided through
the extension and amendment of its bank facility. Also considered
is the continued positive performance and future prospects of the
company's Pennsylvania facility along with the recent revenue and
earnings improvement reported for its first fiscal quarter ended
Dec. 31, 2011.

The Caa1 CFR also acknowledges that the exchange did not result in
a reduction in MTGA's leverage. Moody's anticipates that
debt/EBITDA (net of relinquishment fees) will remain at or above
6.0 times through fiscal 2013. Additionally, the exchange
transaction will increase MTGA's average cost of debt to about 10%
from about 7% This higher interest burden along with Moody's
expectations regarding future cash distribution and maintenance
capital expenditure requirements -- assuming no material increase
in earnings -- leaves only modest amounts of free cash flow
available for debt reduction and/or potentially profitable
expansion efforts. Also considered are the significant competitive
challenges that MTGA will continue to face as more convenient
casinos will continue to open in the company's primary and
secondary feeder markets. The continued uncertainty regarding any
material improvement in gaming demand in the Northeastern U.S. is
also a concern given the importance of earnings growth to MTGA's
ability to maintain a viable capital structure over the longer-
term.

The B3 rating assigned to MTGA's 9.5% $225 million first in second
out term loan B due 2016 -- one notch above the company's Caa1 CFR
-- reflects the support it receives from almost $1 billion of debt
that ranks junior to it. The B3 rating also acknowledges superior
ranking and security features of the $475 million bank loan
facility that ranks senior to the notes.

The stable outlook incorporates Moody's view that MTGA's improved
debt maturity profile and covenant flexibility will provide the
company with enough flexibility and resources to deal with near-
term competitive issues and demand uncertainty. The stable outlook
also anticipates that MTGA will be able to generate positive free
cash flow, albeit modest amounts, over the next two years.

Ratings could go up if MTGA is able to achieve and sustain a level
of earnings improvement that allows the company to reduce absolute
amounts of debt in the next 12-18 months above and beyond required
amortization amounts. Ratings could go down if it appears MTGA's
earnings will not improve at a pace that will support the
company's existing level of debt over the longer-term.

Issuer level ratings upgraded:

Corporate Family Rating to Caa1 from Caa3

Probability of Default Rating to Caa1/LD from Caa3

New issue rating assigned:

9.5% $225 million first in second out term loan B due 2016 at B3
(LGD 3, 34%)

Non-tendered issue ratings upgraded:

$66.4 million. 8% senior subordinated notes (stub) due 2012 to
Caa3 (LGD 6, 95%) from Ca (LGD 5, 85%)

$21.2 million 7.125% senior subordinated notes (stub) due 2014
(stub) to Caa3 (LGD 6, 95%) from Ca (LGD 5, 85%)

$9.7 million 6.875% senior subordinated notes (stub) due 2015
(stub) to Caa3 (LGD 6, 95%) from Ca (LGD 5, 85%)

Non-tendered issue ratings downgraded:

11.5% $0.2 million second lien notes (stub) due 2017 to Caa3 (LGD
5, 87%) from Ca (LGD 3, 30%)

6.125% $15.8 million senior unsecured notes (stub) due 2013 to
Caa3 (LGD 5, 87%) from Ca (LGD 3, 37%)

The principal methodology used in rating MTGA 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.

MTGA owns and operates a gaming and entertainment complex located
near Uncasville, Connecticut, known as Mohegan Sun, and a gaming
and entertainment facility offering slot machines and harness
racing in Plains Township, Pennsylvania, known as Mohegan Sun at
Pocono Downs. MTGA generates annual net revenues of about $1.4
billion.


MONEY TREE: Creditors Accuse Leaders of Ponzi Scheme
----------------------------------------------------
Dow Jones' DBR Small Cap reports that creditors of Georgia payday
lender Money Tree Inc. are accusing the Company's leaders of
running a multimillion-dollar Ponzi scheme that they say has left
some investors confused and suddenly without money to pay their
everyday expenses.

                       About The Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia of Georgia Inc.  Judge William R.
Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr.
Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow,
P.C., serves as the Debtors' counsel.  The Debtors hired Warren,
Averett, Kimbrough & Marino, LLC, as restructuring advisors.

Money Tree's consolidated balance sheet reported $34.9 million in
assets, $92.7 million in liabilities, and $57.8 million 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.


NASSAU BROADCASTING: Court Sets April 27 as Bid Deadline
--------------------------------------------------------
Bruce Edwards at Rutland Herald reports that the U.S. Bankruptcy
Court in Delaware set April 27, 2012, as deadline for the
submission of bids for the sale of 46 stations of Nassau
Broadcasting Partners LLC.

If one or more bids are received, an auction will be held May 3,
2012, followed by a final hearing on the sale May 7, 2012.

According to the report, in an 11-page Feb. 22 order, Judge Gross
said, "The debtors' determination to pursue the proposed sale
transaction constitutes a valid and sound exercise of the debtors'
business judgment."  Judge Gross continued that the direction
Nassau Broadcasting is taking without a stalking-horse bidder "is
reasonably likely to encourage fair and competitive bidding at
auction."

                     About Nassau Broadcasting

Nassau Broadcasting Partners LP is a radio-station owner and
operator.  Three secured lenders -- affiliates of Goldman Sachs
Group Inc., Fortress Investment Group LLC and P.E. Capital LLC --
filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del.
Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S.  The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property.  Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey.  The lenders said the
stations aren't worth enough to pay them in full.

Nassau Broadcasting in October won a Delaware bankruptcy court's
blessing to convert its involuntary Chapter 7 bankruptcy --
pressed by creditors including Goldman Sachs Lending Partners LLC
-- to a proceeding on its own terms in Chapter 11.


NICHOLS EXCAVATION: Meeting to Form Committee on March 12
---------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 12, 2012, at 10:00 a.m. in
the bankruptcy case of Nichols Excavation Inc. & Nichols Nursery
Inc.  The meeting will be held at:

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

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

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

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

Nichols Excavation Inc. filed a Chapter 11 petition (Bankr. D.
Del. Case No. 12-10569) on Feb. 17, 2012, in Delaware.
Christopher A. Ward, Esq. at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  The Debtor
estimated up to $10 million in assets and liabilities as of the
Chapter 11 filing.  An affiliate, Nichols Nursery Inc., sought
Chapter 11 protection (Case No. 12-10570) on the same day.


OCEAN PLACE: Court Confirms Third Amended Plan of Liquidation
-------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey confirmed Ocean Place Development LLC's
Third Amended Plan of Liquidation dated Feb. 15, 2012.

According to the Disclosure Statement, the confirmation order will
authorize the sale of all assets of the Debtor to AFP 104 Corp.,
for $10,000,000.  The sale will be conducted via a private sale to
the purchaser.

Under the Plan, Class 1 AFP Secured Claim will be allowed and
deemed an allowed claim in the amount of the purchase price.

The Debtor will surrender to holders of allowed Class 2 other
secured claims any collateral upon which holders of allowed other
secured claims hold valid first priority liens.

Holders of Class 3 Unsecured Claims will receive their pro rata
share of the unsecured creditor carve out on the initial
distribution date.

Holders of equity interests will not receive or retain any
property under the Plan on account of the claims or equity
interests.  On the Effective Date, all equity interests will be
canceled.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/OCEAN_PLACE_plan_3rdamended.pdf

                  About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., John K.
Sherwood, Esq., and Wojciech F. Jung, Esq., at Lowenstein Sandler,
in Roseland, N.J., serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $50 million to
$100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP 104
Corp. pursuant to a Loan Agreement dated April 25, 2006, as
amended from time to time, entered into by and between the Debtor
as borrower and Barclays Capital Real Estate Inc. as lender.

Joseph L. Schwartz, Esq., and Kevin J. Larner, Esq., at Riker,
Danzig, Scherer, Hyland & Perretti LLP, in Morristown, New Jersey,
represents AFP 104 as counsel.


PACIFIC MONARCH: US Trustee No Longer Opposes Brinkman Retention
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation withdrawing the U.S. Trustee's objection to
the Official Committee of Unsecured Creditors' application to
retain Brinkman Portillo Ronk, PC, as its counsel.

The stipulation was entered between the Committee in the Chapter
11 cases of Pacific Monarch Resorts, Inc., et al., and the U.S.
Trustee for Region 16, to resolve the Trustee's objection.

On Jan. 17, 2012, the Office of the U.S. Trustee filed an
objection to the Committee's application for Brinkman as counsel.

The Court ordered that the U.S. Trustee's objection to the
application will be withdrawn and removed from the Court's
calendar.

                      About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PHILADELPHIA ORCHESTRA: CEO Inks New Three-Year Agreement
---------------------------------------------------------
Philly.com reports that the Philadelphia Orchestra Association has
signed on president and CEO Allison B. Vulgamore for another three
years.

According to the report, Ms. Vulgamore will remain its leader
through Dec. 31, 2014, under a proposed deal, which is subject to
approval by U.S. Bankruptcy Court.  The terms of the new three-
year pact are similar to the one that is expiring.  Ms. Vulgamore
will earn an annual base salary of $450,000 -- but with a list of
extras that sweeten the deal considerably:

  -- A "performance based compensation" cash bonus of between
     $50,000 and $150,000 per year, though the chair of the
     orchestra board has the discretion to increase the maximum
     bonus to $175,000 if warranted by Ms. Vulgamore's performance
     and a "significant" improvement in the orchestra's financial
     condition.

  -- A retirement contribution of $125,000 per year, less
     applicable withholding.

  -- Up to $15,000 per year for supplemental disability insurance.

  -- "Executive health benefits" of up to $10,000 per year for
     costs not covered under the group plan.

  -- A car allowance of $5,000, free parking in the Kimmel Center,
     four weeks' vacation, and $2,000 a year to pay a financial
     planner.

The report says Ms. Vulgamore also will receive $50,000 by June,
2012, as part of an earlier bonus program for which she did not
receive payment.

                    About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.


PRESSURE BIOSCIENCES: Marcum LLP Raises Going Concern Doubt
-----------------------------------------------------------
Marcum LLP in a Feb. 27, 2012 audit report said recurring net
losses and continued negative cash flows from operations raise
substantial doubt about Pressure BioSciences, Inc.'s ability to
continue as a going concern.

The Company said it has experienced negative cash flows from
operations with respect to its pressure cycling technology
business since its inception.  As of Dec. 31, 2011, the Company
did not have adequate working capital resources to satisfy current
liabilities.  Based on its current projections, including equity
financing subsequent to Dec. 31, 2011, the Company believes
current cash resources will enable it to extend cash resources
until April 2012.

The audit report was filed together with the Company's annual
report on Form 10-K filed with the Securities and Exchange
Commission for the year ended Dec. 31, 2011.  Pressure BioSciences
reported total assets of $1,938,760 and total liabilities of
$2,347,096 as of Dec. 31, 2011.  A copy of the report is available
at http://is.gd/Gdvq5e

Pressure BioSciences, Inc. -- http://www.pressurebiosciences.com/
-- holds 14 United States and 10 foreign patents covering multiple
applications of pressure cycling technology in the life sciences
field.


PRM SMITH: Resolves FirstBank's Debt; Wants Case Dismissed
----------------------------------------------------------
PRM Smith Bay, LLC, asks the Bankruptcy Court to dismiss its
Chapter 11 case.

The Debtor owns an undeveloped parcel of land comprising 7.55 U.S.
acres, more or less.  FirstBank Puerto Rico is Debtor's only
secured creditor and holds a first lien on the Property.

Following Debtor's default on its obligation to FirstBank,
FirstBank filed a foreclosure action against Debtor on Feb. 2,
2010, in the U.S. District Court of the Virgin Islands, Division
of St. Thomas and St. John, styled as FirstBank Puerto Rico v. PRM
Smith Bay, LLC, Case No. 10-00015.  While the Foreclosure Action
was pending, the Debtor filed for relief under Chapter 11 of the
Bankruptcy Code in January 2011.  Since that time, the Debtor has
continued to operate its business as a debtor-in-possession
pursuant to Section 1107(a) and 1108 of the Bankruptcy Code.

Thereafter, FirstBank filed its Motion for Relief from Stay
seeking to dispose of the Property.  The Court entered an agreed
order conditionally denying the Stay Motion, but further providing
that the stay would be lifted as to FirstBank in the event that
Debtor fails to obtain confirmation by July 31, 2011.

On July 27, 2011, the Debtor withdrew its Plan of Reorganization,
and the automatic stay lifted pursuant to the Stay Order.  And on
Aug. 11, 2011, FirstBank filed a motion in the Foreclosure Action
to reopen the docket.

As the result of extensive negotiations, Debtor and FirstBank have
reached an agreement concerning resolution of Debtor's
indebtedness to FirstBank and the related Foreclosure Action.  In
conjunction with this Motion, Debtor is also filing its Joint
Motion for Approval of Compromise and Commitment Letter with
FirstBank.

The Debtor says its settlement with FirstBank sufficiently
resolves all of the issues between them.  As a result, Debtor's
most recent review of its assets and liabilities reveals that
continuation of its bankruptcy case is no longer necessary.  Thus,
once the Motion to Compromise is approved, Debtor maintains it is
in the best interests of its creditors and the estate to dismiss
its case.

                        About PRM Smith Bay

Chicago, Illinois-based PRM Smith Bay, LLC, aka PRM Smith Bay,
LLP, was formed in May 2004 for the purpose of holding an
undeveloped 7.5 acre parcel of land on St. Thomas in the United
States Virgin Islands known as Cabes Point.  PRM Realty Group,
LLC, is the 100% owner and manager of the Debtor.  The
Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-30444) on Jan. 20, 2011.  Gerrit M. Pronske,
Esq., Rakhee V. Patel, Esq., and Melanie P. Goolsby, Esq., at
Pronske & Patel, P.C., in Dallas, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $13,031,162 in
assets and $6,781,074 in liabilities as of the petition date.

Affiliates Bon Secour Partners, LLC (Bankr. N.D. Tex. Case No.
09-37580), PRS II, LLC (Bankr. N.D. Tex. Case No. 09-31436), PRM
Realty Group, LLC (Bankr. N.D. Tex. Case No. 10-30241), PMP II,
LLC (Bankr. N.D. Tex. Case No. 10-30252), Maluhia Development
Group, LLC (Bankr. N.D. Tex. Case No. 10-30475), Maluhia One, LLC
(Bankr. N.D. Tex. Case No. 10-30987), Maluhia Eight, LLC (Bankr.
N.D. Tex. Case No. 10-30986), Maluhia Nine, LLC (Bankr. N.D. Tex.
Case No. 10-30988), Long Bay Partners, LLC (Bankr. N.D. Tex. Case
No. 10-35124), PRM Development, LLC (Bankr. N.D. Tex. Case No. 10-
35547), Little Hans Lollik Holdings, LLP (Bankr. N.D. Tex. Case
No. 10-36159), and Hans Lollick Land Company, Limited (Bankr. N.D.
Tex. Case No. 10-36161) filed separate Chapter 11 petitions.


PROMENADE PARTNERS: Files for Bankruptcy to Restructure $5MM Debt
-----------------------------------------------------------------
Chris Bagley, staff writer at Triangle Business Journal, reports
that Promenade Partners LLC filed a Chapter 11 reorganization
petition on Feb. 27, 2012, in U.S. Bankruptcy Court for the
Eastern District of North Carolina as it attempts to restructure
$5.4 million in liabilities.

According to the report, the company's primary asset is The
Promenade at North Market in Wilmington.  The filing didn't list
all of its assets, a common omission that debtors are required to
rectify within a couple of weeks of initial filings, the report
says.

The report says the company's main creditor is Coldwell Banker
Commercial, a real estate brokerage that the filing says is owed
$5.2 million in connection with the building.  The $5.2 million is
a secured claim.

Promenade is located at 6221 O'Conner St., Suite 200 in Raleigh.
Clark D. East is listed as the company's managing member.

George Mason Oliver, Esq., represents Promenade in the bankruptcy
as its attorney.


R & S ST. ROSE: Court OKs Larson & Larson's Withdrawal as Counsel
-----------------------------------------------------------------
The Bankruptcy Court approved the withdrawal of Zachariah Larson,
Esq., of Marquis Aurbach & Coffing, as counsel of record for R&S
St. Rose Lenders, LLC.  Larson & Larson merged with Marquis
Aurbach Coffing on Jan. 3, 2012.

As of Jan. 11, 2012, an order has not been entered by the Court
with regards to the Debtor's application to employ Larson & Larson
as counsel, which Application was opposed by the U.S. Trustee.
The firm told that Court it is in the best interest of the
Debtor that the Debtor obtain new counsel.

                    About R & S St. Rose Lenders

R & S St. Rose Lenders, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 11-14973) on April 4, 2011.
Zachariah Larson, Esq., and Sarah Larson, Esq., at Larson &
Stephens, LLC, in Las Vegas, serve as bankruptcy counsel.  David
J. Merrill, P.C. serves as special counsel.  The Debtor amended
its schedules disclosing $12,041,574 in assets and $24,502,319 in
liabilities.

The Debtor's previously filed schedules showed $12,041,574 in
assets and $19,688,291 in liabilities.


REID PARK: Disclosure Statement Fine-Tuned for the 4th Time
-----------------------------------------------------------
Reid Park Properties, LLC, submitted to the U.S. Bankruptcy Court
for the District of Arizona a Fourth Amended Disclosure Statement
dated Feb. 16, 2012, for its Third Amended and Modified Plan of
Reorganization dated Jan. 25, 2012.

According to the Fourth Amended Disclosure Statement, the Debtor's
Plan is a new value Plan which will require the infusion of monies
into the Reorganized Debtor through capital contributions made by
a new participating investor.  A portion of the new monies will be
used to make improvements and repairs to the the Doubletree Hotel
located in Tucson, Arizona, which will in turn allow the Debtor to
become more profitable and increase its competitive edge over
other properties in the area.  After the payment of certain
expenses made pursuant to the Plan, the Debtor will create a
capital reserve that will be held by the Debtor and used for
capital items, and improvements, including PIP improvements or
unexpected repairs at the hotel.  The Debtor will also fund a debt
service reserve to pay debt service.  Working capital will be
maintained by the Debtor.  These reserves will ensure that the
Reorganized Debtor is able to meet its obligations in the event of
a decrease in revenue.

The investor is providing the new capital and will become 70%
interest holder in the Reorganized Debtor, along with Lloyd
Construction, a creditor of Debtor whose allowed claim is being
converted to a 30% interest holder in the Reorganized Debtor.  The
current owners/principals of the Debtor will not receive or retain
any interest in the Reorganized Debtor.  The investor's
contribution is due upon the occurrence of the Effective Date of
the Plan.  Evidence of available contributions will be made
available prior to Confirmation of the Plan.  The Plan
contemplates that all creditors will not be paid the full amount
of their allowed claims, however, creditors will be paid more than
they would be paid if the Debtor's assets were liquidated.  The
new capital investment, a minimum of $2,100,000, in conjunction
with the hotel's revenues and inherent future appreciation, will
provide the funds necessary to pay creditors under the Plan.

A substantial capital contribution will be made to fund the Plan
from a new participating investor, Humberto Lopez and/or HSL
Properties, Inc. who will then become the 70% interest holder in
the Reorganized Debtor.  The new Investor will receive a 12%
rate of return on the investment, paid from Surplus Cash Flow.
Additionally, Lloyd Construction will become a 30% interest holder
on the Effective Date of the Plan by conversion of its claim to
an equity position.  The Debtor will reimburse investor's
attorney's fees incurred prior to the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/REID_PARK_ds_4thamended.pdf

                   About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


REITTER CORP: Amends Chapter 11 Plan Documents
----------------------------------------------
Reitter Corporation dba Hospital San Gerardo has filed a First
Amended Chapter 11 Plan and a First Amended Disclosure Statement
dated Feb. 13, 2012.

Under the Amended Plan, the Debtor intends to make payments to its
creditors through the Plan primarily consisting of:

     1. Payment of all administrative expenses on the later of the
        Effective Date and the date the Administrative Claims
        become allowed.

     2. Secured Creditor Banco Popular Puerto Rico (BPPR) will be
        paid by Debtor and its claim treated pursuant to a Plan
        Settlement.

     3. Priority Secured Creditor the IRS will be paid by Debtor
        in full within 37 months from the Effective Date, plus the
        statutory interest rate.

     4. Payment of 100% of all allowed priority tax claims in
        monthly payments to be made within the sixth year of the
        date of assessment of each particular claim.

     5. Payment of 100% of all claims from holders of Executory
        contracts that are being assumed by Debtor within 36
        months from the Effective Date.

     6. Payment of approximately 1% of allowed unsecured claims in
        36 monthly payments, without interest, to begin on the
        Effective Date or 30 days after the claim is allowed by a
        final order.

The Plan will be funded from the Operating Margin being generated
by the ongoing operation which, since the bankruptcy filing, has
improved to the point where all payroll taxes are being paid on
time, and the operating budget submitted to the bank is running
ahead of projections.  Furthermore, capital contributions from
Debtor's shareholders of at least $250,000 annually will be made
during the three years of the plan of reorganization in order to
fund the plan.

The classes and treatment of claims under the plan are:

     A. Class I consists of administrative expense claims
        amounting to approximately $113,254, will be paid in cash
        and in full on the later of the Effective Date or as soon
        as feasible after the claim becomes allowed.

     B. Class II consists of priority claims totaling $2,347,918,
        will receive 100% of the allowed amount of the claim in 37
        monthly payments from the Effective Date to be made within
        the sixth year of the date of assessment of each
        particular claim plus the statutory interest rate.

     C. Class III consists of The BPPR Allowed Secured Claim in
        the total amount of $9,955,887.67, and secured by
        substantially all of Debtor's assets, will be paid
        pursuant to a settlement agreement.

     D. Class IV consists of priority secured claim of the IRS in
        the total estimated amount of $1,003,159 and secured by
        Debtor's accounts receivable and equipment, will be paid
        in full in 37 months from the Effective Date, plus the
        statutory interest rate.

     E. Class V consists of unsecured creditors holders of
        executory contracts, which as of the Effective Date will
        only include Infomedika with claims totaling approximately
        $80,389.96.  The Infomedika contract is being assumed by
        the Debtor.  The claim will be paid arrears in 36 monthly
        payments concurrently with their monthly payment.

     F. Class VI consists of unsecured creditors with no executory
        contracts and claims totaling approximately
        $18,469,763.91.  Unsecured claims will be paid
        approximately 1% of their claim in 36 monthly payments
        beginning on the Effective Date of the Plan.

     G. Class VII consists of interests of common shareholders,
        who will retain their interest.

A full text copy of the First Amended Disclosure Statement is
available for free at:

  http://bankrupt.com/misc/REITTER_CORPORATION_ds_1stamended.pdf

                    About Reitter Corporation

San Juan, Puerto Rico-based Reitter Corporation dba Hospital San
Gerardo filed for Chapter 11 protection (Bankr. D. P.R. Case No.
10-07152) on Aug. 6, 2010.  In its schedules, the Debtor
disclosed US$20,440,765 in total assets and US$17,250,033 in
total debts.

Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, in San
Juan, P.R., represents the Debtor as counsel.


ROOMSTORE INC: Seeks 120-Day Plan Exclusivity Extension
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that RoomStore Inc. is seeking a
120-day extension to file its plan to exit Chapter 11 bankruptcy
protection.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates a chain of 64
retail furniture stores, including both large-format stores and
clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also has five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.  The Company also offers its home furnishings
through Furniture.com, a provider of internet-based sales
opportunities for regional furniture retailers.  The Company owns
65% of Mattress Discounters Group LLC, which operates 83 mattress
stores (as of Aug. 31, 2011) in the states of Delaware, Maryland
and Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  Judge Douglas O. Tice, Jr., presides over the case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROYAL CARIBBEAN: Moody's Lifts Rating on Sr. Unsec. Notes to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded Royal Caribbean Cruises, Ltd.'s
(RCL) senior unsecured notes to Ba1 from Ba2 and affirmed the
company's Ba1 Corporate Family and Probability of Default ratings.
The upgrade follows RCL's announcement that it has assigned the
credit facilities (unrated) used to finance the purchase of 5
Solstice class ships from the related subsidiaries which own the
ships to the parent Royal Caribbean Cruises Ltd. The change in
obligor eliminates a significant level of structural subordination
in RCL's capital structure. Other than the change in obligor, the
economic terms of the facilities remain unchanged. The rating
outlook remains stable.

Ratings upgraded and LGD assessments revised:

Senior unsecured notes and debentures to Ba1 (LGD 4, 62%) from Ba2
(LGD 5, 74%)

Euro 1.0 billion senior unsecured global notes to Ba1 (LGD 4, 62%)
from Ba2 (LGD 5, 74%)

Senior unsecured shelf registration to (P)Ba1 from (P)Ba2

Ratings affirmed:

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1

Preferred shelf registration at (P)Ba2

Speculative Grade Liquidity rating at SGL-2

RATINGS RATIONALE

The upgrade of RCL's senior unsecured notes to Ba1, the same as
the Corporate Family Rating, reflects that the parent-level
unsecured notes (about $3.3 billion) are no longer structurally
subordinate to the approximate $2.6 billion of unsecured term
loans that were or were to be originally issued at the operating
ship level to effect their purchase. Thus, parent-level senior
unsecured debt now makes up the preponderance of the company's
capital structure (about 80%) and Moody's expects future debt
financing will be done at the parent level. Pursuant to Moody's
Loss Given Default methodology, this change in obligor results in
a one notch upgrade of the company's senior unsecured notes.

RCL's Ba1 Corporate Family Rating reflects the company's large
scale -- RCL is the second largest global cruise operator based
upon capacity -- which has enabled the company in recent years to
lower its unit cost basis and improve operating margins (over the
last 3 years). RCL's EBIT margin of approximately 17.5% is in line
with a Baa rating per Moody's Global Lodging and Cruise Industry
methodology. Additionally, RCL's diversification by brand and
markets allows the company to appeal to many demographic segments.
The ratings also take into consideration RCL's leverage of
approximately 5.4 times which is considered high for a Ba1 rated
company per the methodology, lower return on assets compared to
its closest competitors, and the capital intensive nature of the
cruise industry.

The stable rating outlook reflects Moody's expectation that RCL's
improved profitability and the ability to finance a majority of
its future capacity expansion from cash flow will enable RCL to
improve its debt protection metrics over the next 12-18 months to
levels that place it comfortably within the Ba1 rating category.

Over time, RCL's ratings could be upgraded if the company
continues to grow operating margins and if retained cash flow/net
debt can be sustained at 18% and EBIT/interest at 3.0 times. The
ratings could be downgraded if retained cash flow/net debt or
EBIT/interest does not trend towards 15% and 2.5 times,
respectively.

The principal methodology used in rating Royal Caribbean Cruises
Ltd. was the Global Lodging & Cruise Industry Rating Methodology
published in December 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Royal Caribbean Cruises Ltd. (RCL) is a global cruise vacation
company that operates five cruise brands -- the largest being
Royal Caribbean International and Celebrity Cruises - and 39
cruise ships with two under construction. The company generates
annual net revenue of approximately $5.6 billion.


RR DONNELLEY: Moody's Assigns Ba1 Rating to New Sr. Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service (Moody's) assigned a Ba1 rating to RR
Donnelley & Sons Company's (RR Donnelley) new $300 million 7-year
senior unsecured notes issue. Since the proceeds will be used to
refinance pending near term maturities, Moody's consider the
transactions to be neutral to RR Donnelley's credit profile and
have rated the new notes at the same rating level as the company's
existing senior unsecured debt. The ratings outlook remains
negative.

These summarizes the rating actions and RR Donnelley's ratings:

   Issuer: R.R. Donnelley & Sons Company

Assignments:

   -- Senior Unsecured Regular Bond/Debenture (due 2019), Assigned
      Ba1, LGD4 - 58%

Ratings/Outlook Listing:

   Issuer: R.R. Donnelley & Sons Company

   -- Corporate Family Rating, Unchanged at Ba1

   -- Probability of Default Rating, Unchanged at Ba1

   -- Senior Unsecured Regular Bond/Debenture, Unchanged at Ba1,
      LGD4 - 58%

   -- Speculative Grade Liquidity Rating, Unchanged at SGL-1

   -- Outlook, Unchanged at Negative

RATINGS RATIONALE

RR Donnelley's Ba1 ratings result from management's selected
capital structure in the context of the long term secular decline
of core operations. Since Moody's estimate that annual volume in
the $100+ billion North American commercial printing market is
declining at a long term rate of +/- 3%, Moody's interpret
management's Debt to EBITDA (excluding non-operating items)
guidance range of 2.5x-to-3.0x, as being representative of a Ba
rating. This is particularly the case given management's record of
providing cash returns to shareholders and of generally operating
at the top of its leverage guidance range. Support for the rating
comes from the company's industry-leading aggregate scale and
product diversity, a reasonable cost position featuring a
significant variable component that allowed the company to remain
free cash flow positive through-out the recent recession, and good
liquidity arrangements. However, Moody's think that operational
risks are increasing as the business environment continues to
deteriorate. As well, visibility of forward activity levels is
opaque and the timing and magnitude of future growth (or secular
decline) is highly uncertain. Moody's anticipates only modest top-
line growth and expect little in the way of margin expansion.

Rating Outlook

The negative ratings outlook stems from the potential that
relatively poor macroeconomic conditions will persist and that RR
Donnelley will have to pursue further restructuring activities as
a result. This will consume cash and delay de-leveraging with
Debt-to-EBITDA languishing in the mid-to-low 4x range (inclusive
of Moody's standard adjustments).

What Could Change the Rating - Up

Given adverse systemic influences and given management's stated
2.5x-to-3.0x Debt-to-EBITDA leverage target and, as well, the fact
that Moody's do not expect management to implement more
conservative financial policies, a ratings upgrade is not
anticipated. However, were Moody's to expect leverage to be
sustained below 1.75x, and given a positive fundamentals and solid
liquidity, a ratings upgrade would be considered.

What Could Change the Rating - Down

Moody's will consider a downgrade if Debt-to-EBITDA (inclusive of
Moody's standard adjustments), was expected to be sustained above
3.75x. This benchmark may be reconsidered in the event industry
fundamentals abruptly deteriorate. A significant debt-financed
acquisition and/or adverse liquidity developments could also
result in downward rating pressure.

In the event of a future downgrade, there is the potential that
the company's bank lenders may, in future negotiations and as a
condition of continued support, require the provision of security.
This would disadvantage senior unsecured bond holders and may
exacerbate the ratings' impact of a CFR downgrade.

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


SAAB AUTOMOBILE: Meeting to Form U.S. Creditors' Panel March 9
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 9, 2012, at 10:30 a.m. in
the bankruptcy case of Saab Cars North America, Inc.  The meeting
will be held at:

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

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

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

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

                       About Saab Cars N.A.

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.


SARGENT RANCH: Second Bankruptcy Case Dismissed
-----------------------------------------------
Judge Laura S. Taylor of the U.S. Bankruptcy Court for the
Southern District of California closed the Chapter 11 case of
Sargent Ranch, LLC, on Feb. 21, 2012.

As reported in the Troubled Company Reporter on Jan. 5, 2012,
secured creditor DACA2010L L.P. Asked the bankruptcy judge to
dismiss the Chapter 11 case.  DACA tells the Court that the Debtor
has a concurrent Chapter 7 case still pending.  According to DACA,
the Chapter 7 trustee therein abandoned Debtor's sole asset on
Sept. 29, 2011, to permit the secured creditors to litigate and
liquidate Debtor's sole property.

DACA requests the Court to dismiss Debtor's second bankruptcy and
and allow the the assets to be liquidated according to the rights
of the secured creditors.  According to DACA, the Debtor's second
bankruptcy was filed in response to the third deed of trust
holders' foreclosure on the property, and is a patently bad faith
bankruptcy.  DACA adds that Debtor's second bankruptcy also
violates the spirit of the Bankruptcy Code, and is improper and in
bad faith given the futility of the first bankruptcy case.

                      About Sargent Ranch

San Diego, Calif.-based Sargent Ranch, LLC, owns Sargent Ranch
Property located 5 miles south of downtown Gilroy, Calif., an
agricultural and residential community located about 20 miles
south of San Jose and 30 miles north of Monterey, Calif.

The Company filed for Chapter 11 relief (Bank. S.D. Calif. Case
No. 11-18853) on Nov. 18, 2011.  Judge Laura S. Taylor presides
over the case.  Brendan K. Ozanne, Esq., at Dawson & Ozanne, in La
Jolla, Calif., represents the Debtor as counsel.  In its
schedules, the Debtor disclosed assets of $716,100,000 and debts
of $58,121,979 as of the Petition Date.  Judge Laura S. Taylor
presides over the case.

The petition was signed by Wayne F. Pierce, managing member.  This
is the second Chapter 11 filing for Sargent Ranch, LLC.

The Debtor first filed for Chapter 11 bankruptcy (Bankr. S.D.
Calif. Case No. 10-00046) on Jan. 4, 2010.  The Honorable Peter W.
Bowie converted the Chapter 11 case of Sargent Ranch, LLC, to one
under Chapter 7 on Jul. 22, 2011, after finding that despite the
valiant efforts of the trustee and his professionals, there does
not appear to be a solution in the bankruptcy arena for the
Debtor's property.


SCHOMAC GROUP: Amends Plan Disclosures; LNV Corp. Has Objection
---------------------------------------------------------------
The Schomac Group, Inc., et al., submitted to the U.S. Bankruptcy
Court for the District of Arizona a First Amended Chapter 11 Plan
and a First Amended Disclosure Statement.

According to the Disclosure Statement, the goal of the Plan is to
continue the operation of the business entities, including the
marketing of properties, which will allow the Debtors to repay
creditors.  The secured debt needs to be reasonably restructured
so payment obligations do not outstrip the income from the
projects.

The Plan will be funded by future operations of the Debtor
businesses, including the sale of properties, well as by the
dividend income from the Debtors' OP Units in CubeSmart, L.P.  The
Debtors also have commitments from related non-debtor entities and
the individual equity-holder of the Debtors to fund plan payments,
to the extent the Debtors' revenues are not sufficient.  With a
reasonable restructure of the secured indebtedness, the Debtors
will be able to repay all creditors, in full, over the term of the
Plan.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/THE_SCHOMAC_GROUP_ds_1stamended.pdf

                           Objection

LNV Corporation, in its objection, is asking the Court disapprove
the Disclosure Statement because it does not contain adequate
information as required by Section 1125 of the Bankruptcy Code.

LNV Corp. explained that:

   1. the Disclosure Statement fails to provide valuations;

   2. there is no information in the Disclosure Statement that
   would support the feasibility of the Plan or that would
   establish the financial wherewithal of Michael Schoff and the
   non-debtor insiders to fund the Plan and future operations.

   3. the Disclosure Statement fails to discuss the tax impact on
   the Debtors relating to any liquidation of the CubeSmart
   Units.

   4. the historical values of and the historical distributions
   relating to the CubeSmart stock units are not disclosed.

   5. the treatment of LNV under the Plan and the Disclosure
   Statement fails to address interest, fees, costs, and
   expenses.

As of Feb. 3, 2012, Schomac and Tedco are indebted to LNV in the
approximate amount of $21 million (including accrued interest,
fees, and costs).

According to LNV Corp., among other things, the Plan proposes that
Schomac and Tedco will pay LNV (Classes 4 and Class 18) at a non-
default contract rate of 3.75% (as provided in the Loan Documents)
3 or at such rate determined by the Court as being a market rate,
with interest-only payments for 36 months paid quarterly and
thereafter with quarterly amortized payments based on a 25-year
amortization, with full payment to LNV after 10 years.

As to real property taxes, the Debtors propose under the Plan to
pay the holder of those claims by bi-annual equal payments of
principal and interest over a period of 5 years from the initial
due date for the oldest unpaid taxes on the properties.

As to all secured creditors under the Plan, the Debtors propose to
pay interest at the non-default contract rate, and except for the
secured claims of Bank of Oklahoma, those contract rates are not
disclosed by the Debtors in the Disclosure Statement.

LNV Corp is represented by:

         William Novotny, Esq.
         MARISCAL, WEEKS, McINTYRE & FRIEDLANDER, P.A.
         2901 North Central Avenue, Suite 200
         Phoenix, AZ 85012-2705
         Tel: (602) 285-5000
              (602) 285-5100
         E-mail: william.novotny@mwmf.com

                     About The Schomac Group

Tucson, Arizona-based The Schomac Group, Inc.'s primary business
is to act as a holding company for its various subsidiaries, which
are actively involved in diverse segments of the real estate
industry.  Schomac's sole shareholders are two trusts controlled
by W. Michael Schoff.  Schomac previously managed a portfolio of
approximately 200 self-storage facilities, 72 of which were
sponsored and managed by Schomac with TEDCO, Inc., being a
substantial investor.  Schomac also sponsored and managed a
portfolio of apartment complexes, including the management of
roughly 40 apartment complexes, as many as 16 of which were owned
by Schomac over time.

TEDCO's primary business is to act as a holding company for its
various subsidiaries, which are actively involved in diverse
segments of the real estate industry.  TEDCO's sole shareholder is
W. Michael Schoff.

SRE Investments, LP owns eleven residential lots of roughly
5 acres each in Saguaro Ranch, a subdivision located in the
Tortolita Mountains in Marana, Pima County, Arizona.  SRE is
75.921% owed by Schomac.

NSS RV Central Limited Partnership owns the real estate known as
RV Central, a recreational vehicle and self storage facility
located at 6260 North Travel Center Drive in Marana, Pima County,
Arizona.  NSS RV is 100% owned by Schomac.

Schomac Group and TEDCO filed for Chapter 11 bankruptcy (Bankr. D.
Ariz. Case Nos. 11-22717 and 11-22720) on Aug. 9, 2011.  In its
schedules, Schomac Group disclosed $48,929,897 in total assets and
$34,583,005 in total liabilities.  Judge Eileen W. Hollowell
presides over the cases.


SEDONA DEVELOPMENT: Has Access to Cash Collateral Until March 31
----------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona approved a stipulation authorizing Sedona
Development Partners, LLC, and The Club at Seven Canyons, LLC's
continued use of the cash collateral until March 31, 2012.

The stipulation was entered among the Debtors and Specialty Trust,
Inc., Specialty Mortgage Corporation, and Specialty Financial.

The Debtors explained that they entered into the stipulation out
of an abundance of caution and to allow the continuation of their
operations until the time as the Court may determine the nature
and extent of Specialty's liens, if any exist, in the Debtors'
postpetition revenues, if and as necessary.

The Court ordered that the Debtors may use the income up to the
corresponding amounts (subject to a maximum variance of 10%) for
each category identified in the budget.  However, Specialty has
reserved the right to object to specific line item expenses in the
budget by providing written notice to the Debtors of any
objection.  The Debtor will not be authorized to use the income
for the expense until the objection is resolved, either
consensually between the parties or by order of the Court.

In addition to the expenses set forth in the budget, the Debtors
are authorized to pay $5,000 to the Arizona Department of Revenue,
relating to unpaid, postpetition sales taxes, by Jan. 31, and
Feb. 28.

A full-text copy of the stipulation and the budget is available
for free at

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

                 About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.


SEMIQUEST INC: Pluritas to Manage the Sale of Patent Portfolio
--------------------------------------------------------------
Pluritas, LLC, a leading intellectual property transactions firm,
has been retained by 3M Innovative Properties Company to manage
the disposition of SemiQuest, Inc.'s patents and other intangible
assets pursuant to Section 9610 of the Uniform Commercial Code of
the State of California.  The Debtor was founded in January 2005
to develop yield-enhancing CMP consumables and provided advanced,
yield-enhancing polishing pads for copper, tungsten and oxide on
semiconductor wafer applications.  The technology enables
improvements in uniformity at about half the cost of conventional
pads.

The Debtor is in default under a Security Agreement with 3M
Innovative Properties Company.  As a result, Secured Party is
exercising its right under the Security Agreement to foreclose
upon the collateral.  The Secured Party intends to sell to the
high qualified bidder at public auction all of Debtor's right,
title and interest in the collateral, held by Debtor as collateral
as of the time of the public auction (collectively, the "Assets").
Although the Security Agreement defines the Assets, Pluritas
understands the Assets to include 5 issued US patents, seven
pending patent applications, and foreign equivalents.

The sale of the Assets will be "As Is" without representation or
warranty of any kind. Public information on the sale and assets
can be found at: http://www.pluritas.com/_public/semiquest.php.

Sale by Public Auction:

Day and Date: April 24, 2012

Time: Commencing at 10:00 AM (PST)

Place: Pluritas LLC, 201 California Street, Suite 650, San
Francisco, CA 94111

Minimum Qualifying Bid: $1,100,000 USD

Telephonic bids will be accepted and instructions will be added to
the bidding procedures.  All terms will be defined in the bidding
procedures.  For further information, interested bidders should
send inquiries to semiquest@pluritas.com/

Pluritas partners are and can be reached at:

         Mark Thomann
         Robert Aronoff
         Craig M. Carothers
         E-mail: Mark@pluritas.com
                 Rob@pluritas.com
                 Craig@pluritas.com

                          About Pluritas

Pluritas, LLC -- http://www.pluritas.com/-- is a leading
transaction advisory firm specializing in divestitures,
acquisitions, and mergers where understanding intellectual
property (IP) value is central.  Pluritas has managed and
successfully closed more than 75 patent and brand transactions on
behalf of clients from distressed businesses to Fortune 500
companies.  The firm's advisory services include IP sales,
purchases, licensing, M&A, finance and strategic positioning for
product freedom.


SEMTECH CORP: Moody's Assigns 'Ba2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned ratings to the debt of the
Semtech Corporation -- Corporate Family Rating (CFR) of Ba2 and
Probability of Default Rating (PDR) of Ba3, and a Ba2 (LGD2-29%)
rating to the $350 million Senior Secured Credit Facilities. The
rating outlook is stable. This is the first time Moody's has
assigned ratings to Semtech's debt.

RATINGS RATIONALE

The Ba2 CFR reflects Semtech's position as a niche player in the
analog semiconductor market, which is characterized by long
product life cycles and stable revenues and cash flows compared to
the overall semiconductor market, and Semtech's fabless operating
model which, because of outsourced production tends to result in
fairly stable free cash flow (FCF). The rating also reflects the
starting leverage of 2.8x debt to EBITDA (after standard
adjustments) proforma for the Gennum acquisition, which is
releatively low for the Ba category. Nevertheless, the rating also
considers that Semtech competes against much larger firms with
greater financial resources, which makes Semtech vulnerable to
competitive entrance from larger firms in adjacent business
segments.

The stable outlook reflects Moody's expectation that Gennum will
be integrated into Semtech without any operational disruption,
that the combined company will generate revenue growth in the mid-
single digits over the next 12 months and general annual FCF of at
least $90 million.

The ratings could be upgraded, once Semtech diversifies its base
of products through tuck-in acquisitions funded by internal cash
flow such that revenues are on course to exceed $1 billion.
Moreover, Moody's will expect organic revenue growth at levels
suggesting market share expansion and progress on reducing
leverage through a combination of debt repayment and
profitability. Moody's will expect that leverage would be
consistently modest, with debt to EBITDA below 2.0x and FCF to
debt above 30%.

The ratings could be lowered if Moody's anticipates increased
revenue volatility or loss of market share, or if Semtech engages
in large, debt-funded acquisitions, or if Semtech does not make
steady progress towards reducing leverage to 2.5x EBITDA.

Semtech, based in Camarillo, California, is a fabless
semiconductor firm that produces analog and mixed signal
semiconductor products, including products such as transient
voltage suppressors, serializer/deserializer (SerDes) products,
voltage regulators, and transceivers for wireless communication
infrastructure.

These ratings were assigned:

Corporate Family Rating -- Ba2

Probability of Default Rating -- Ba3

Senior Secured Credit Facilities due 2017 -- Ba2 (LGD2 --29%)

Speculative Grade Liquidity rating -- SGL-2

Rating Outlook -- stable.

The principal methodology used in rating Semtech was the Global
Semiconductor Industry Methodology published in November 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
in June 2009.


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


SLAVERY MUSEUM: Creditors to Drop Examiner Motion For Now
---------------------------------------------------------
The Associated Press reports that creditors said for now they
would drop requests that the court appoint an examiner or convert
the case of U.S. National Slavery Museum to a Chapter 7 proceeding
in response to the assurances of Sandra R. Robinson, attorney of
former Gov. L. Douglas Wilder, to Judge Douglas O. Tice Jr.

According to the report, Mr. Wilder accompanied his attorney to a
hearing intended to develop a reorganization plan and supply the
court with tax filings and other financial records needed to
secure the museum's tax-exempt status.  The records are critical
to resume fundraising, a cornerstone of Ms. Robinson's
reorganization plan to rescue plans to build the museum in
Fredericksburg, Virginia, overlooking the Rappahannock River.

The report says Ms. Robinson's plan, outlined in a disclosure form
similar to a reorganization plan, states the museum expects to
raise $900,000 in donations in its first year of fund-raising.
Fredericksburg would be paid in full within four years.

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.


SMURFIT-STONE: District Court Dismisses Employee Lawsuit
--------------------------------------------------------
District Judge Leon Jordan dismissed the lawsuit, DANNY T. JEWELL
and SANDRA F. JEWELL, Plaintiffs, v. SMURFIT-STONE CONTAINER
ENTERPRISES, INC., et al., Defendants, No. 3:08-CV-392 (E.D.
Tenn.).  The Plaintiffs filed their complaint on Sept. 25, 2008.
The case was stayed from March 2009 through October 2010 due to
Smurfit-Stone's Chapter 11 bankruptcy.  Danny Jewell was formerly
employed by Smurfit-Stone.  The Plaintiffs allege that Mr.
Jewell's employment was terminated on Aug. 6, 2007, on account of
his age.  A copy of the Court's Feb. 27, 2012 Memorandum Opinion
is available at http://is.gd/Uhg3FWfrom Leagle.com.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
served as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, served as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC served as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acted as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1, 2010.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% of the New Smurfit-Stone common
stock pool will be distributed pro rata to the Company's previous
common stockholders.


STOCKTON, CA: Tests New Mediation Law to Avoid Bankruptcy
---------------------------------------------------------
The Associated Press reports that Stockton is the first California
city to test a new union-backed law aimed at protecting public
employee contracts by making it harder for municipalities to file
bankruptcy.

The AP says Stockton is trying to avoid Chapter 9 bankruptcy by
moving this week to participate in a 60-day evaluation process
with its bond holders, creditors, employee unions and retirees.
If progress is made, Stockton would be allowed to extend
negotiations by another 30 days, but talks can be called off any
time if the municipality declares a fiscal emergency.

The new law took effect in January.  The AP says there is much
uncertainty about how the process will work.

"This is the test case," said state Assemblyman Bob Wieckowski,
D-Fremont, who authored the bill. "My biggest dream is that they
use the process to get to the straight talk and they avoid filing
Chapter 9."

The mediation bill passed with bipartisan support in both houses
of the Legislature and was signed by Gov. Jerry Brown last fall.
The legislation allows local governments to seek bankruptcy
protection if they declared a fiscal emergency, which requires a
public hearing and approval by a majority vote showing that the
financial state of the local entity jeopardizes the health,
safety, or well-being of its residents.

Stockton has a population of more than 290,000 people.  It is
located 50 miles south of Sacramento.  The AP says Stockton was
hit hard by the recession and foreclosures, forcing it to make
deep cuts to police and other services.

According to the AP, Stockton has a combined $15 million deficit,
a little more than 9% of the city's $165 million annual general
fund.  The deficit could double in the next fiscal year.

The AP relates that, should Stockton eventually file for
bankruptcy, it would be the most populous U.S. city to seek such
protection in the last 30 years, according to James Spiotto, head
of the bankruptcy practice at the Chicago-based law firm Chapman &
Cutler.


SYNCORA GUARANTEE: Jefferson County Bankruptcy Imperils Firm
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the bankruptcy
case of Jefferson County, Ala., is threatening the survival of
municipal bond insurer Syncora Guarantee Inc., which says it could
be forced to pay millions of dollars to the county's bondholders,
who are owed more than $3 billion stemming from upgrades to the
county's sewer system.


TENET HEALTHCARE: Reports $94 Million Net Income in 2011
--------------------------------------------------------
Tenet Healthcare Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $94 million on $8.85 billion of net operating revenues
for the year ended Dec. 31, 2011, compared with net income of
$1.15 billion on $8.46 billion of net operating revenues during
the prior year.

The Company reported a net loss of $66 million on $2.22 billion of
net operating revenues for the three months ended Dec. 31, 2011,
compared with net income of $82 million on $2.11 billion of net
operating revenues for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $8.46 billion
in total assets, $6.95 billion in total liabilities, $16 million
in redeemable non-controlling interests in equity of consolidated
subsidiaries, and $1.49 billion in total equity.

"We recorded our eighth consecutive year of growth in Adjusted
EBITDA which grew to $1.145 billion in 2011, a 9.0 percent
increase over 2010," said Trevor Fetter, president and chief
executive officer.  "The growth would have been even stronger had
we been able to close some of the favorable payer settlements we
have been working on for a number of months.  Because the
settlements remain likely, we are raising our 2012 Outlook for
Adjusted EBITDA to a new range of $1.225 billion to $1.350
billion.  We also recorded our fifth consecutive quarter of growth
in adjusted admissions which grew by 1.3 percent.  The favorable
growth in patient volumes, combined with strong pricing growth,
enabled us to achieve a 5.4 percent increase in net operating
revenues in the quarter."

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

                       http://is.gd/0nTmhV

                      About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


THIRD STREET: Involuntary Chapter 11 Case Converted to Chapter 7
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
on Feb. 13, 2012, issued an order converting the involuntary
Chapter 11 case of Third Street Treatment Partners LLC to an
involuntary Chapter 7 case.

According to the Debtor's case docket, the Court set Aug. 8, as
deadline for government proofs of claim.

                        About Third Street

An involuntary petition was filed against Los Angeles, California-
based Third Street Treatment Partners LLC (Bankr. C.D. Calif. Case
No. 11-62083) on Dec. 23, 2011, by creditors Thomas Hedlund, Lee
McCormack, Jerald Salisbury, Executive Treatment Corporation,
Carolyn Rae Cole, and Clifford Brodsky. Bankruptcy Judge Sheri
Bluebond presides over the case.  The petitioners are represented
by Dean G. Rallis Jr., Esq., at SulmeyerKupetz.  Jerome S. Cohen,
Esq., represents the Debtor.

On Feb. 1, 2012, U.S. Bankruptcy Judge Hon. Sheri Bluebond entered
an order approving the appointment of the Chapter 11 trustee.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed
Howard B. Grobstein, Esq., as the Chapter 11 trustee in the
reorganization case of Third Street Treatment Partners LLC.


THORNBURG MORTGAGE: Judge Resolves Count IV of Credit Suisse Suit
-----------------------------------------------------------------
The U.S Bankruptcy Court for the District of Maryland issued a
Memorandum of Decision and entered an Order Determining Count IV
of the Complaint filed by Credit Suisse Securities (USA), LLC,
against TMST, Inc. f/k/a Thornburg Mortgage, Inc., TMST Hedging
Strategies, Inc. f/k/a Thornburg Hedging Strategies, Inc., and
TMST Home Loans, Inc. f/k/a Thornburg Mortgage Home Loans, Inc.,
on Aug. 28, 2009 [Adv. Proc. No. 09-0574-DWK].

By operation of law, Joel I. Sher, Chapter 11 Trustee for the
Debtors was substituted as party Defendant following his
appointment in October 2009.  Count IV sought declaratory judgment
on Credit Suisse's interest in certain mortgage servicing rights,
which were sold by the Trustee pursuant to court order on Feb. 16,
2010.  The Bankruptcy Court issued the Decision after conducting a
three-day trial on Feb. 1-3, 2011, solely on Count IV of the
Complaint.

In the Decision, the Bankruptcy Court confirmed its prior ruling
that the Debtors' bankruptcy estates hold approximately
$16,882,896 plus earned interest, representing unpaid servicing
fees and advances reimbursed by the purchaser as part of the MSR
sale, free and clear of the lien held by Credit Suisse, and
additionally determined that the Debtors' bankruptcy estates are
entitled to and hold 5% of the proceeds of the purchase price
($79,302,557) of the MSR sale free and clear of the lien held by
Credit Suisse, approximately $3,965,127, plus earned interest, for
a total recovery of approximately $20.8 million.  The Decision
does not resolve the remaining Counts in the Complaint and the
Bankruptcy Court has scheduled a status conference for April 11,
2012, to address the same.

The Trustee will continue to represent the interests of the
Debtors' bankruptcy estates with respect to these matters.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by Shapiro Sher Guinot &
Sandler.


UNITED RETAIL: DDR Corp., et al., Join Objections to DIP Loan
-------------------------------------------------------------
Landlord DDR Corp., et al., inform the U.S. Bankruptcy Court for
the Southern District of New York that they join in the objection
filed by Macerich Company, et al., to United Retail Group, Inc.,
et al.'s motion to obtain postpetition financing.

The landlords relate that they share the concerns and objections
to the DIP financing motion raised in the Macerich objection,
including without limitation, objections regarding liens on leases
and collateral access rights.

The landlords also join in any other objection to the DIP
financing motion filed by other landlords.

                          DIP Financing

The Debtors requested authorization, on a final basis, to incur
$40,000,000 postpetition secured financing with Wells Fargo N.A..

The Debtors have won authority to use $25,000,000 of the DIP
facility, on an interim basis, pursuant to the terms and
conditions of the Super-Priority Senior Secured Debtor-In-
Possession Credit Agreement with Wells Fargo, which is also the
administrative agent under the Redcats ABL Facility.

Wells Fargo Capital Finance, LLC, serves as sole lead arranger and
bookrunner under the DIP Facility.

The Debtors have also sought final authority to use cash
collateral of Wells Fargo and Redcats USA, the Debtors' parent.

The DIP Agreement will terminate at the earliest to occur of,
among others, (i) the date which is 210 days after the Petition
Date, (ii) the date of the effectiveness of a plan of
reorganization or liquidation for the Borrowers and the Guarantors
in the Chapter 11 Cases, or (iii) the consummation of the sale or
sales of all or substantially all of the Borrowers' assets and
properties or of all equity interests in Borrowers.

Before Nov. 22, 2011, Redcats USA funded certain of the Debtors'
operational expenses on an unsecured basis pursuant to a cash
management agreement dated Aug. 29, 2008.  The Debtors relied
exclusively on the Cash Management Agreement to fund, among other
things, payroll, trade obligations, service contracts and other
daily operating expenses.  The Cash Management Agreement was
effectively a cash pooling arrangement that allowed Redcats USA to
sweep positive balances in the Debtors' operating accounts on a
daily basis and net the cash against amounts owed to Redcats
USA for, among other things, loans to the Debtors and/or costs
associated with a variety of intercompany services Redcats USA
provided to the Debtors.  While Redcats USA largely funded the
Debtors with the Debtors' own cash flow, negative balances
accumulated over time, leading to a current unsecured balance of
$48.5 million owed to Redcats USA as of Nov. 22, 2011.

In late 2011, Redcats USA informed the Debtors that it was no
longer willing to fund the Debtors' operations on an unsecured
basis.  Accordingly, on Nov. 22, 2011, the Debtors and Redcats USA
amended the Cash Management Agreement pursuant to which Redcats
USA agreed to provide funding to the Debtors on a second-lien
secured basis (junior to the liens held by Wells Fargo pursuant to
the Redcats ABL Facility).

To facilitate financing of foreign-product sourcing for many of
Redcats USA's subsidiaries, including the Debtors, on July 28,
2011, Redcats USA and certain of its affiliates, including United
Retail Incorporated, as borrowers, and Avenue Gift Cards, Inc. and
United Retail Group, Inc., as guarantors, entered into a credit
agreement with Wells Fargo and the other lenders party thereto
that provides for a revolving asset-based loan facility.  The
Redcats ABL Facility provides for, among other things, revolving
credit with a maximum aggregate commitment of $60 million,
including the issuance of letters of credit.

The landlords are represented by:

         Robert L. LeHane, Esq.
         Gilbert R. Saydah Jr. Esq.
         Jennifer D. Raviele, Esq.
         KELLEY DRYE & WARREN LLP
         101 Park Avenue
         New York, NY 10178
         Tel: (212) 808-7800
         Fax: (212) 808-7897
         E-mails: rlehane@kelleydrye.com
                  gsaydah@kelleydrye.com
                  jraviele@kelleydrye.com

                      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.


W.R. GRACE: Releases Pro Forma Financials as of Dec. 31, 2011
-------------------------------------------------------------
W.R. Grace & Co. filed pro forma financial information of the
Company and its subsidiaries as of December 31, 2011, on a Form 8-
K filing with the U.S. Securities and Exchange Commission on
February 24, 2012.

The Financial Information has been prepared as an update to
previous pro forma financial information prepared for the sole
purpose of evaluating the feasibility of the proposed Joint Plan
of Reorganization under Chapter 11 of the Bankruptcy Code of W. R.
Grace & Co., certain of its Subsidiaries, the Official Committee
of Asbestos Personal Injury Claimants, the Personal Injury Future
Claimants' Representative, and the Official Committee of Equity
Security Holders.  The Financial Information was prepared using
the consolidated financial statements of Grace, which include
certain domestic and international subsidiaries and affiliates
that are not debtors in the bankruptcy.

The Financial Information includes:

  * Pro forma consolidated balance sheet of Grace as of
    December 31, 2011, reflecting the accounting effects of the
    Joint Plan as if it became effective on that date.

  * Pro forma consolidated statement of operations of Grace for
    the year ended December 31, 2011 reflecting the accounting
    effects of the Joint Plan as if it became effective on
    December 31, 2010.

The Financial Information has been prepared in conformity with
United States Generally Accepted Accounting Principles consistent
with the accounting policies currently used by Grace in the
preparation of its consolidated financial statements.

                 Joint Plan of Reorganization

The Joint Plan is a "hypothetical assumption" until it becomes
effective.  The Joint Plan may change significantly as proceedings
under Grace's Chapter 11 cases continue.

The Financial Information assumes that Grace emerged from
bankruptcy on December 31, 2011, for the pro forma balance sheet
and December 31, 2010, for the pro forma statement of operations
with an effective plan of reorganization that includes certain
major terms that are included in the Joint Plan.

                    Asbestos-Related Claims

Asbestos personal injury claims and asbestos property damage
claims will be resolved through the creation of two separate
trusts -- the "Asbestos PI Trust" and the "Asbestos PD Trust" --
both established pursuant to Section 524(g) of the Bankruptcy
Code.

The Grace contribution to the Asbestos PI Trust includes:

  * Cash of approximately $472 million, which includes $250
    million pursuant to the asbestos personal injury settlement
    announced in April 2008, plus an assumed $36 million of
    interest from January 1, 2009, to December 31, 2011, and
    approximately $186 million pursuant to this arrangement:

    In order to ensure that the Sealed Air Indemnified Parties
    and the Fresenius Indemnified Parties obtain Section 524(g)
    protection with respect to Asbestos PD Claims, Cryovac and
    Fresenius will pay a total of approximately $186 million to
    the Asbestos PD Trust, which amount would otherwise have
    been paid by Grace for resolved Asbestos PD Claims.  As an
    offset, the Cryovac and Fresenius payments to the Asbestos
    PI Trust will be reduced and Grace's payment to the Asbestos
    PI Trust will correspondingly increase.

  * Warrants to acquire 10 million shares of Grace common stock
    at an exercise price of $17 per share expiring one year
    after the Effective Date of the Joint Plan.

  * Deferred payments of $110 million per year for five years
    beginning January 2, 2019, and of $100 million per year for
    ten years beginning January 2, 2024.

  * Rights to proceeds from Grace's asbestos-related insurance
    coverage.

The Grace contribution to the Asbestos PD Trust includes:

  * With respect to Class 7A Claims -- Asbestos PD Claims,
    excluding U.S. and Canadian ZAI PD Claims -- a deferred
    payment obligation to fund Allowed Claims resolved after the
    Effective Date and Asbestos PD Trust Expenses.

  * With respect to Class 7B Claims -- U.S. ZAI PD Claims -- a
    deferred payment obligation of $30 million payable on the
    third anniversary of the Effective Date and up to ten
    contingent payments of $8 million per year during the
    20-year period beginning on the fifth anniversary of the
    Effective Date.  These contingent payments will be made only
    in the event certain conditions are met, including that the
    assets available in the Asbestos PD Trust to pay Class 7B
    Claims fall below $10 million in value.

  * With respect to Canadian ZAI PD Claims, a payment of
    approximately C$8.6 million to the Canadian ZAI PD Claim
    Fund.

Cryovac will contribute directly to the Asbestos PI Trust and the
Asbestos PD Trust a total of (i) cash of $512.5 million plus
accrued interest of 5.5% compounded annually from December 21,
2002, and (ii) 18 million shares of Sealed Air Corporation common
stock.

Fresenius will contribute directly to the Asbestos PI Trust and
Asbestos PD Trust a total of $115 million.

               Other Claims and Emergence Costs

Grace will pay approximately $1.168 billion, estimated as of
December 31, 2011, including accrued interest to satisfy other
claims payable at the Effective Date.  This includes prepetition
bank debt, drawn letters of credit, environmental settlements,
income tax settlements, amounts due to vendors and other non-
asbestos claims, plus accrued interest for certain of these items.
In addition, emergence costs in the amount of $15 million are
assumed to be paid at the Effective Date.  This amount is intended
to cover one-time expenses associated with emergence.

                      Ongoing Liabilities

Grace will satisfy all other liabilities subject to compromise as
they become due and payable after emergence.  The liabilities are
estimated at approximately $355 million as of December 31, 2011,
and include amounts for postretirement benefits, income tax
contingencies, and environmental contingencies.

The Financial Information assumes payments to claimants as set
forth in the Joint Plan.  It assumes no payments for contingencies
not contemplated by the Joint Plan, including but not limited to
default interest on Grace's prepetition bank debt claims, as
asserted by the general unsecured creditors that hold prepetition
bank debt and estimated to be approximately $140 million of
additional interest at the time of their court filings in April
2011.  The Bankruptcy Court and the District Court have overruled
this assertion and the general unsecured creditors that hold
prepetition bank debt have appealed these rulings to the appellate
court.  If any of the contingencies become probable and estimable,
Grace would expect to record a liability at that time.

                        Exit Financing

The Financial Information assumes that Grace will pay claims at
emergence with existing cash and borrowings under a new credit
facility.  The Financial Information assumes a new $786 million
credit facility to fund allowed claims payable on the Effective
Date and to provide working capital and letters of credit for
post-emergence operations.  Of the amount, $586 million is assumed
borrowed on the Effective Date, with $200 million of revolver
capacity undrawn and available for future needs.  Origination fees
and other costs of the exit financing, including any original
issue discount, are assumed to be approximately $20 million.  In
addition, Grace assumes it will maintain an existing foreign line
of credit of up to EUR70 million.  The Financial Information
assumes a weighted average interest rate of approximately 4.8% on
borrowings under the new credit facility.  The actual amount of
new financing that Grace will need to fund the Joint Plan, as well
as the structure and cost of the financing, will generally depend
on the timing of its emergence and the amount of its available
cash resources, including net cash from operating and investing
activities prior to emergence, the final resolution costs for
outstanding claims and contingent liabilities, and lending market
conditions at the time of emergence.

                Pro Forma Financial Information

The pro forma balance sheet as of December 31, 2011, reflects the
accounting effects of the Joint Plan as if it became effective on
that date.  The income tax effects of the pro forma adjustments
have been computed at a 35% U.S. Federal income tax rate, state
deferred income tax assets carry a full valuation allowance and do
not change.

Pro forma adjustments include:

  (1) Adjustment to Liability and Additional Expense;
  (2) Borrowings Under New Credit Agreements;
  (3) Consideration to the Asbestos Trusts;
  (4) Payment of Remaining Prepetition Liabilities;
  (5) NOLs and Future Tax Deductions;
  (6) Reclassification of Liabilities Subject to Compromise; and
  (7) Gain or Loss at Emergence.

The pro forma statement of operations reflects the accounting
effects of the Joint Plan as if it became effective on
December 31, 2010.

The pro forma income adjustments consist of:

  (1) Reduction of selling, general and administrative expenses
      to reflect lower insurance, legal and other non-continuing
      costs related to the Chapter 11 cases;

  (2) Elimination of interest expense for the prepetition debt
      and the addition of interest expense for the exit
      financing.  The Financial Information assumes a weighted
      average interest rate of approximately 4.8% on borrowings
      under the new credit facility;

  (3) Non-cash interest expense on the PI and ZAI Deferred
      Payments, assuming a blended rate of approximately 11.5%
      for the accretion of interest on these liabilities;

  (4) Reduction in Chapter 11 expenses (net of interest income)
      reflecting the conclusion of the Chapter 11 cases.
      Chapter 11, legal, and other related expenses incurred in
      the year after emergence are assumed to be $15 million,
      related to the continuation of claims allowance
      proceedings and other unresolved and administrative
      matters;

  (5) Reclassification of interest income on the Filing
      Entities' accumulated cash balances from Chapter 11
      expenses to other income to reflect the accounting
      classification expected to be used after emergence.  Also
      reflects the elimination of the net currency loss on the
      intercompany loan and associated hedge contracts that are
      assumed to be paid off at emergence;

  (6) The pro forma adjustments are generally tax effected at a
      35% effective tax rate.  Certain Chapter 11 expenses are
      not deductible; and

  (7) The Warrants are assumed to be exercised on December 31,
      2011.  Grace's average share price for 2011 was $40.23 per
      share and therefore, the Warrants would have been dilutive
      for earnings per share purposes.  Grace's share price on
      December 31, 2011, was $45.92.

A full-text copy of the Pro-forma Financial Statements is
available for free at http://tinyurl.com/7yefst4

                    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)


WINDRUSH SCHOOL: Wells Fargo Drops Request to Close School
----------------------------------------------------------
Charless Burress at ElCerritoPatch reports that Wells Fargo Bank
withdrew a court motion seeking to close Windrush School.

As a result, a U.S. Bankruptcy Court judge removed the school's
bankruptcy status, clearing the way for the private K-8 school to
complete the school year, provided it cuts costs sufficiently and
meets the terms of a debt-settlement agreement reached earlier
with Wells Fargo that would turn the school property over to its
creditors at the end of the school year in June, according to the
report.

The report relates the school announced earlier this week it was
cutting some staff, reducing hours for others, consolidating some
classes and reducing hours for special programs.

According to the report, Wells Fargo, the trustee for bondholders,
was seeking to seize school property, which was collateral for the
debt.  It sued in Contra Costa County Superior Court in August to
foreclose on the school, and the school sought Chapter 11
bankruptcy protection in September to avert a seizure and
shutdown.

The report recounts that, as the two sides battled in U.S.
Bankruptcy Court over whether the school could remain under
bankruptcy protection, Windrush and Wells Fargo -- with the
mediation and urging of Bankruptcy Court Judge Willam Lafferty --
reached a settlement agreement on Dec. 1, 2011, that allowed the
school to finish the year if it met certain conditions and turned
over school property over to creditors.

On Jan. 25, however, Wells Fargo filed court papers saying
Windrush had failed to meet financial reporting requirements of
the settlement deal and asked the court to order that the school
be shut down.

                      About Windrush School

Based in El Cerrito, California, Windrush School is a private K-8
school.  The Company filed for Chapter 11 protection on Sept. 30,
2011 (Bankr. D. N.D. Calif. Case No. 11-70440).  Judge William J.
Lafferty presides over the case.  Merle C. Meyers, Esq., and
Michele Thompson, Esq., at Meyers Law Group P.C., I San Francisco,
Calif., represent the Debtor.  In its schedules, the Debtor
disclosed $14,809,364 in assets and $13,206,276 in liabilities.

Attorneys for secured lender Wells Fargo Bank N.A. are Mike C.
Buckley, Esq., James Neudecker, Esq., and Renee C. Feldman, Esq.,
at Reed Smith LLP.  Wells Fargo is the Indenture Trustee under an
Indenture between California Statewide Communities Development
Authority dated as of July 1, 2017, pertaining to $13 million of
revenue bonds issued by the Authority.

Windrush defaulted in June 2011 on debt payments for the school
bonds, which were issued in 2007 to build the new middle
school/library building and refurbish the gym.


WYSTERIA LLC: Authorized to Hire Joel Belway as Counsel
-------------------------------------------------------
The Bankruptcy Court for the Northern District of California has
authorized Wysteria, LLC, to employ Joel K. Belway of The Law
Office of Joel K. Belway Professional Corporation as its counsel.

Mr. Belway's scope of the services will include all services
necessary to represent the Debtor as a debtor in possession in the
Chapter 11 case.

Debtor's manager, Steve Kendrick, paid Mr. Belway a retainer of
$22,000 on November 18, 2011 for representation of Debtor.
Mr. Belway's current hourly billing rate is $400.

The Debtor assures the Court that Mr. Belway does not presently
represent any other person or entity in connection with the
Chapter 11 case and does not have any interest adverse to the
Debtor.

                          About Wysteria

Wysteria, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-34171) on Nov. 18, 2011.  The Company estimated assets
of $10 million to $50 million and estimated debts of $10 million
to $50 million.  The petition was signed by Stephen H. Kendrick,
as manager.  Judge Dennis Montali presides the case.  The Debtor
is represented by Joel K. Belway, Esq., at the Law Offices of Joel
K. Belway.


WYSTERIA LLC: All Claims to be Paid One Year After Effective Date
-----------------------------------------------------------------
Wysteria, LLC, has filed with the Bankruptcy Court for the
Northern District of California a combined disclosure statement
and reorganization plan dated Feb. 16, 2012.

The Plan provides that through the ongoing development of its real
property, the Debtor will pay all Allowed creditors in full, and
interest holders will retain their interests.

The plan includes two unclassified claims: administrative claims
and tax claims.  Allowed Administrative Claim will be paid in
cash, in full upon the later of (a) the Effective Date, (b) when
it becomes an Allowed Administrative Claim, and (c) within the
time as payment is due.  Allowed Tax Claims will receive deferred
cash payments, payable quarterly, starting six months from the
Effective Date, over a period not exceeding five years after the
Petition Date.

The classification and treatment of claims under the plan are:

     A. Class 1 (Secured Claim of the City and County of San
        Francisco, Calif.) will be fully matured, due, and payable
        within 365 days of the Effective Date.

     B. Class 2 (Secured Claim of Fourth Third) will be deemed
        modified to provide that it will be fully matured, due,
        and payable within the later of entry of a final order
        allowing its claim or 365 calendar days from the Effective
        Date.

     C. Class 3 (Administrative Convenience Claims) will be paid a
        lump sum dividend equal to the amount of their Allowed
        Claims as soon as practical after the Effective Date

     D. Class 4 (General Unsecured Claims) will be paid in full,
        with interest at the rate of 6% per annum, within 365 days
        from the Effective Date.

     E. Class 5 (Wysteria LLC Interests) will retain their
        membership interests in the Debtor.

The hearing on the disclosure statement is scheduled on
March 30, 2012, at 10:00 a.m.

A full-text copy of the disclosure statement is available at:

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

                          About Wysteria

Wysteria, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-34171) on Nov. 18, 2011.  The Company estimated assets
of $10 million to $50 million and estimated debts of $10 million
to $50 million.  The petition was signed by Stephen H. Kendrick,
as manager.  Judge Dennis Montali presides the case.  The Debtor
is represented by Joel K. Belway, Esq., at the Law Offices of Joel
K. Belway.


YRC WORLDWIDE: Incurs $354.4 Million Net Loss in 2011
-----------------------------------------------------
YRC Worldwide Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$354.41 million on $4.86 billion of operating revenue in 2011, a
net loss of $327.77 million on $4.33 billion of operating revenue
in 2010, and a net loss of $619.47 million on $4.87 billion of
operating revenue in 2009.

The Company reported a net loss of $86.21 million on $1.21 billion
of operating revenue for the three months ended Dec. 31, 2011,
compared with net income of $15.37 million $1.09 billion of
operating revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.48 billion
in total assets, $2.84 billion in total liabilities and a $358.61
million total shareholders' deficit.

For 2011, the Company's independent auditors expressed substantial
doubt about the Company's ability to continue as a going concern.
KPMG LLP, in Kansas City, Missouri, noted that the Company has
experienced recurring net losses from continuing operations and
operating cash flow deficits and forecasts that it will not be
able to comply with certain debt covenants through 2012.

"I wish to express my thanks to our employees for their efforts as
we work to build a more service-centric culture focused on
delivering quality and consistently reliable freight service for
our customers," said James Welch, chief executive officer of YRC
Worldwide.  "I am pleased with the renewed focus on customer
service, but obviously not satisfied with our consolidated
operating results.  However, I am encouraged that our performance
trends over the fourth quarter are consistent with or exceeding
the consolidated operating plan created by our now autonomous
operating companies," stated Welch.

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

                        http://is.gd/cJq2AM

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


YRC WORLDWIDE: Suspending Filing of Reports with SEC
----------------------------------------------------
YRC Worldwide Inc. filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its:

   -- 3.375% Net Share Settled Contingent Convertible Senior Notes
      due 2023, Guarantees of 3.375% Notes 5.0% Net Share Settled
      Contingent Convertible Senior Notes due 2023, Guarantees of
      5.0% Notes; and

   -- Common Stock, par value $0.01 per share, 10% Series A
      Convertible Senior Secured Notes due 2015, Series A Notes
      Paid-in-Kind, 10% Series B Convertible Senior Secured Notes
      due 2015, Series B Notes Paid-in-Kind, Guarantees of Series
      A Notes, Guarantees of Series B Notes, 6% Senior Convertible
      Notes due 2014, Guarantees of 6% Notes.

Pursuant to Rule 12h-3, the Company is suspending reporting
because there are currently less than 300 holders of record of the
Notes.  As of Feb. 28, 2012, there were four holders of 3.375%
Notes and seven holders of 5.0% Notes.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company reported a net loss of $354.41 million in 2011, a net
loss of $327.77 million in 2010, and a net loss of $619.47 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2.48 billion
in total assets, $2.84 billion in total liabilities and a $358.61
million total shareholders' deficit.

For 2011, the Company's independent auditors expressed substantial
doubt about the Company's ability to continue as a going concern.
KPMG LLP, in Kansas City, Missouri, noted that the Company has
experienced recurring net losses from continuing operations and
operating cash flow deficits and forecasts that it will not be
able to comply with certain debt covenants through 2012.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


* 9th Cir. Appoints Mark Houle as C.D. Calif. Bankruptcy Judge
--------------------------------------------------------------
The Ninth Circuit Court of Appeals appointed Bankruptcy Judge Mark
D. Houle to a fourteen-year term of office in the Central District
of California, at Riverside, effective February 17, 2012, (vice,
Carroll).

Judge Houle can be reached at:

          Honorable Mark D. Houle
          United States Bankruptcy Court
          3420 Twelfth Street, Room 365
          Riverside, CA 92501-3801

          Telephone: 951-774-1021

          Law Clerks: Jennifer Leinbach
                      Telephone: 951-774-1022

                      Jorge Gaitan
                      Telephone: 951-774-1023

          Term expiration: February 20, 2026


* Airline Collapses Weigh on Aircraft Lessor
--------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Aircraft lessor
International Lease Finance Corp. still has to find homes for 17
planes after a surge in the airline bankruptcies and insolvencies
so far this year.


* BOOK REVIEW: Corporate Venturing -- Creating New Businesses
-------------------------------------------------------------
Authors: Zenas Block and Ian C. MacMillan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1993 book published by the President and Fellows of
Harvard College).
List Price: 371 pages. $34.95 trade paper, ISBN 1-58798-211-0.

Creating new businesses within a firm is a way for a company to
try to tap into its potential while at the same time minimizing
risks.  A new business within a firm is like an entreprenuerial
venture in that it would have greater flexibility to
opportunistically pursue profits apart from the normal corporate
structure and decision-making processes.  Such a business is
different from a true entrepreneurial venture however in that the
business has corporate resources at its disposal.  Such a company
business venture has to answer to the company management too.
Corporate venturing--to use the authors' term--offers innovative
and stimulating business opportunities.  Though venturing is in a
somewhat symbiotic relationship with the parent firm, the venture
would never threaten to ruin the parent firm as a entrepreneur
might be financially devastated by failure.

Block and MacMillan contrast an entreprenuerial enterprise with
their subject of corporate venturing, "When a new entrepreneurial
venture is created outside an existing organization, a wide
variety of environmental factors determine the fledgling
business's survival.  Inside an organization . . . senior
management is the most critical environmental factor."  This
circumstance is the basis for both the strengths and limitations
of a corporate venture.  In their book, the authors discuss how
senior management working with the leadership of a corporate
venture can work in consideration of these strengths and
weaknesses to give the venture the best chances for success.  If
the venture succeeds beyond the prospects and goals going into
its formation, it can always be integrated into the parent
company as a new division or subsidiary modeled after the regular
parts of a company with the open-ended commitment, regular hiring
practices, and reporting and coordination, etc., going with this.
As covered by the authors, done properly with the right
commitment, sense of realism and practicality, and preliminary
research and ongoing analysis, corporate venturing offers a firm
new paths of growth and a way to reach out to new markets, engage
in fruitful business research, and adapt to changing market and
industry conditions.  The principle of corporate venturing is the
familiar adage, "nothing ventured, nothing gained."  While it is
improbable that a corporate venture can save a dying firm, a
characteristic of every dying firm is a blindness about
venturing.  Just thinking about corporate ventures alone can
bring to a firm a vibrancy and imagination needed for business
longevity.

Ideas, insights, and vision are the essence of corporate
venturing.  But these are not enough by themselves. Corporate
venturing is based as much on the right personnel, especially the
top leaders.  The authors advise to select current employees of a
firm to lead a corporate venture whenever feasible because they
already have relationships with senior management who are the
ultimate overseers of a venture and they understand the corporate
culture.  In one of their several references to the corporate
consultant and motivational speaker Peter Drucker, the authors
quote him as identifying only half jokingly the most promising
employees to lead the corporate venture as "the troublemakers."
These are the ones who will be given the "great freedom and a
high level of empowerment" required to make the venture workable
and who also are most suited to "adapt rapidly to new
information."  Such employees for top management of a venture are
not entirely on their own.  The other side of this, as Brock and
MacMillan go into, is for such venture management to earn and
hold the trust and confidence of the firm's top management and
work within the framework and follow the guidelines set for the
venture.

Corporate venturing is an operation which is a hybrid of the
standard corporate interests and operations and an independent
business with entrepreneurial flexibility mainly from focus on
one product or service or at most a few interrelated ones,
simplified operations, and streamlined decision-making.  From
identifying opportunities and getting starting through the
business plan and corporate politics, Brock and MacMillan guide
the readers into all of the areas of corporate venturing.

Zenas Block is a former adjunct professor with the Executive MBA
Program at the NYU Stern School of Business.  Ian C. MacMillan is
associated with Wharton as a professor and a director of a center
for entrepreneurial studies.


                           *********

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.


                  *** End of Transmission ***