TCR_Public/120305.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 5, 2012, Vol. 16, No. 64

                            Headlines

135 FL LLC: Voluntary Chapter 11 Case Summary
69 WEST: Voluntary Chapter 11 Case Summary
829 REALTY: Involuntary Chapter 11 Case Summary
AES EASTERN: Fights Creditor Objection Over Sale of Power Plants
ALTRA HOLDINGS: Moody's Raises Corporate Family Rating to 'Ba3'

AMALGAMATED TRANSIT: Union Files for Chapter 11
AMBASSADORS INT'L: Windstar Cruises Ex-Owner Converted to Ch. 7
AMERICAN AIRLINES: Proposes Deloitte as Executive-Pay Advisors
AMERICAN AIRLINES: Taps BCG to Redesign Management Structure
AMERICAN AIRLINES: Has AvAirPros as Airport Real Estate Advisors

AMERICAN AIRLINES: Committee Asks Nod for Mesirow as Advisor
AMERICAN WEST: Files for Chapter 11 With Lock-Up Agreement
AMERICAN WEST: Case Summary & 20 Largest Unsecured Creditors
AMERIGROUP CORP: Moody's Issues Summary Credit Opinion
APPLESEED'S INTERMEDIATE: Trustee Suit Over $310MM Payout Survives

ARCADIA RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
ATLANTIC & PACIFIC: S&P Assigns Prelim. 'B-' Corp. Credit Rating
B-BAR TAVERN: Case Summary & Largest Unsecured Creditor
BELLISIO FOODS: S&P Affirms 'B' Corporate After $200-Mil. Loan
BERNARD L. MADOFF: Trustee Can't Add Evidence to Mets Fight

BERNARD L. MADOFF: Attorney General Opposes Picard Suit
BERNARD L. MADOFF: Ruling Today on Wilpon $386-Mil. March Trial
BEVERLY HILLS: Chapter 11 Case Summary & Unsecured Creditor
BICENT POWER: S&P Cuts Secured Loans' to 'CC' on Project Woes
BOMBADIER RECREATIONAL: Lifted by S&P to 'B+'; Outlook Stable

BONDS.COM GROUP: Names MBS Unit Head D. Weisberger as New COO
BROADCAST INT'L: Extends Maturity of $1.3 Million Bridge Note
CAESARS ENTERTAINMENT: Incurs $195.4-Mil. Net Loss in 4th Quarter
CALFRAC WELL: Moody's Raises Corporate Family Rating to 'Ba3'
CANAL STREET: Case Summary & 4 Largest Unsecured Creditors

CANFOR CORPORATION: DBRS Confirms Issuer Rating at 'BB'
CATALYST PAPER: Reports $974 Million Net Loss in 2011
CATALYST PAPER: S&P Withdraws 'D' Corp. Credit Rating
CATASYS INC: Issues $775,000 Promissory Note to Socius Capital
CENTRAL PARKING: Sale to Rival Won't Impact Moody's Rating

CLAIRE'S STORES: S&P Retains 'B' Rating on First-Lien Notes
CLEAR CHANNEL: Prices Sr. Notes & Declares Special Cash Dividend
CLEAR CHANNEL: Fitch Says Issuance Upsizing No Rating Impact
CLEARWIRE CORP: Intel Owns 18.2%, to Buy Add'l Shares from Google
CLIFFS CLUB: Case Summary & 50 Largest Unsecured Creditors

COGENT COMMUNICATIONS: S&P Keeps 'B-' Rating on $175-Mil. Notes
COLONIAL PROPERTIES: S&P Affirms 'BB+' Corporate Credit Rating
COLONY RESORTS: Inks Separation Agreement with Former CEO Monahan
COMMUNITY MEMORIAL: Cheboygan Hospital Files for Chapter 11
COMMUNITY MEMORIAL: Case Summary & 20 Largest Unsecured Creditors

COMPOSITE TECHNOLOGY: Plan Filing Exclusivity Expires March 6
COMPOSITE TECHNOLOGY: Landau Tapped to Pursue Claims vs. Insiders
COMPOSITE TECHNOLOGY: Winthrop to Pursue Ch. 5 Avoidance Actions
CONNAUGHT GROUP: Gets Court OK to Look for Buyer, Auction Assets
CORELOGIC INC: S&P Affirms 'BB' Corporate; Outlook Now Stable

COUDERT BROTHERS: Circuit Has Landmark Choice-of-Law Ruling
CPG INTERNATIONAL: Cut by Moody's to SGL-3; Outlook Remains Stable
CROSS BORDER: Board Stops Major Stockholder From Taking Action
CRYOPORT INC: James Flynn Discloses 9.2% Equity Stake

CYBEX INTERNATIONAL: Now In Compliance With Nasdaq Listing Rules
DAVIS TRAILER: Case Summary & 20 Largest Unsecured Creditors
DDR CORP: S&P Affirms 'BB' Corporate Credit Rating
DESERT RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
DJA ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors

EDGEN MURRAY: Incurs $24.5 Million Net Loss in 2011
EDISON MISSION: Swings to $1.07 Billion Loss in 2011
EDISON MISSION: S&P Lowers Corporate Credit Rating to 'CCC+'
ELEPHANT & CASTLE: Phoenix Served as Advisor in $22.7-Mil. Sale
ENERGY FUTURE: Completes Offering of $350 Million Senior Notes

EPICEPT CORP: Incurs $3.4 Million Net Loss in Fourth Quarter
FANNIE MAE: Incurs $16.85 Billion Net Loss in 2011
FEDERATED SPORTS: Case Summary & 20 Largest Unsecured Creditors
FRIENDFINDER NETWORKS: AdultFriendFinder.com Declines, Cut to B-
FUSION TELECOMMUNICATIONS: 9 Directors Elected at Annual Meeting

GENERAL MARITIME: To Present Plan for Confirmation April 25
GENERAL MOTORS: $367MM Hedge Fund Deal Was Signed After Ch. 11
GENERAL MOTORS: Moody's Says Peugeot Alliance No Rating Impact
GLOBAL CASH: S&P Affirms 'BB-' Corporate Credit Rating
GRUBB & ELLIS: To Make Loans to Brokers, Not Pay Commissions

GUITAR CENTER: Moody's Affirms 'Caa2' Corporate Family Rating
GUN LAKE: S&P Raises Issuer Credit Rating to 'B+'
HACIENDA LAND: Case Summary & 6 Largest Unsecured Creditors
HELIX ENERGY: S&P Raises Senior Secured Debt Ratings to 'BB'
HIGH RIVER: Defaults Disclosure Obligations to Ontario Regulators

HMK INTERMEDIATE: Moody's Assigns 'B2' Corporate Family Rating
HOLLIFIELD RANCHES: Wants Access to Cash Collateral Until Dec. 31
HOLLIFIELD RANCHES: Proposes to Incur $1.6-Mil. Secured Debt
HOLLIFIELD RANCHES: Taps Meservy as Counsel in Suit vs. Cummins
HOLLIFIELD RANCHES: To Present Plan for Confirmation July 5

HOSTESS BRANDS: Trial on Union Pacts, Pension Plans Begins Today
HOSTESS BRANDS: Hearing on CRO Retention on March 13
HOSTESS BRANDS: Halts Personal Injury Suits vs. Workers
HUNTSMAN CORP: S&P Affirms 'BB-' Corporate Credit Rating
INDIANA EQUITY: Resolves All Issues With Arbor Realty

INTELSAT SA: Incurs $433.9 Million Net Loss in 2011
INTERNATIONAL PAVING: Case Summary & Creditors List
ISTAR FINANCIAL: Incurs $25.7 Million Net Loss in 2011
JACKSON GREEN: Status Hearing on Chapter 11 Plan on March 14
JAMES RIVER: S&P Puts 'B' Corp. Credit Rating on Watch Negative

JEFFERSON COUNTY: Debtor, Bondholders Appeal to Circuit Court
JOHNS-MANVILLE: Travelers Freed From $500MM Asbestos Settlements
KINGS INN: Case Summary & Largest Unsecured Creditor
LAGUNA BRISAS: Best Western Laguna Hotel in Chapter 11
LAGUNA BRISAS: Case Summary & 20 Largest Unsecured Creditors

LEHMAN BROTHERS: Franklin Resources Has 5.1% Equity Stake
LEHMAN BROTHERS: Proposes Claims Settlement With Bermuda Unit
LEHMAN BROTHERS: Has Settlement on 2001-2007 IRS Tax Disputes
LEHMAN BROTHERS: UK Court Rules Lehman Clients Can Claim Cash
LIVING HOPE: Case Summary & 8 Largest Unsecured Creditors

LODGENET INTERACTIVE: Winjammer CEO Spencer Named to Board
MAMMOTH CHANDLER: Voluntary Chapter 11 Case Summary
MAMMOTH LAKES: S&P Affirms 'BB' Rating on COPs; Outlook Negative
MASCO CORP: Fitch Downgrades Issuer Default Rating to 'BB'
MEDIA GENERAL: S&P Retains 'CCC+' Corporate; Outlook Negative

MEDIACOM LLC: Fitch Affirms 'B+' on Anticipated Debt Reduction
MF GLOBAL: CFTC Boosts Oversight of Futures After MF Demise
MF GLOBAL: Debt Investors Approach MF Customers to Buy Claims
MF GLOBAL: MF Brokerage Faces More Exits; Staff Down to 80
MF GLOBAL: UK Unit Makes First Distribution to Clients

MF GLOBAL: Holdings Receives 71 Claims Totaling $188.7 Million
MOHEGAN TRIBAL: Amends Exchange Offers Minimum Tender Condition
MORGANS HOTEL: Incurs $17.6 Million Net Loss in Fourth Quarter
NAVISTAR INTERNATIONAL: To Present Fiscal Q1 Results Thursday
NEVADA CANCER: GFBunting to Provide Plan PR on Pro Bono Basis

NEVADA CANCER: Piercy Bowler to Provide Audit Services
NEW ENTERPRISE: Moody's Lowers Corporate Family Rating to 'Caa1'
NEW ENTERPRISE: S&P Puts 'B-' Corp. Credit Rating on Watch Neg.
NIP COMPANY: Case Summary & Largest Unsecured Creditors
NPS PHARMACEUTICALS: Appoints FoldRx's G. Gemayel to Board

OILSANDS QUEST: Extends Offer Deadline for Assets Until April 27
ON SEMICONDUCTOR: S&P Affirms 'BB' Corporate Credit Rating
OXNARD POTTER'S: Case Summary & 8 Largest Unsecured Creditors
PAWTUCKET ASPHALT: Case Summary & 20 Largest Unsecured Creditors
PNA ENTERPRISE: Voluntary Chapter 11 Case Summary

PROSPECT MEDICAL: S&P Affirms 'B' Corporate Credit Rating
PROMENADE PARTNERS: Case Summary & 4 Largest Unsecured Creditors
QUALITY DISTRIBUTION: Swings to $5.4-Mil. Fourth Quarter Profit
QUEST DEVELOPMENT: Case Summary & 5 Largest Unsecured Creditors
R. COREY: Case Summary & 8 Largest Unsecured Creditors

R&G MORTGAGE: Files for Chapter 11 With Liquidating Plan
R&G MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
RADIO SYSTEMS: S&P Lowers Corporate Credit Rating to 'B-'
RCN TELECOM: Moody's Affirms 'B1' Corporate Family Rating
ROBERT E. DERECKTOR: Voluntary Chapter 11 Case Summary

ROBERT'S CREEK: Case Summary & 20 Largest Unsecured Creditors
ROSEWOOD CARE: Case Summary & 20 Largest Unsecured Creditors
RTL-WESTCAN: DBRS Confirms Issuer Rating at 'B'
RYLAND GROUP: Incurs $5.7 Million Net Loss in 2011
SAAB AUTOMOBILE: U.S. Unit OKs Ch. 11, Hires Restructuring Chief

SAND SPRING: Wants 6-Month Extension of Plan Exclusivity
SEALY MATTRESS: Moody's Affirms Corporate Family Rating at 'B2'
SECUREALERT INC: Evaluates Historical Financial for Expansion
SOLYNDRA LLC: 3-Day Auction Generates $3.81 Million
ST. VINCENT'S: Has One Week to Work Out Dispute Over Stolen Checks

STOCKTON, CA: Moody's Slashes Pension, Lease, Water Bond Ratings
STOCKTON, CA: S&P Lowers Issuer Credit Rating to 'CC'
STONEMOR PARTNERS: S&P Lowers Corporate Credit Rating to 'B-'
SUMMER VIEW: To Present Plan for Confirmation on Wednesday
SWANSEA REAL ESTATE: Case Summary & 10 Largest Unsecured Creditors

SWEET WATER: Voluntary Chapter 11 Case Summary
TBS INTERNATIONAL: Court OKs AlixPartners as Financial Advisor
TECHNEST HOLDINGS: AccelPath Completes Portion of Workflow Tech.
TE ROSLYN: Case Summary & 20 Largest Unsecured Creditors
THERMOSPAS INC: Case Summary & 20 Largest Unsecured Creditors

THOBURN LIMITED: Case Summary & 13 Largest Unsecured Creditors
TOWER BONDING: A.M. Best Affirms 'B' Financial Strength Rating
TOWN CENTER: To Seek OK of Amended Plan Disclosure Today
TRIBUNE CO: Hearing on Allocation Disputes Today
TRIBUNE CO: Proposes Schedule for Supplemental Plan Disclosures

TRIBUNE CO: WTC Cannot Object Oct. 31 Order, Says Deutsche Bank
TRIBUNE CO: Objects to Oxendine's $10-Mil. Claim
TRIBUNE CO: Judge Pauley Issues Master Order in MDL Litigation
TUCSON ELECTRIC: S&P Withdraws 'B' Issuer Credit Rating
UCI HOLDINGS: Outlook Revised to Stable From Positive

UNI-PIXEL INC: Partners with TI on Touch Screen Solutions
UNIVERSAL BIOENERGY: Buys 40% Member Interest of Whitesburg
VALASSIS COMMUNICATIONS: S&P Affirms 'BB-' Corp. Credit Rating
VIDEOTRON LTEE: Moody's Rates 10-Year Sr. Unsec. Notes at 'Ba1'
VIDEOTRON LTEE: DBRS Assigns 'BB' Rating to Sr. Unsecured Notes

VITRO SAB: Implements Mexican Reorganization Plan
VUZIX CORP: Defers Payment of $142,000 Loan to LC Capital
WARNER SPRINGS: Owner of "Contaminated Site" Files for Chapter 11
WARNER SPRINGS: Case Summary & 20 Largest Unsecured Creditors
WASHINGTON MUTUAL: Holders May Change Release Elections

WASTE2ENERGY: Chapter 11 Trustee Extended to New Debtors
WASTE2ENERGY: Ch. 11 Trustee Can Access $500,000 DIP Financing
WASTE2ENERGY: Ch. 11 Trustee Authorized to Hire Foreign Counsel
WCA WASTE: Moody's Confirms 'B2' Corporate Family Rating
WNC SOLO: Case Summary & 20 Largest Unsecured Creditors

* Moody's: 2nd-Lien Recovery Only Slightly Higher Than Unsecured
* S&P's Global Corporate Default Tally Still at 18 as of March 1
* S&P Expects Default Rate to Rise 3.3% in 2012
* Small Georgia Bank Shuttered; 12th in 2012

* New NY Bankruptcy Court Chief Poised to Take Over
* Delaware Adopts Local Rule to Help Bankruptcy Judges

* Blackstone Group Secures Stake in San Francisco-Area Office
* DelShah Capital Resolves Two Property Bankruptcies

* Allen Jeffcoat Joins Turner Padget as Partnet in Myrtle
* Chief of Delaware Attorney's Office Rejoins Chadbourne
* Jones Day Adds Matthew French as Restructuring Partner
* Keating's K. Erwin and R. Sanker Among Chamers' Top Lawyers
* Mark Dyer Joins Allegiance's N.Y. Office as Managing Director

* BOND PRICING -- For Week From Feb. 27 to March 2, 2012



                            *********

135 FL LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 135 FL LLC
        15821 Ventura Boulevard
        Suite 460
        Encino, CA 91436

Bankruptcy Case No.: 12-11855

Chapter 11 Petition Date: February 27, 2012

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

Judge: Alan M. Ahart

Debtor's Counsel: Glenn Ward Calsada, Esq.
                  LAW OFFICES OF GLENN W CALSADA
                  9924 Reseda Blvd.
                  Northridge, CA 91324
                  Tel: (818) 477-0314
                  Fax: (818) 473-4277
                  E-mail: glenn@calsadalaw.com

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

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

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

The petition was signed by Jamshid Goltche (aka Jim Goltche),
president.


69 WEST: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 69 West Street, LLC
        48 William Street
        Worcester, MA 01609

Bankruptcy Case No.: 12-40699

Chapter 11 Petition Date: February 28, 2012

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

Judge: Melvin S. Hoffman

Debtor's Counsel: James P. Ehrhard, Esq.
                  EHRHARD & ASSOCIATES, P.C.
                  418 Main Street, 4th Floor
                  Worcester, MA 01608
                  Tel: (508) 791-8411
                  E-mail: ehrhard@ehrhardlaw.com

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

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

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

The petition was signed by Felicio F. Lana, manager.


829 REALTY: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: 829 Realty, LLC
                829 Greenwood Avenue
                Brooklyn, NY 11218

Bankruptcy Case No.: 12-41415

Involuntary Chapter 11 Petition Date: February 28, 2012

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

Judge: Jerome Feller

Debtor's Counsel: Pro Se

Petitioners' Counsel: Gary F. Herbst, Esq.
                      LAMONICA HERBST AND MANISCALCO
                      3305 Jerusalem Avenue
                      Wantagh, NY 11793
                      Tel: (516) 826-6500
                      Fax: (516) 826-0222
                      E-mail: gh@lhmlawfirm.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Arsh General Construction          --                      $12,860
95-18 117th Street
Richmond Hill, NY 11419

Low Voltage Solutions              --                       $6,565
45 East 13th Street
Lakewood, NJ 08701

Empire State Supply                --                       $4,333
639 McDonald Avenue
Brooklyn, NY 11218

Full Line Hardware                 --                       $4,149
4018 18th Avenue
Brooklyn, NY 11218


AES EASTERN: Fights Creditor Objection Over Sale of Power Plants
----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that AES Eastern Energy
LP fought back in Delaware bankruptcy court Wednesday against what
it called reckless objections by unsecured creditors to a proposed
sale of its two operating power plants in upstate New York for
more than $240 million.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the Official Committee of Unsecured Creditors filed an
objection on Feb. 27 approval of a settlement and procedures for
selling the two operational plants in exchange for secured debt.
The committee argued that the price to be paid for assets not
subject to lien isn't "remotely sufficient."  Secured creditors
are trying to pay for unencumbered assets by using debt secured by
other assets, the committee contends.  The committee is concerned
that the secured creditors may back out of the purchase, leaving
the bankrupt AES companies unable to pay expenses incurred during
bankruptcy. The committee opposes paying $2.5 million to lawyers
for the buyers even if the sale is never completed.

Mr. Rochelle earlier reported that Wilmington Trust Co., in its
role as a so-called owner trustee for the facilities, filed an
objection, saying AES Eastern Energy can't sell the two operating
plants because the company isn't the owner.  The six plants were
acquired as part of a $950 million sale and lease-back transaction
in 1998 from New York State Electric & Gas Corp. The transactions
were structured in part to maximize tax considerations. As a
result, Wilmington trust became trustee for a trust where some of
the purchase price was supplied by investors known as owner
participants.  Wilmington Trust contends it owns the plants in its
role as trustee for the owner participants.  AES Eastern's only
interest in the plants is through the leases by which it occupies
and operates the facilities.

As reported in the TCR on Jan. 3, 2012, the Debtor reached before
the Chapter 11 filing an agreement to sell its operating power
plants -- the Somerset and Cayuga plants, located in Barker, New
York and Lansing, New York -- to an entity sponsored by holders of
pass-through trust certificates issued in connection with a
leveraged lease transaction that financed the acquisition of the
plants.  Absent higher and better offers, the Certificate Holders
will purchase the assets for a partial credit bid equal to $300
million plus $5 million cash and the assumption of liabilities.
The Debtor proposes an auction on March 12 and a sale hearing on
March 15.

                       About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six Power Plants and sell the electricity
generated by those Power Plants, as well as unforced capacity and
ancillary services, into the New York wholesale power market to
utilities and other intermediaries under short-term agreements or
directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A., are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants serves
as claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.


ALTRA HOLDINGS: Moody's Raises Corporate Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating
(CFR) of Altra Holdings, Inc.'s to Ba3 from B1 and the rating on
its $198 million senior secured notes due December 2016 to Ba3
from B1. The rating outlook remains stable.

These ratings were upgraded:

Corporate family rating to Ba3 from B1;

Probability of default rating to Ba3 from B1; and

$198 million senior secured notes due December 2016 to Ba3 (LGD3,
42% from 43%) from B1 (LGD3, 43%).

The speculative grade liquidity rating remains at SGL2.

RATINGS RATIONALE

The upgrade of Altra's CFR to Ba3 reflects its commitment to
maintaining a solid balance sheet and good liquidity profile, its
strong operating performance during the recent economic recovery
and progress with the integration of Bauer. While Moody's expects
deceleration in earnings growth driven by Altra's European
markets, credit metrics should modestly improve with continued
strength in late cycle industries and emerging markets and the
full-year impact of the Bauer acquisition on earnings.

The Ba3 rating incorporates Altra's solid brand recognition,
customer, end market and geographic diversification, and
demonstrated ability to generate free cash flow throughout the
industrial cycle. The rating also incorporates the company's
moderately high leverage at 3.3x, its exclusive focus on the
mechanical power transmission market, the cyclical nature of its
markets, competition from large, well-capitalized players in a
highly fragmented industry, and strategic commitment to
acquisitions.

The SGL-2 rating reflects Moody's expectation that Altra will
maintain good liquidity over the next twelve months. Altra had a
cash balance of $93 million, close to full availability and no
borrowings under the upsized $65 million revolver as of December
31, 2011. Moody's expects the company to generate free cash flow
and increase its cash balances moderately in 2012, which could
potentially be used to support Altra's acquisition strategy along
with existing revolving availability.

The stable outlook reflects Moody's expectation that near term
earnings will grow in the low- to mid-single digit range and that
debt reduction will likely be limited due to the company's
strategic focus on investment and acquisitions that could absorb
free cash flow.

Positive ratings momentum is not expected in the near term, but
could occur if the company demonstrates a commitment to
maintaining debt-to-EBITDA below 3.0x through the cycle.
Conversely, ratings pressure could surface if Altra adopts more
aggressive financial policies that push leverage over 4.0x,
including a sizeable debt-financed acquisition or share repurchase
program, or experiences a significant deterioration in liquidity.

The principal methodology used in rating Altra was the Global
Manufacturing 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.

Altra is a global designer, producer and marketer of a wide range
of mechanical power transmission and motion control products
serving customers in a diverse group of industries, including
energy, general industrial, material handling, mining,
transportation, and turf and garden. Altra's product portfolio
includes industrial clutches and brakes, enclosed gear drives,
open gearing, belted drives, couplings, engineered bearing
assemblies, linear components, electronic drives and other related
products. Revenues for the last twelve months ending 12/31/2011
were approximately $675 million.


AMALGAMATED TRANSIT: Union Files for Chapter 11
-----------------------------------------------
Amalgamated Transit Union Local 1593 filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Fla. Case No. 12-02617) on Feb. 27, 2012,
disclosing assets of $21,200 and debt totaling $225,700.
The list of creditors is available for free at:

           http://bankrupt.com/misc/flmb12-02617.pdf

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Amalgamated Transit Union Local 1593 in Tampa,
Florida, filed for Chapter 11 protection to halt collection of a
$176,000 judgment in favor of a former union member.  The local is
the bargaining agent for workers at the Hillsborough Area Regional
Transit Authority.

After the judgment was entered last year, the local was placed in
a trusteeship.  The trustee learned that the local failed to file
proper tax returns, leading the Internal Revenue Service to impose
penalties, according to a court paper.  The union is using the
Chapter 11 case in Tampa to dissolve attachments of a bank account
and dues collected by the transit authority.

The local's revenue for fiscal 2011 was $171,000.  The petition
says assets are $21,200, while debt totals $225,700.


AMBASSADORS INT'L: Windstar Cruises Ex-Owner Converted to Ch. 7
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that what remains of the former owner of Windstar Cruises
will be liquidated by a trustee in Chapter 7.  The bankruptcy
judge in Delaware granted a motion by the U.S. Trustee at a
Feb. 29 hearing and is converting the case from reorganization to
liquidation in Chapter 7.

The report relates that in January, the judge rejected opposition
from the creditors' committee and approved a settlement with
secured creditor Whippoorwill Associates Inc.  The settlement had
Whippoorwill providing $500,000 toward payment of professional
fees, in return for receiving a release from a lawsuit crafted by
the committee.  The settlement contemplated converting the case to
Chapter 7.

                 About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operated
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
The Debtors tapped Bifferato Gentilotti LLC as Delaware counsel,
and Richards, Layton & Finger as bankruptcy co-counsel.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel, and Lowenstein Sandler PC as its
co-counsel.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.

Under a court-approved sale, Windstar's three luxury sailing
yachts were sold to Anschutz Corp. for $35 million in cash.


AMERICAN AIRLINES: Proposes Deloitte as Executive-Pay Advisors
--------------------------------------------------------------
AMR Corp. and its affiliates seek the Bankruptcy Court's
permission to employ Deloitte Consulting LLP as their consultants,
nunc pro tunc to the Petition Date.

As the Debtors' consultant, Deloitte Consulting will assist AMR
Corp. as an advisor on executive compensation issues.  Deloitte
will provide also organizational change management services to
American Airlines' cargo division; and will update a prior brand
refresh deliverable.

Deloitte Consulting will be paid for its services on an hourly
basis and will get reimbursed for expenses.  The firm's hourly
rates are $695 for partner, principal, or director; $525 for
senior manager, $475 for manager, $375 for senior consultant, $315
for consultant, and $250 for analyst.

For the OCM Services, Deloitte Consulting's hourly rates are $500
for Quality Assurance and Risk; $450 for Deloitte OCM Lead Project
and Deliverable Manager, Strategic Oversight; $325 for Booking and
Revenue Management Lead; $305 for Location Tracking Lead; and $100
for Offsite Support.

The Marketing and Brand Strategy Services are estimated to be
approximately $97,000 at the applicable hourly rates of $598 for
partner/principal, $511 for senior manager, $469 for manager, $469
for manager, and $392 for senior consultant.

Marc Hanna, a principal of Deloitte Consulting LLP, discloses that
his firm has approximately $528,000 in unpaid fees for services
rendered and related expenses incurred prepetition.  Deloitte
Consulting has agreed to waive this amount upon entry of an order
approving the Debtors' Application.  Deloitte Consulting was paid
a prepetition retainer of $150,000, of which approximately
$134,570 remained as of the Petition Date.  Deloitte Consulting
was also paid $359,352 in the 90 days before the Petition Date.

Mr. Hannah also disclosed that Deloitte Consulting has certain
relationships with parties in matters unrelated to the Debtors'
Chapter 11 cases.  A schedule of those clients is available for
free at:

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

Despite those disclosures, Mr. Hannah assures the Court that
Deloitte Consulting is a "disinterested person" as the term is
defined under Section 101(14) of the Bankruptcy Code.

                      About American Airlines

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

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

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

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

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

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

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the
Official Committee of Unsecured Creditors in AMR's chapter 11
proceedings.  Togut, Segal & Segal LLP is the co-counsel for
conflicts and other matters; Moelis & Company LLC is the
investment banker, and Mesirow Financial Consulting, LLC, is the
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: Taps BCG to Redesign Management Structure
------------------------------------------------------------
AMR Corp. and its affiliates seek the Bankruptcy Court's
permission to employ The Boston Consulting Group, Inc., as their
strategic consultants, nunc pro tunc to January 9, 2012.

As the Debtors' strategic consultant, BCG has agreed to facilitate
a dedicated project to help the Debtors redesign and realign their
current management structure.  The "Cascade Project" will enable
the Debtors to, among other things, (i) ensure that the right
management teams are working on the right tasks; (ii) design a
management structure that fosters accountability and high
performance, adaptability, and fast, effective decision making;
and (iii) create an efficient cost structure.  The Cascade Project
is a collaborative effort, with BCG team leaders working with Tom
Horton, the Debtors' Chairman, Chief Executive Officer and
President, and management to create an effective organizational
structure.

The Debtors propose to pay BCG for services rendered in connection
with the Cascade Project: a flat fee of $254,500 per week for the
first six weeks and a flat fee of $392,500 per week for the final
26 weeks, with the total cost not to exceed $11,732,000.  BCG's
rates include any costs for reasonable expenses that it may incur.

Ken Keverian, a senior partner and managing director at BCG,
disclosed that during the 90-day period before the Petition Date,
his firm received one payment from the Debtors for $1,160,000 for
work done in July 2011.  BCG agreed to waive its prepetition claim
of $6,503,200 for work under the several projects with the Debtors
upon entry of an order approving the Debtors' Application.

Mr. Keverian further discloses that the personnel related to these
connections will not be working on the proposed engagement: (a) a
BCG employee's husband served as a law clerk to Judge Allan L.
Gropper and (b) a BCG employee serves on a board of school with
Judge Gropper.  Nonetheless, he assures the Court that BCG 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 serve as counsel to the
Official Committee of Unsecured Creditors in AMR's chapter 11
proceedings.  Togut, Segal & Segal LLP is the co-counsel for
conflicts and other matters; Moelis & Company LLC is the
investment banker, and Mesirow Financial Consulting, LLC, is the
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 AvAirPros as Airport Real Estate Advisors
----------------------------------------------------------------
AMR Corp. and its affiliates seek permission from the Bankruptcy
Court to employ AvAirPros as their consultants, nunc pro tunc to
Jan. 23, 2012.

As part of their overall restructuring efforts, the Debtors are
evaluating and assessing their current airport real estate
holdings and seek AvAirPros' recognized experience and knowledge
in performing airline and real estate consulting and advisory
services.  AvAirPros currently functions in an interface/liaison
capacity or provides assistance to, among others, American
Airlines Inc., Alaska Airlines, Delta Air Lines, Southwest
Airlines, and United Airlines as it relates to addressing
financial, lease, business, technical, and operational issues that
arise as part of both the business relationship between the
Airlines and various airports, as well as the implementation of
airport capital improvement programs at various airports
throughout the United States.

As the Debtors' consultant, AvAirPros will provide facility
inventory and implementation planning services, facility standard
benchmarking services, business negotiation and financial analysis
in support of American's facility adjustment, and American's
corporate real estate leadership various reports and analyses, to
the Debtors.  The engagement will terminate six months after the
effective date of the firm's retention.

AvAirPros will be paid for its services on an hourly basis and
will get reimbursed for expenses.  The firm's hourly rates are
$231 for officer, $215 for senior managing director, $205 for
managing director, $193 for senior director, $179 for director,
$158 for senior manager, $143 for manager, $130 for consultant,
and $63 for administrative.  AvAirPros' total billings for its
work will not exceed $765,023.

Kevin Corrigan, vice president of AvAirPros, assures the Court
that his firm is a "disinterested person" as the term is defined
under Section 101(14) of the Bankruptcy Code.

                      About American Airlines

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

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

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

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

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

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

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the
Official Committee of Unsecured Creditors in AMR's chapter 11
proceedings.  Togut, Segal & Segal LLP is the co-counsel for
conflicts and other matters; Moelis & Company LLC is the
investment banker, and Mesirow Financial Consulting, LLC, is the
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: Committee Asks Nod for Mesirow as Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors in AMR Corp.'s cases
seeks the Bankruptcy Court's authority to retain Mesirow Financial
Consulting LLC as its financial advisors, nunc pro tunc to Dec. 6,
2011.

MFC will:

  (a) assist in the review of reports or filings as required by
      the Bankruptcy Court or the Office of the United States
      Trustee, including, but not limited to, schedules of
      assets and liabilities, statements of financial affairs
      and monthly operating reports;

  (b) review the Debtors' financial information, including, but
      not limited to, analysis of cash receipts and
      disbursements, financial statement items and proposed
      transactions for which Bankruptcy Court approval is
      sought;

  (c) review and analyze the Debtors' 13-week cash flow
      forecast, monitor of actual versus projected cash
      position, and assessment of variances;

  (d) evaluate potential employee retention and severance plans;

  (e) analyze the Debtors' aircraft fleet and fleet plan,
      including aircraft in relation to proposed negotiations of
      aircraft financing arrangements and Section 1110
      elections;

  (f) assist with identifying and implementing potential cost
      containment opportunities;

  (g) assist with identifying and implementing asset
      redeployment opportunities;

  (h) analyze the assumption and rejection issues regarding
      executory contracts and leases;

  (i) review and analyze the Debtors' proposed business plan and
      the business and financial condition of the Debtors
      generally, including but not limited to:

         (i) review, analyze and assess the Debtors' global
             network in terms of operational viability and
             optimal utilization of assets and alliances;

        (ii) analyze and evaluate the Debtors' regional carrier
             financial and operational results and contractual
             arrangements with American Eagle and Chautauqua;

       (iii) review and analyze the Debtors' financial
             projections and assumptions;

        (iv) analyze the Debtors' network profitability and the
             efficiency of major domestic, international,
             primary and secondary hubs and alignment between
             proposed fleet plan and proposed network;

         (v) analyze labor and labor-related costs relative to
             activities pursuant to Sections 1113 and 1114 of
             the Bankruptcy Code, including analysis of pension
             related replacement and/or termination issues;

        (vi) analyze the impact of fuel cost and efficiency
             programs, including hedging activities;

       (vii) analyze aircraft related operating results and cost
             savings initiatives related to aircraft utilization
             and maintenance costs; and

      (viii) assist in market and competitive analysis;

  (j) assist in preparing documents necessary for confirmation;

  (k) advise and assist on the tax consequences of proposed
      plans of reorganization;

  (l) assist with the claims resolution procedures, including,
      but not limited to, analyses of creditors' claims by type
      and entity;

  (m) provide litigation consulting services and expert witness
      testimony regarding confirmation issues, avoidance actions
      or other matters; and

  (n) provide other functions as requested by the Committee or
      its counsel to assist the Committee in these Chapter 11
      cases.

MFC will be paid according to its standard hourly rates:

  Director, Managing Director,
     and Senior Managing Director              $855-$895
  Senior Vice-President                        $695-$755
  Vice President                               $595-$655
  Senior Associate                             $495-$555
  Associate                                    $315-$425
  Paraprofessional                             $160-$250

MFC will also be reimbursed for any necessary expenses incurred.
The Committee says it has asked that the Debtors and their estates
agree to indemnify MFC.

Larry Lattig, a senior managing director at Mesirow Financial
Consulting LLC, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Committee, the Debtors, and their estates.

                      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 serve as counsel to the
Official Committee of Unsecured Creditors in AMR's chapter 11
proceedings.  Togut, Segal & Segal LLP is the co-counsel for
conflicts and other matters; Moelis & Company LLC is the
investment banker, and Mesirow Financial Consulting, LLC, is the
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 WEST: Files for Chapter 11 With Lock-Up Agreement
----------------------------------------------------------
American West Development Inc., a locally owned company that has
been building residential communities in southern Nevada since
1984, filed for Chapter 11 protection (Bankr. D. Nev. Case No.
12-12349) saying it had reached a reorganization agreement with a
group of seven banks led by California Bank & Trust.

The Company, founded in 1984, has $56 million in assets and
$187.9 million in liabilities as of Jan. 31, 2012.

American West attributed its financial woes to the economy.  It
said that the homebuilding industry in the United States has, for
quite some time, been experiencing a significant and sustained
decrease in demand for new homes and an oversupply of new and
existing homes available for sale.

"The economic downturn of the past four years has hit the
homebuilding industry hard, particularly in southern Nevada," said
Robert Evans, president of American West Development. "With
unanimous support from all of our lenders, this reorganization
will allow us to move forward with existing and new projects,
protect our current employees and subcontractors, and provide for
our homeowners."

American West said it would continue to pay vendors,
subcontractors and suppliers in full and provide homeowner
warranty.

                     The Chapter 11 Case

A hearing has been set for April 10, 2012 at 9:30 a.m. on the
first day motions.  The motions filed include requests to (i)
obtain credit under 11 U.S.C. Sec. 364, (ii) use cash collateral
(iii) reject pricing commitments effective as of the Petition
Date, (iv) appoint a future claims representative, and (v) assume
a lock-up agreement with banks.

The Debtor projects that it will need to use more than $10,800,000
of cash collateral (exclusive of its existing cash as of the
Petition Date and any postpetition financing borrowings) during
the first 13 weeks following the Petition Date in order to meet
its operating expenses and make interest-only adequate protection
payments to the Lenders.

The Debtor seeks authorization to obtain DIP financing from AWHV
Ventures Inc., on a non-priming secured and superpriority basis.
AWHV is a non-debtor party that provides the internal treasury
function for the Debtor.  AWHV is already owed $10.4 million on a
prepetition revolving line of credit.

The Debtor said it solicited proposals for $10 million in DIP
financing and determined that AWHV's offer had the most favorable
and competitive terms.  AWHV has agreed to convert the full
balance of the DIP Financing to equity in the reorganized
Debtor pursuant to Debtor's plan.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for April 12, 2012 at 1 p.m.

Fox Rothschild LLP serves as counsel to the Debtor in the Chapter
11 case.  Province Advisors is the financial advisor.  Garden City
Group is the claims and notice agent.  Nathan A. Schultz, P.C., is
the conflicts counsel.

                   Restructuring Agreement

American West has reached a reorganization agreement with a
consortium of seven banks led by California Bank and Trust.

"American West Development is committed to long-term growth in
southern Nevada. We have confidence in this market, and this plan
will strengthen the company's finances and provide the foundation
for continuing our commitment to building quality homes and
beautiful neighborhoods," said Evans.

The Bank Group's members are the only secured creditors and the
holders of the largest claims against the Debtor.  The banks are
owed $177,506,450 for a term loan that matured October 2009, and
later restated to extend the maturity to October 2012.

Collateral granted to the lenders include the Debtor's right to
receive deferred payments due from certain affiliates of Debtor,
representing amounts due for lot development, unit construction
and other services for which the Debtor has acted as general
contractor for certain affiliated home-selling entities.  As of
Nov. 30, 2011, the book value of the Receivable was $78,177,097.

The Lock-Up Agreement sets forth the terms and conditions of the
commitments that Debtor and the Bank Group have made regarding the
Plan, the Plan confirmation process, and certain other aspects of
the Chapter 11 Case.

The salient terms of the Agreement are:

   a. The members of the Bank Group will have allowed secured
claims in the Chapter 11 case in an aggregate amount of not more
than $49,635,000, which is equal to the net present value of the
Receivable;

   b. Consistent with the Plan, upon the effective date of the
Plan and in full satisfaction of the Bank Group members' allowed
secured claims against Debtor, each member of the Bank Group will
be issued a promissory note secured by the Receivable.  Each
member of the Bank Group will receive a New Secured Note in a
principal amount equal to the product of (x) the Claim Value, and
(y) its Pro Rata Interest.  The New Secured Notes will have a
maximum aggregate principal amount equal to the Claim Value;

   c. Each member of the Bank Group will have an allowed unsecured
claim in the Chapter 11 case, in the aggregate, in the deficiency
amount of $127,871,450;

   d. Upon the effective date of the Plan, and without further
action on the part of the Bank Group or otherwise: (i) the members
of the Bank Group will be deemed to waive and will waive their
respective rights against Debtor to receive any distribution on
account of their unsecured claims in the Chapter 11 case; (ii) the
Term Loan Obligations will be deemed fully discharged and
satisfied solely as to Debtor, and the Term Loan shall immediately
terminate solely with respect to Debtor; and (iii) AWDI will be
deemed to be the sole owner of the Receivable, free and clear of
the Bank Group's interests under the Term Loan (but subject to the
Bank Group's interests under the New Secured Notes); and

   e. all liens and security interests in property of Debtor's
estate securing the Term Loan Obligations will automatically be
deemed to be replaced by the New Secured Notes and the documents
and instruments in connection therewith without further action
(but without effect on the Bank Group's liens on the Receivable to
secure the New Secured Notes);

   f. At the reasonable request of AWDI (and at the sole cost and
expense of AWDI) after the effective date of the Plan, the
Administrative Agent on behalf of the Bank Group will amend any
UCC financing statement filings (to the extent naming Debtor as
"debtor") to conform to the collateral description provided in the
documents and instruments in connection with the New Secured
Notes;

   g. Monthly on or before the first day of each month and
continuing during the pendency of the Chapter 11 case, the Debtor
will make adequate protection payments to the Administrative Agent
for the benefit of the members of the Bank Group in an amount
equal to the highest non-default rate of interest applicable from
time to time to amounts outstanding under the Term Loan,
multiplied by $49,635,000; and

   h. The members of the Bank Group will waive any respective
right to seek from Debtor or the reorganized Debtor interest
accruing under the Term Loan prior to the Plan effective date in
excess of the non-default rate.

The Lock-Up Agreement may be terminated by the Bank Group if the
Chapter 11 plan effective date has not occurred within 15 months
of the Petition Date.

The Bank Group may be reached at:

         California Bank & Trust
         c/o CB&T Real Estate Finance
         6001 N. 24th St.
         Phoenix, Arizona 85016
         Attn: Bruce Weyers
         E-mail: Bruce.Weyers@nbarizona.com

Counsel for the Bank Group is:

         Dave Sprentall, Esq.
         SNELL & WILMER, L.L.P.
         One Arizona Center
         400 East Van Buren
         Phoenix, Arizona 85004-2202
         E-mail: Dsprentall@swlaw.com

                     About American West

Recognized as one of the top 100 homebuilders in the country for
each of the last 25 years, American West Development --
http://www.awdevelopmentreorg.com/-- currently has eight single-
family communities under construction in the Las Vegas Valley.
This year the company is adding the new communities of Carmel
Hills, Brookside, Brentwood, Bridgewater, Highland Collection and
Stonebridge.  The Debtor has 71 full-time employees.


AMERICAN WEST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: American West Development, Inc.
          fdba Castlebay 1, Inc.
               Heritage 1, Inc.
               Silverado Springs 1, Inc.
               Silverado Springs 2, Inc.
               Kingsbridge 1, Inc.
               Inverness 5, Inc.
               Promontory Estates, LLC
               Fairmont 1, Inc.
               Windsor 1, Inc.
               Glen Eagles 3, Inc.
               Tradition, Inc.
               Promontory Point 4, Inc.
               Kensington 1, Inc.
               Development Management, Inc.
        250 Pilot Road, Suite 140
        Las Vegas, NV 89119

Bankruptcy Case No.: 12-12349

Chapter 11 Petition Date: March 1, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Brett A. Axelrod, Esq.
                  FOX ROTHSCHILD LLP
                  3800 Howard Hughes Parkway, Suite 500
                  Las Vegas, NV 89169
                  Tel: (702) 262-6899
                  Fax: (702) 597-5503
                  E-mail: baxelrod@foxrothschild.com

                         - and ?

                  Micaela Rustia Moore, Esq.
                  FOX ROTHSCHILD LLP
                  3800 Howard Hughes Parkway, Suite 500
                  Las Vegas, NV 89169
                  Tel: (702) 262-6899
                  Fax: (702) 597-5503
                  E-mail: pkois@foxrothschild.com

Debtor's
Conflicts
Counsel:          NATHAN A. SCHULTZ, P.C.

Debtor's
Claims and
Notice Agent:     GARDEN CITY GROUP

Total Assets: $56 million as of Jan. 31, 2012

Total Liabilities: $187.9 million as of Jan. 31, 2012.

The petition was signed by Robert M. Evans, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
JPMORGAN CHASE BANK, N.A.          Term Loan           $24,934,933
201 N. Central Avenue, 20th Floor  Credit Agreement
Dept AZI-1322
Phoenix, AZ 85004

California Bank & Trust            Term Loan           $24,934,933
c/o CB&T Real Estate Finance       Credit Agreement
2929 North Central Avenue, Suite 1200
Phoenix, AZ 85012

Bank Of America, N.A.              Term Loan           $17,617,844
5 Park Plaza, Suite 500            Credit Agreement
Irvine, CA 92614

Wells Fargo National Association   Term Loan           $17,049,527
8601 N. Scottsdale Road, Suite 200 Credit Agreement
Scottsdale, AZ 85253

Wells Fargo Bank,                  Term Loan           $14,918,336
National Association,              Credit Agreement
Successor In Interest To
Wachovia Bank, National Association
8601 N. Scottsdale Road, Suite 200
Scottsdale, AZ 85253

Insurance Company Of The West      Term Loan           $12,518,560
Surety, Home Office, San Diego     Credit Agreement
11455 El Camino Real
San Diego, CA 92130

U.S. Bank National Association     Term Loan           $11,366,351
2300 W. Sahara Avenue, Suite 200   Credit Agreement
Las Vegas, NV 89102

Key Bank National Association      Term Loan            $9,945,557
1200 Abernathy Road NE, Suite 1550 Credit Agreement
Atlanta, GA 30328

Comerica Bank                      Term Loan            $7,103,970
500 Woodward, MC 3256              Credit Agreement
Detroit, MI 48226

The Insco Dico Group               Surety Bond          $7,545,390
Home Office
17780 Fitch, Suite 200
Irvine, CA 92614

AT&T Mobility                      Utility Provider        Unknown

Clark County Water                 Utility Provider        Unknown

Las Vegas Valley Water District    Utility Provider        Unknown

NV Energy                          Utility Provider        Unknown

Southwest Gas Corporation          Utility Provider        Unknown

Sprint                             Utility Provider        Unknown

Telepacific Communication          Utility Provider        Unknown

T-Mobile                           Utility Provider        Unknown

Valley Electric Assn.              Utility Provider        Unknown

Verizon Wireless                   Utility Provider        Unknown


AMERIGROUP CORP: Moody's Issues Summary Credit Opinion
------------------------------------------------------
Moody's Investors Service released a summary credit opinion on
AMERIGROUP Corporation and includes certain regulatory disclosures
regarding its ratings.  The release does not constitute any change
in Moody's ratings or rating rationale for AMERIGROUP Corporation
and its affiliates.

Moody's current ratings on AMERIGROUP Corporation and its
affiliates are:

Long Term Corporate Family (domestic currency) ratings of Ba3

Senior Unsecured (domestic currency) ratings of Ba3

Senior Unsecured Shelf (domestic currency) ratings of (P)Ba3

Subordinate Shelf (domestic currency) ratings of (P)B1

Preferred Shelf (domestic currency) ratings of (P)B2

Preferred shelf -- PS2 (domestic currency) ratings of (P)B2

AMERIGROUP Florida, Inc.

Insurance Financial Strength domestic currency ratings of Baa3

AMERIGROUP Maryland, Inc.

Insurance Financial Strength domestic currency ratings of Baa3

AMERIGROUP Texas, Inc.

Insurance Financial Strength domestic currency ratings of Baa3

AMERIGROUP New Jersey, Inc.

Insurance Financial Strength domestic currency ratings of Baa3

RATING RATIONALE

Moody's Ba3 senior debt rating for AMERIGROUP Corporation
(AMERIGROUP) and the Baa3 insurance financial strength (IFS)
rating of AMERIGROUP's operating subsidiaries is based on the
company's concentration in the Medicaid market offset by its good
consolidated risk based capital level, relatively stable financial
profile and moderate financial leverage.

AMERIGROUP is a multi-state managed healthcare company focused on
serving people who receive their healthcare benefits through
publically sponsored programs, specifically Medicaid and Medicare.
The company is one of the largest Medicaid healthcare companies
with a leading Medicaid market share position in most of the 11
states in which it currently has a contract (Florida, Georgia,
Maryland, New Jersey, New Mexico, New York, Ohio, Nevada,
Tennessee, Texas and Virginia). The ratings reflect the unique
risks associated with the managed care Medicaid segment. First,
each of the state contracts is renewed on a periodic basis. The
loss of one of the larger contracts would have a considerable
impact on the revenues and earnings of AMERIGROUP. Second, the
Medicaid business is very reliant on reputation and an operating
problem in one state could jeopardize the Medicaid contract in
other states. Lastly, Moody's has concerns with respect to the
future level of reimbursements as states fall under budgetary and
political pressures; however, the recently passed healthcare
reform legislation will provide increased federal funding for
Medicaid in the future.

AMERIGROUP also offers Medicare Advantage products in seven states
(Florida, Maryland, New Jersey, New Mexico, New York, Tennessee,
and Texas) although its membership is relatively small
(approximately 23,000 members). The major concern with Medicare
Advantage (MA) business is the change in government reimbursement
levels under the healthcare reform bill. It is not clear how
current MA members will respond to the resulting benefit and
premium changes that will likely result from the reduced
reimbursement levels over the next several years.

Offsetting these risks are AMERIGROUP's experience and reputation
in the marketplace, and strong centralized management oversight of
the financial and operational functions of the company. While
AMERIGROUP has been successful in growing membership organically,
acquisitions and expansions into new states have been a
significant factor in the company's growth, and Moody's expects
that the company will continue to be active in acquisitions and
Medicaid expansions as opportunities arise in the future. While
acquisitions and expansions are considered to raise the level of
operational risk in connection with diverting management's focus
and integration issues, AMERIGROUP has a proven track record of
success in this area.

AMERIGROUP (NYSE: AGP) is a multi-state managed healthcare company
incorporated in Delaware and headquartered in Virginia Beach,
Virginia. The company is focused on serving people who receive
healthcare benefits through publicly-sponsored programs, including
Medicaid, State Children's Health Insurance Program (SCHIP),
FamilyCare and Special Needs Plans (SNP), and Medicare Advantage.
Through its subsidiaries, AMERIGROUP operates in Florida, Georgia,
Maryland, New Jersey, New Mexico, New York, Ohio, Nevada,
Tennessee, Texas and Virginia.

Rating Outlook

The outlook on AMERIGROUP's ratings is stable.

What to Watch For

- The level of Medicaid rate increases provided to AMERIGROUP by
the states

- Additional Healthcare Reform regulations impacting Medicaid

- A movement by more states to transfer their Medicaid populations
to managed care programs.

What Could Change the Rating - Up

The following could cause a rating upgrade:

- A sustained increase in consolidated NAIC RBC ratio above 200%
of company action level,

- A decrease in adjusted financial leverage to 25% or below

- Continued expansion into new geographies or introduction of new
products in existing states,

- Maintaining EBITDA margin in the 6% range.

What Could Change the Rating - Down

The following could cause a rating downgrade

- A loss or impairment of one or more of AMERIGROUP's major
Medicaid contracts,

- Consolidated NAIC RBC ratio below 150% CAL,

- A decrease in EBITDA margins below 3%.

The principal methodology used in these ratings was Moody's Rating
Methodology for U.S. Health Insurance Companies published in May
2011.


APPLESEED'S INTERMEDIATE: Trustee Suit Over $310MM Payout Survives
------------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that a federal judge
on Thursday refused to toss a suit by a trustee for Orchard Brands
Corp. subsidiaries looking to claw back a $310 million
acquisition-related dividend from Golden Gate Capital Corp. funds
that allegedly caused the companies' insolvency, calling a primary
dismissal argument illogical.

                   About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10160) on
Jan. 19, 2011.  Appleseed's Intermediate estimated assets at
$100 million to $500 million and debts at $500 million to $1
billion in its Chapter 11 petition.

Richard M. Cieri, Esq., Joshua A. Sussberg, Esq., at Brian E.
Schartz, at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy
counsel.  Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, serves as local counsel to the Debtors.  Moelis &
Company LLC is the Debtors' investment banker and financial
advisor.  Alvarez & Marshal North America, LLC, is the Debtors'
restructuring advisor.  Pricewaterhousecoopers LLP is the Debtors'
independent auditor.  Kurtzman Carson Consultants LLC is the
notice, claims and balloting agent.

Jay R. Indyke, Esq., Cathy Hershcopf, Esq., Brent Weisenberg,
Esq., and Richelle Kalnit, Esq., at Cooley LLP, in New York, and
Robert K. Malone, Esq., Michael P Pompeo, Esq., and Howard A
Cohen, Esq., at Drinker Biddle & Reath LLP, in Wilmington,
Delaware, represent the Official Committee of Unsecured Creditors.

The Orchard Brands subsidiaries implemented their reorganization
plan after obtaining confirmation of the plan on April 14.  While
reducing debt by $420 million, the plan created the creditors'
trust that filed the suit.  The plan was part of a prepackaged
reorganization.


ARCADIA RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Arcadia Restaurant Ventures LLC
        30011 Ivy Glenn Drive, Suite 150
        Laguna Niguel, CA 92677

Bankruptcy Case No.: 12-12507

Chapter 11 Petition Date: February 28, 2012

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

Judge: Theodor Albert

Debtor's Counsel: Todd C. Ringstad, Esq.
                  RINGSTAD & SANDERS LLP
                  2030 Main St. #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450
                  E-mail: becky@ringstadlaw.com

Scheduled Assets: $314,148

Scheduled Liabilities: $3,244,366

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-12507.pdf

The petition was signed by Dara Dejbakhsh, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Desert Restaurant Ventures, LLC        12-12502   02/28/12


ATLANTIC & PACIFIC: S&P Assigns Prelim. 'B-' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B-'
corporate credit rating to the Montvale, N.J.-based The Great
Atlantic & Pacific Tea Co. Inc. "At the same time, we assigned a
preliminary 'B+' issue level rating, two notches above the
preliminary corporate credit rating, and a preliminary '1'
recovery rating to the company's proposed $270 million senior
secured term loan. The preliminary '1' recovery rating
incorporates our expectation of very high (90% to 100%)
recovery of principal in the event of a postemergence default by
the company. The outlook is negative," S&P said.

"The preliminary ratings are subject to A&P's timely emergence
from bankruptcy and the consummation of its plan of reorganization
remaining in line with our expectations," said Standard & Poor's
credit analyst Charles Pinson-Rose. He added, "Moreover, these
ratings are also subject to review of the final loan
documentation."

"The preliminary 'B-' corporate credit rating reflects our view
that the company will maintain 'adequate' liquidity in the near
term and our belief that A&P has the potential to improve
operating performance such that it will be able to sustain its
postemergence capital structure. The view also incorporates our
expectation that A&P can grow profits to fund cash interest and
capital spending with operating cash flows. We believe that A&P
lowered certain costs during its reorganization, and these efforts
will improve the company's profitability in the near term," S&P
said.

"The outlook is negative, which incorporates the chance that A&P
is unable to increase profitability as we anticipate. We may lower
the company's rating if it cannot generate sufficient cash to fund
cash interest costs (of both its first-lien term loan and second-
lien notes) and the necessary capital spending with operating cash
flows in the near term. We believe that EBITDA needs to be in the
range of $160 million to $190 million to successfully do so.
Although there are several factors that could inhibit the company
from reaching this level of profitability, we believe that if the
company's sales trends are considerably negative in 2012 or flat
or slightly negative throughout 2012 and into 2013, A&P will not
likely reach that level of EBITDA. In either of those cases, we
would likely lower our ratings. On the other hand, we would
consider a stable outlook if EBITDA improved to the aforementioned
range, and we were comfortable that the sales and operating trends
would lead to consistent performance," S&P said.


B-BAR TAVERN: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: B-Bar Tavern, Inc.
          dba Prospector Casino
        616 10th Avenue South
        Great Falls, MT 59405
        Tel: (406) 899-8129

Bankruptcy Case No.: 12-60228

Chapter 11 Petition Date: February 27, 2012

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

Judge: Ralph B. Kirscher

Debtor's Counsel: Steven M. Johnson, Esq.
                  CHURCH, HARRIS, JOHNSON & WILLIAMS, P.C.
                  P.O. Box 1645
                  Great Falls, MT 59403
                  Tel: (406) 761-3000
                  E-mail: sjohnson@chjw.com

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

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

The petition was signed by Richard Barnes, president.

The Company?s list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Dave Swingley                      Fees for Services        $1,000
Swingley Realty
174 Woodland Estates Road
Great Falls, MT 59404


BELLISIO FOODS: S&P Affirms 'B' Corporate After $200-Mil. Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Minneapolis-based Bellisio Foods Inc. "We also
assigned our 'B' issue-level ratings to Bellisio Foods' $200
million senior secured credit facilities, which consist of a $30
million revolving credit facility due 2016 and a $170 million term
loan due 2017. The recovery rating on these facilities is '3',
indicating our expectation for meaningful (50% to 70%) recovery in
the event of a payment default. As part of the transaction, the
company also issued roughly $52 million in mezzanine debt
(unrated)," S&P said.

"We are withdrawing the ratings on the company's prior senior
secured credit facilities and our preliminary 'B' corporate credit
rating on Bellisio Parent LLC, Bellisio Foods Inc.'s new parent
company," S&P said.

"The ratings reflect our view of Bellisio's narrow product
portfolio, participation in the highly competitive frozen food
category, exposure to volatile commodity costs, relatively limited
operating scale, and limited customer and geographic diversity,"
said Standard & Poor's credit analyst Bea Chiem.

"The outlook is stable. Following the transaction, we estimate
that the company had about $234.7 million of adjusted total debt
outstanding," S&P said.


BERNARD L. MADOFF: Trustee Can't Add Evidence to Mets Fight
-----------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that the judge
overseeing the $386 million clawback suit Bernard L. Madoff's
bankruptcy trustee brought against the owners of the New York Mets
ruled Wednesday that the trustee cannot add evidence to the case's
summary judgment fight.

U.S. District Judge Jed S. Rakoff wants to decide by March 5
whether trustee Irving Picard's suit against the baseball team's
owners will go to trial, and has no time to review additional
evidence, he said in a written order, according to Law360.

                      About Bernard L. Madoff

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

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

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

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

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

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

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

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


BERNARD L. MADOFF: Attorney General Opposes Picard Suit
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that California Attorney General Kamala Harris isn't
giving up when it comes to suing the estate of Stanley Chais, an
investment adviser who allegedly made $270 million in fees by
funneling customer funds into Bernard L. Madoff Investment
Securities Inc.

Mr. Rochelle recounts that in January, Madoff trustee Irving
Picard sued in bankruptcy court to stop Mr. Harris's lawsuit
pending in a state court in California.  Mr. Picard contended that
Mr. Harris is improperly seeking to recover funds stolen from
Madoff customers that only the trustee has the right to claw back.
Mr. Picard says that success by Harris would leave nothing for the
trustee to recover on behalf of thousands of other Madoff
customers who suffered from the same fraud.

Mr. Harris filed opposition papers on Feb. 29, contending that
enforcement of a state's police or regulatory powers isn't halted
by bankruptcy.  She contends that the state has "independent,
direct claims against the third-party non-debtor Chais for
violations of state securities and consumer protection laws."

Mr. Picard is also suing to stop four other lawsuits by investors
in Chais's funds, which in turn invested in the Madoff Ponzi
scheme.

The bankruptcy judge in New York will decide at an April 24
hearing whether Harris can proceed with her suit.

                      About Bernard L. Madoff

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

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

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

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

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

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

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

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


BERNARD L. MADOFF: Ruling Today on Wilpon $386-Mil. March Trial
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the hearing Feb. 23 pitting the trustee for Bernard
L. Madoff Investment Securities Inc. against Fred Wilpon and other
owners of the New York Mets baseball club came and went without a
ruling from the district judge on whether a jury trial scheduled
for March 19 can be averted.

According to the report, both sides claimed there are no disputed
facts the jury needs to decide for some or all of the claims and
defenses in the suit where the Madoff trustee is seeking to
recover $386 million from the Wilpon group. The trustee contends
he's automatically entitled to $83 million, representing the
Wilpon group's fictitious profits.  The Wilpon group counters by
arguing that Mr. Madoff's status as a broker entitles them to keep
the $83 million, even if the profits were fictitious.

The report relates that the Wilpon group filed a summary judgment
motion for dismissal of the remaining $303 million in claims where
the trustee is seeking to recover principal taken out before the
fraud surfaced.

U.S. District Judge Jed Rakoff in Manhattan said he would rule by
March 5 on the question of whether one side or the other is
entitled to win or lose automatically for lack of disputed facts.
Judge Rakoff also ruled Feb. 23 that neither side would be allowed
to use expert witnesses at the March trial.

The Wilpon suit in district court is Picard v. Katz, 11-03605,
S.D.N.Y. (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

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

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


BEVERLY HILLS: Chapter 11 Case Summary & Unsecured Creditor
-----------------------------------------------------------
Debtor: Beverly Hills Medical Management Co. Ltd
        475 S. Robertson Boulevard
        Beverly Hills, CA 90211

Bankruptcy Case No.: 12-16892

Chapter 11 Petition Date: February 27, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Marc C. Rosenberg, Esq.
                  LAW OFFICES OF MARC C ROSENBERG
                  18321 Ventura Blvd., Suite 900
                  Tarzana, CA 91356-4251
                  Tel: (818) 776-0012
                  Fax: (818) 776-0892
                  E-mail: annette@marcslaw.com

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

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

The list of 20 largest unsecured creditors only has one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Los Angeles County Tax    Property Taxes         $7,848
Collector
225 North Hill Street
Los Angeles, CA 90012

The petition was signed by Ali Asghar Maleksaeedi, president.


BICENT POWER: S&P Cuts Secured Loans' to 'CC' on Project Woes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level ratings
to 'CC' from 'CCC+' on Bicent Power LLC project financing's $480
million first-lien senior secured credit facility and to 'CC' from
'CCC' on the $130 million second-lien term loan. The outlook
on both ratings is negative. The rating action follows the
apparent conclusion of arbitration between Bicent Power subsidiary
Colorado Energy Management LLC (CEM) and Lea Power Partners (LPP)
in January 2012.

"CEM was engaged as the engineering, procurement, and construction
contractor at LPP's Hobbs plant in New Mexico in 2006. The plant
was completed with cost overruns, and the parties have been in
dispute since 2008. It is reported that CEM will receive $1
million for project completion but will be required to pay $22
million toward cost overruns. Bicent Power has not confirmed this
outcome, but the information is available from public sources. We
conclude that these developments will cause the project to fail
its debt leverage covenant for the fourth quarter of 2011," S&P
said.

"The negative outlook reflects our expectations for the project
after the grace period expires at the start of March 2012," said
Standard & Poor's credit analyst Ben Macdonald. "With our
anticipation of average recovery prospects for the project,
project owners may not be willing to make equity contributions to
the transaction," Mr. Macdonald added.

"Our rating methodology specifies that we would lower the rating
immediately upon acceleration and payment default, unless we
judged that there was high certainty of payment within five days,"
S&P said.


BOMBADIER RECREATIONAL: Lifted by S&P to 'B+'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Valcourt, Que.-based recreational products
manufacturer Bombardier Recreational Products Inc. (BRP) to 'B+'
from 'B'. The outlook is stable.

"At the same time, we raised our issue-level rating on the
company's senior secured revolving credit facility one notch to
'BB' from 'BB-'. The recovery rating on BRP's revolving credit
facility is unchanged at '1', indicating our expectation of very
high (90%-100%) recovery in a default scenario. The company is
pursuing an amend and extend (the amendment) to its credit
agreement, including a proposed increase in the revolving credit
facility to C$350 million from C$240 million, with the maturity
date extended to March 2016 from March 2013," S&P said.

"In addition, we are raising our issue-level rating on BRP's $790
million senior secured term loan B one notch to 'B+' from 'B'. The
recovery rating on the term loan is unchanged at '4', indicating
an expectation of average (30%-50%) recovery in the event of
default. As part of the proposed amendment, about $500 million of
the term loan outstanding will be extended until June 2016, with
the remaining term loan outstanding of about $160 million maturing
in June 2013," S&P said.

"The upgrade reflects our view of the continued improvement in
BRP's financial risk profile stemming from the company's better
operating performance and credit protection measures, largely due
to increased revenue from new product introductions and organic
growth, as well as management's focus on cost efficiencies," said
Standard & Poor's credit analyst Lori Harris. "Furthermore, we
believe that management has been very effective at maintaining
rationalized dealer inventories such that production levels should
be largely in line with expected retail demand in the medium
term," Ms. Harris added.

"The ratings on BRP reflect what Standard & Poor's views as the
volatile demand for the company's products due to their
discretionary nature, which led to sharp declines in revenue and
profit in the last recession, highly seasonal operating profits,
and intense competition. These factors are partially offset by the
company's solid market position, improved operating performance
and credit protection measures, in addition to BRP's well-
established dealer network," S&P said.

"BRP manufactures motorized recreational products including
snowmobiles under the Ski-Doo and Lynx brand names, watercraft and
sport boats under the Sea-Doo name, power sport engines under the
Rotax name, all-terrain vehicles (ATV), side-by-side vehicles and
roadsters under the Can-Am name, and outboard engines under the
Evinrude and Johnson names. The company's revenues are
geographically diversified, with key markets in the U.S., Canada,
and Europe," S&P said.

"The stable outlook reflects Standard & Poor's opinion that BRP
will sustain improvement in its operating performance and that
credit ratios will be in line with our expectations in the medium
term, including adjusted debt to EBITDA in the 3x area. We could
lower the ratings if the company's financial flexibility weakens
materially because of poor operating performance or sizable
dividends, resulting in adjusted debt to EBITDA above 5x. Although
we recognize the company's deleveraging and higher margin point to
potentially improving creditworthiness, the ratings on BRP remain
constrained at current levels owing to its ownership structure and
future financial policy considerations," S&P said.


BONDS.COM GROUP: Names MBS Unit Head D. Weisberger as New COO
-------------------------------------------------------------
Bonds.com Group, Inc.'s Board of Directors appointed David J.
Weisberger as the Company's Chief Operating Officer.

Mr. Weisberger, age 58, originally joined the Company in February
2011, as a Managing Director for the Company's wholly-owned
subsidiary Bonds.com MBS, Inc.  Prior to joining the Company, Mr.
Weisberger was Chief Executive Officer and a director of Beacon
Capital Strategies, Inc., an electronic trading and execution
platform for mortgage-backed securities, from August 2009 until
February 2011, when the Company acquired substantially all of
Beacon Capital Strategies, Inc.'s assets.  Prior to joining Beacon
Capital Strategies, Inc., Mr. Weisberger was a consultant in the
financial services and real estate industries from 2006 until
August 2009.  From 1994 until 2006, Mr. Weisberger was the founder
and Managing Member of Watch Hill Investment Partners LLC and
Watch Hill Management Partners LLC, the investment management
companies for the Watch Hill family of mortgage derivative hedge
funds.  Mr. Weisberger holds a Bachelor of Science Degree in
Business Administration from The American University, Washington,
D.C.

The Company and Mr. Weisberger are parties to an Employment
Agreement, dated Feb. 2, 2011, and stock option awards, dated
Feb. 2, 2011.

                       Sub-Lease Agreement

Bonds.com Group's indirect, wholly-owned subsidiary Bonds.com,
Inc., entered into a Sub-Sublease Agreement with Hewitt
Associates, LLC, for premises located at 1500 Broadway, New York,
New York, which the Company anticipates will become its new
corporate headquarters.  The Sub Sub-Lease is not effective until
consented to by both Zapco 1500 Investment L.P. and The Nasdaq
Stock Market, Inc., the master landlord and sublessor of those
premises, respectively.  The Sub Sub-Lease commences on the date
that both such consents have been obtained and expires in August
2014.  A full-text copy of the Sub-Lease Agreement is available
for free at http://is.gd/paYBIv

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.  The Company also reported a net loss of $12.26 million on
$2.84 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.21 million on $2.01 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.10
million in total assets, $15.52 million in total liabilities and a
$11.42 million stockholders' deficit.


BROADCAST INT'L: Extends Maturity of $1.3 Million Bridge Note
-------------------------------------------------------------
Broadcast International, Inc., entered into an extension agreement
with six individuals and one trust as holders of a $1,300,000
promissory note due Feb. 28, 2012.

The Bridge Note was amended to provide that the "Maturity Date" is
defined as the date which is the earlier of nine months from the
date of the Extension or the completion date of one or more
offerings of the Company's debt, equity or equity-linked
securities, which results in gross proceeds of at least
$12 million.

As consideration for the extension the Company agreed to issue to
the Holders warrants to acquire no less than 247,500 shares of
common stock of the Company.  Those warrants will have a six year
life, will be exercisable at $.35 per share, and will have a
weighted average ratchet provision for at least 6 months from
issuance as well as cashless exercise rights in the absence of an
effective registration statement.  The Holders of the Bridge Note
will continue to receive interest at the rate of 1.5% per month
from the date hereof until paid in full.  The exercise price of
the warrants to acquire 357,500 shares of the Company's common
stock already held by Makers shall adjust from $.65 per share to
$.52 per share.

A copy of the Amendment is available for free at:

                        http://is.gd/Xl1zeO

                    About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net profit of $3.73 million on $6.32 million
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $11.65 million on $5.36 million of net sales
for the same period a year ago.  Net loss in 2010 was $18.66
million, which followed a net loss of $13.38 million in 2009.

The Company's balance sheet at Sept. 30, 2011, showed
$4.32 million in total assets, $12.59 million in total
liabilities, and a $8.27 million total stockholders' deficit.

                      Bankruptcy Warning

According to the Form 10-Q for the quarter ended Sept. 30, 2011,
the Loan Restructuring Agreement the Company entered into as part
of the Debt Restructuring contains, among other things, covenants
that may restrict its ability to obtain additional capital, to
declare or pay a dividend or to engage in other business
activities.  A breach of any of these covenants could result in a
default under the Company's Amended and Restated Note, in which
event the holder of the note could elect to declare all amounts
outstanding to be immediately due and payable, which would require
the Company to secure additional debt or equity financing to repay
the indebtedness or to seek bankruptcy protection or liquidation.


CAESARS ENTERTAINMENT: Incurs $195.4-Mil. Net Loss in 4th Quarter
-----------------------------------------------------------------
Caesars Entertainment Corporation reported a net loss of
$195.40 million on $2.17 billion of net revenues for the quarter
ended Dec. 31, 2011, compared with a net loss of $194 million on
$2.12 billion of net revenues for the same period a year ago.

The Company reported a net loss of $666.70 million on
$8.83 billion of net revenues for the year ended Dec. 31, 2011,
compared with a net loss of $823.30 million on $8.81 billion of
net revenues during the prior year.  The Company had net income of
$846.40 million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $28.51
billion in total assets, $27.46 billion in total liabilities and
$1.05 billion in total stockholders' equity.

"We achieved revenue, income from operations and Property and
Adjusted EBITDA growth in the fourth quarter, thanks to strong
results in Las Vegas and from our international resorts and online
activities," said Gary Loveman, chairman, president and chief
executive officer of Caesars Entertainment.  "Those gains were
partially offset by challenges in certain regional domestic
markets."

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

                       http://is.gd/vXD49J

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
--http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

                           *     *     *

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


CALFRAC WELL: Moody's Raises Corporate Family Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service upgraded Calfrac Well Services Ltd.'s
(Calfrac) Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Ba3 from B1, and upgraded the company's senior
unsecured notes to B1 from B2. The Speculative Grade Liquidity was
changed to SGL-1 from SGL-2. The outlook is stable.

RATINGS RATIONALE

"The upgrade reflects Calfrac's growing fracturing fleet, enhanced
presence in liquids-rich areas, supportive capital spending by oil
and liquids-rich upstream companies, and Moody's expectation that
the company's debt metrics will remain on an improving trend,"
said Terry Marshall, Moody's Senior Vice President. "Calfrac's
revenues and operating margins have increased significantly over
the last 12 to 18 months. Moody's believes the demand for well
site services will remain sufficiently healthy in 2012 to uphold
the Ba3 CFR."

Upgrades:

   Issuer: Calfrac Holdings, LP

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
      LGD4, 61% from B2, LGD4, 65%

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
      LGD4, 61% from B2, LGD4, 65%

   Issuer: Calfrac Well Services Ltd.

   -- Probability of Default Rating, Upgraded to Ba3 from B1

   -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
      SGL-2

   -- Corporate Family Rating, Upgraded to Ba3 from B1

Calfrac's Ba3 CFR considers the company's relatively small size,
niche focus on fracturing services and resultant exposure to
cyclical oil and natural gas land drilling activities. The rating
favorably considers the company's low leverage, high quality and
mobile equipment fleet, technical expertise, and strong customer
relationships and contracted position that provide revenue
stability.

The SGL-1 Speculative Grade Liquidity rating reflects very good
liquidity. The company will generate positive free cash flow of
$35 million in 2012. At December 31, 2011 Calfrac had about C$227
million available, after letters of credit, under its C$230
million syndicated revolving credit facility, due September, 2015.
Calfrac will have ample room under its three financial covenants
during this period. The company has no debt maturities until 2020.
Alternative liquidity is limited given that all assets are pledged
to the revolver lenders.

Calfrac's revolving credit facility is secured by a first priority
lien on substantially all of Calfrac's North American assets, but
excludes assets in Russia, Mexico and Argentina. Calfrac Holdings
LP senior notes are unsecured. Under Moody's LGD methodology, the
size of the prior ranking senior secured revolver results in a
notching down of the notes to B1, one notch below the Ba3 CFR.

The stable outlook reflects Calfrac's contracted position, strong
customer relationships, high quality fleet, and that drilling
activity in North America will remain robust. While an upgrade is
unlikely in the near term, the rating could be considered for an
upgrade in the future if Calfrac can improve the scale and scope
of its operations, broaden its geographic footprint and product
diversification, and strengthen its market position, while
maintaining its strong credit metrics. The rating could be
downgraded if Calfrac's financial leverage increases materially
due to debt funded capital expenditures or acquisitions. More
specifically, if debt to EBITDA cannot be sustained under 3.0x a
ratings downgrade could result.

The principal methodology used in rating Calfrac was the Global
Oilfield Services 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.

Calfrac Well Services Ltd. is a Calgary, Alberta based provider of
pressure pumping services to Exploration and Production companies.


CANAL STREET: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Canal Street Ltd.
        922 S. Claremont St.
        San Mateo, CA 94402

Bankruptcy Case No.: 12-30613

Chapter 11 Petition Date: February 27, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: James F. Beiden, Esq.
                  LAW OFFICES OF JAMES F. BEIDEN
                  840 Hinckley Rd. #245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100
                  E-mail: attyjfb@yahoo.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb12-30613.pdf

The petition was signed by Victor M. Catanzano, general partner.


CANFOR CORPORATION: DBRS Confirms Issuer Rating at 'BB'
-------------------------------------------------------
DBRS has confirmed the Issuer Rating and Senior Notes rating of
Canfor Corporation at BB (high).  The trends are Stable.  The
Issuer Rating is supported by the Company's stable business
profile and conservative balance sheet.  Additionally, Canfor's
credit metrics remain compatible with the rating, despite recent
weakness. With the U.S. housing market showing signs of a modest
recovery, DBRS expects the Company's lumber operations and overall
financial results to show modest improvement and for the rating to
remain stable in the near to medium term.  However, a lack of
improvement in Canfor's operating performance and further
deterioration in its credit metrics in the next six months may
lead to negative rating actions.

Operating performance in 2011 was below expectations, with both
business segments reporting a year-over-year decline in EBITDA.
Negative market developments, especially in product pricing, and a
stronger Canadian dollar were the primary contributing factors.
The depressed U.S. housing market failed to show any meaningful
improvement; as a result, residential construction activity
remained anemic and continued to weigh on the lumber segment.
Rising exports, mostly to China, helped boost shipments and
revenue for the year.  However, lower average product prices
(notably on lower grades and wider dimensions), higher input costs
(logs, fuel, etc.) and a stronger Canadian dollar all contributed
to Canfor's sharply lower earnings despite the higher shipment
levels.  The pulp and paper segment also reported a modest decline
in operating results.  The key factors behind the decline were
higher manufacturing costs (downtime taken to upgrade the
Northwood pulp mill) and a stronger Canadian dollar.  Cash flow
from operations also declined sharply, in line with earnings.
Nevertheless, the Company continues to maintain a strong balance
sheet, and all debt-related coverage ratios, although weakened,
were still well within the rating range.

Near-term market conditions are expected to improve modestly for
lumber but remain challenging for pulp and paper.  Operating
performance for 2012 at Canfor is expected to show a modest
improvement over 2011 levels.  Lumber shipments are expected to
show a modest increase.  DBRS expects higher U.S. housing starts
and construction activities, supported by an improving
unemployment rate, higher income levels, more optimistic consumer
sentiment and low mortgage rates.  In addition, shipment levels to
China are on the mend after a drop in late 2011.  However, lumber
prices are not likely to recover due to a large potential supply
and below-average capacity utilization.  Average lumber prices in
2012 are expected to be below 2011 levels.  Global softwood pulp
demand is expected to remain soft in 2012, affected by slower
growth in China and an ongoing structural decline in paper
production.

Longer term, the fundamentals for lumber are favourable.  Pent-up
demand for housing caused by increasing household formation and
record-high housing affordability are pointing to a return to
much-higher residential construction activity levels.  However, a
still-large inventory of unsold homes and still-tight credit
standards remain major headwinds to a full recovery in the United
States.  DBRS expects that a meaningful recovery in residential
construction is not likely until the latter half of 2013.

The Company has continued to maintain a conservative financial
profile, with adjusted debt leverage (including operating leases
as debt) slightly above 20% at the end of 2011.  Canfor is the
midst of a $300 million, three-year strategic investment program
at the lumber operations.  Capital expenditure rose to $236.7
million from an average of around $90 million the previous five
years.  The lower cash flow from operations and higher investment
spending led to a significant deficit in free cash flow.  The
shortfall in cash generation has consumed most of the Company's
cash on hand.  Canfor is near the end of its spending program,
with planned capital expenditures in 2012 around $140 million,
slightly below depreciation.  DBRS expects Canfor to be able to
achieve breakeven in free cash flow from operations, with a modest
improvement in operations.  However, Canfor has agreed to acquire
two saw mills and associated timber license assets from Tembec
Inc. for about $60 million and the transaction is expected to
close in the first quarter of 2012.  Funding the acquisition would
likely lead to a higher debt level, with adjusted gross debt
leverage, on a proforma basis, rising to near 25% in 2012, a
still-conservative level.  Moreover, excluding the Canfor Pulp
Limited Partnership (CPLP) debt, the Company only has a US$75
million debt maturing in April 1, 2013, after paying off the US$50
million in February 2, 2012.  The Company has minimal refinancing
risk.  Furthermore, the Company has adequate liquidity to meet its
funding needs with cash on hand and its available credit facility.
(On February 20, 2012, Canfor exercised its right to exchange its
50.2% interest in CPLP for a 50.2% direct interest in Canfor Pulp
Products Inc. (a publicly listed company) and the exchange is
expected to be completed on or about March 2, 2012. DBRS believes
that the exchange has no material effect on the Company.)

DBRS has simulated a default scenario for Canfor in order to
analyze the potential recovery of the Company's senior debt in the
event of default.  The scenario assumes a prolonged period of
severe economic conditions, regardless of how hypothetical or
unlikely the conditions may be, in which product demand and prices
plummet.  Based on the recovery analysis, DBRS believes that
holders of the Senior Notes would recover approximately 50% to 70%
of the principal and the recovery rating therefore remains at RR3.


CATALYST PAPER: Reports $974 Million Net Loss in 2011
-----------------------------------------------------
Catalyst Paper posted a net loss of $974.0 million in 2011 due in
large part to asset impairments on Canadian and Arizona-based
operations.  Other factors contributing to the loss were capital
restructuring costs, a foreign exchange loss on the translation of
U.S. dollar denominated debt and fire-related outages at the
Snowflake and Powell River mills.  The company's net loss in 2010
was $396.9 million.

"We faced formidable economic and currency headwinds through 2011
made worse by the fourth-quarter drop-off in pulp prices and a
weaker five-year paper and pulp industry forecast released in
February 2012.  These combined factors triggered the requirement
to take a $660.2 million impairment charge on Canadian
operations," said Catalyst President & CEO Kevin J. Clarke.

Sales in 2011 of $1,261.5 million were up over sales of $1,228.6
million in 2010 as pricing momentum helped mitigate the effect of
the strong Canadian dollar.  The company's net loss before
specific items of $126.3 million widened in 2011 compared with a
2010 net loss before specific items of $87.0 million ($0.23 per
common share).

EBITDA of $41.6 million ($47.5 million before restructuring costs)
in 2011 was down from $46.3 million in 2010 ($71.6 million before
restructuring costs).  Significant factors impacting EBITDA in
2010 included impairment and other closure costs related to Elk
Falls and the paper recycling operation, an unfavorable tax
adjustment and a foreign exchange gain on translation of U.S.
dollar denominated debt.

"North American paper markets and world pulp markets weakened in
the last quarter of 2011 and higher inventory levels carried
forward into 2012 for most paper grades as production curtailments
failed to balance the migration away from print to digital media
by retailers and publishers.  We expect little if any improvement
over the short-term in what are persistently difficult markets,"
said President and CEO Kevin J. Clarke.  "With a challenging debt
load, cash constraints and difficult trade credit terms to contend
with, filing for creditor protection became inevitable when a
consensual recapitalization agreement with noteholders could not
reached by Jan. 31, 2012."

                        Fourth Quarter

During the final quarter of 2011, Catalyst posted a net loss of
$708.0 million compared with a net loss of $205.7 million in the
third quarter (see selected highlights table).  Before specific
items, net loss of $41.7 million compared to a net loss in the
third quarter of $14.1 million.  EBITDA for Q4 was $2.8 million
and $8.7 million before restructuring costs, while EBITDA in Q3
was $26.8 million unchanged before specific items.

Seasonal strength, low inventories and high operating rates helped
keep directory and newsprint prices steady quarter-over-quarter,
however benchmark prices declined for coated and uncoated in the
quarter.  The steep decline in pulp transaction prices and a
delayed shipment also took a toll on sales in the fourth quarter
as excess pulp inventory and softening demand from China
overwhelmed the positive impact of a weaker Canadian dollar.

                        Liquidity and Debt

Total liquidity in 2011 decreased by nearly half to $96.7 million
compared with $189.4 million in 2010.  This was due to lower cash
on hand and reduced availability under our amended asset-based
loan facility (ABL).  Cash declined as a result of the US$26.0
million redemption of remaining 8.625% senior unsecured notes due
in 2011, nearly $15 million in defined benefit pension plan
contributions, $22.2 million in property tax payments, as well as
incremental costs associated with fires at our Snowflake and
Powell River mills.

Working capital requirements decreased due to the impact of the
$21.5 million interest deferral in December but was partially
offset by tightening vendor payment terms.  The interest non-
payment also triggered a covenant violation on our 2016 Senior
Secured Notes that would have resulted in a cross-default on our
asset-based loan facility (ABL) in the absence of a waiver.  The
covenant violation resulted in the reclassification to current
debt of $414.9 million of 2016 Notes and $48.0 in balance drawn on
the ABL.

Free cash flow in 2011 worsened to negative $58.8 million compared
with $40.4 million in 2010. Cash flow from operations was down
$27.4 million compared to a year earlier due to lower EBITDA.  The
$20.0 million change in non-cash working capital in 2011 comprised
a $14.3 million increase in accounts receivable, an inventory
increase of $17.1 million, partially offset by $7.6 million in
lower prepaids and $3.8 million in accounts payable and accrued
liabilities.

                       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.

The Supreme Court of British Columbia has granted creditor
protection under the CCAA until April 30, 2012.


CATALYST PAPER: S&P Withdraws 'D' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew the ratings on
Catalyst Paper Corp. at the company's request. The long-term
corporate credit rating on this company was 'D' following its
filing for creditor protection on Jan. 31, 2012.


CATASYS INC: Issues $775,000 Promissory Note to Socius Capital
--------------------------------------------------------------
Catasys, Inc., on Feb. 22, 2012, entered into a Securities
Purchase Agreement with Socius Capital Group, LLC, an affiliate of
Terren S. Peizer, Chairman and Chief Executive Officer of the
Company, pursuant to which the Company issued a senior secured
convertible note and a warrant to purchase an aggregate of
2,583,334 shares of the Company's common stock, par value $0.0001
per share, at a purchase price of $0.30 per share, for a purchase
price of $775,000.  The exercise price of the Warrant is subject
to adjustment for certain share issuances below the initial
exercise price.

The Note matures on April 15, 2012, and bears interest at an
annual rate of 12% payable in cash at maturity, prepayment or
conversion.  The Note and any accrued interest are convertible at
the holders' option into Common Stock equal to the amount
converted divided by $0.30 per share of Common Stock.

                        About Hythiam, Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

The Company reported a net loss of $19.99 in 2010 and a net loss
of $9.15 million in 2009.  The Company also reported a net loss of
$1.32 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$3.04 million in total assets, $5 million in total liabilities,
and a $1.95 million total stockholders' deficit.

Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2010.

                         Bankruptcy Warning

As of Nov. 9, the Company had a balance of approximately $243,000
cash on hand.  The Company had working capital deficit of
approximately $3.5 million at Sept. 30, 2011, and has continued to
deplete its cash position subsequent to Sept. 30, 2011.  The
Company has incurred significant net losses and negative operating
cash flows since its inception.  The Company could continue to
incur negative cash flows and net losses for the next twelve
months.  The Company's current cash burn rate is approximately
$450,000 per month, excluding non-current accrued liability
payments.  The Company expects its current cash resources to cover
expenses through November 2011, however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  The Company will need to immediately obtain additional
capital and there is no assurance that additional capital can be
raised in an amount which is sufficient for the Company or on
terms favorable to its stockholders, if at all.  If the Company
does not immediately obtain additional capital, there is a
significant doubt as to whether the Company can continue to
operate as a going concern and the Company will need to curtail or
cease operations or seek bankruptcy relief.  If the Company
discontinues operations, the Company may not have sufficient funds
to pay any amounts to stockholders.


CENTRAL PARKING: Sale to Rival Won't Impact Moody's Rating
----------------------------------------------------------
Moody's Investors Service said that Central Parking Corporation's
("CPC") definitive agreement to be acquired by unrated competitor
Standard Parking Corporation will not impact CPC's B3 Corporate
Family Rating ("CFR") or negative rating outlook.

Central Parking Corporation, headquartered in Nashville,
Tennessee, is a leading provider of parking management. Parking
facilities are operated under two general types of arrangements:
management contracts and leases. CPC manages about 1,445 contracts
and operates roughly 824 leased and 3 owned properties. The
company also provides ancillary services such as parking
consulting, shuttle bus, valet, parking meter collection and
enforcement, insurance and billing services. The next largest
competitor in this highly fragmented industry is Standard Parking
Corporation (not rated by Moody's) with approximately 2,200
facilities, of which about 90% are managed.


CLAIRE'S STORES: S&P Retains 'B' Rating on First-Lien Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services is maintaining the 'B' issue-
level rating and '2' recovery rating on U.S. specialty retailer
Claire's Stores Inc.'s first-lien notes due 2019. They remain
unchanged after the company's announcement of a $100 million
add-on (which the company had upsized from $50 million) to its
existing first-lien notes. The total size of the first-lien notes
is $500 million. According to the company, it will use the
proceeds to reduce outstanding indebtedness under its existing
term loan.

Ratings List

Claire's Stores Inc.
Corporate Credit Rating            B-/Stable/--
Senior secured
$500 mil 8.7% first-lien notes    B
   Recovery Rating                 2


CLEAR CHANNEL: Prices Sr. Notes & Declares Special Cash Dividend
----------------------------------------------------------------
Clear Channel Outdoor Holdings, Inc., announced the pricing of the
$275 million aggregate principal amount of 7.625% Series A Senior
Subordinated Notes due 2020 and $1,925 million aggregate principal
amount of 7.625% Series B Senior Subordinated Notes due 2020
offered by its indirect, wholly-owned subsidiary, Clear Channel
Worldwide Holdings, Inc.  The Company anticipates that the closing
of the private offering will take place on March 15, 2012, subject
to customary closing conditions.

The Company also announced that its board of directors declared a
special cash dividend of $2,167 million (or approximately $6.08
per share, based on shares outstanding at the close of business on
Feb. 28, 2012), which will be paid on March 15, 2012, to Class A
and Class B stockholders of record at the close of business on
March 12, 2012, subject only to the closing of the offering of the
Notes.

The Company, its wholly-owned subsidiary Clear Channel Outdoor,
Inc., and certain of the Company's other domestic subsidiaries
will guarantee the Notes.  The Notes will be unsecured senior
subordinated obligations that will rank junior to all of Clear
Channel Worldwide's existing and future senior debt, equally with
any of Clear Channel Worldwide's existing and future senior
subordinated debt and ahead of all of Clear Channel Worldwide's
existing and future debt that expressly provides that it is
subordinated to the Notes.  The guarantees of the Notes will rank
junior to all of the Guarantors' existing and future senior debt,
equally with any of the Guarantors' existing and future senior
subordinated debt and ahead of all of the Guarantors' existing and
future debt that expressly provides that it is subordinated to the
guarantees of the Notes.

With the proceeds of the Notes, Clear Channel Worldwide intends to
make loans in an aggregate amount equal to $2,167 million to CCOI.
CCOI will pay all other fees and expenses of the offering using
cash on hand and, with the proceeds of the loans, make a special
cash dividend to the Company, which will in turn make the special
cash dividend described above to all holders of its Class A common
stock and Class B common stock, including Clear Channel Holdings,
Inc., a wholly-owned subsidiary of Clear Channel Communications,
Inc., and CC Finco, LLC, a direct wholly-owned subsidiary of Clear
Channel Holdings.  Clear Channel Communications, Inc. has advised
the Company that it will repay indebtedness under its senior
secured credit facilities in an aggregate amount equal to the
aggregate amount of dividend proceeds distributed to Clear Channel
Holdings and CC Finco, LLC, or approximately $1,925 million.

The Notes and related guarantees will be offered only to
"qualified institutional buyers" in reliance on the exemption from
registration pursuant to Rule 144A under the Securities Act of
1933, as amended, and to persons outside of the United States in
compliance with Regulation S under the Securities Act.  The Notes
and the related guarantees have not been registered under the
Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States
without registration or an applicable exemption from the
Securities Act and applicable state securities and foreign
securities laws.

                 About CC Media and Clear Channel

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

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

Clear Channel had a net loss of $302.09 million on $6.16 billion
of revenue in 2011, compared with a net loss of $479.08 million on
$5.86 billion of revenue in 2010.  Net loss in 2009 was
$4.03 billion.

The Company's balance sheet at Dec. 31, 2011, showed
$16.54 billion in total assets, $24.01 billion in total
liabilities and a $7.47 billion total member's deficit.

                         Bankruptcy Warning

Clear Channel said in its Form 10-K for the year ended Dec. 31,
2011, that its ability to restructure or refinance its debt will
depend on the condition of the capital markets and the Company's
financial condition at that time.  Any refinancing of the
Company's debt could be at higher interest rates and increase
the Company's debt service obligations and may require it to
comply with more onerous covenants, which could further restrict
its business operations.  The terms of existing or future debt
instruments may restrict the Company from adopting some of these
alternatives.  These alternative measures may not be successful
and may not permit the Company to meet its scheduled debt service
obligations.  If the Company cannot make scheduled payments on its
indebtedness, it will be in default under one or more of its debt
agreements and, as a result the Company could be forced into
bankruptcy or liquidation.

                           *     *     *

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

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


CLEAR CHANNEL: Fitch Says Issuance Upsizing No Rating Impact
------------------------------------------------------------
The ratings of Clear Channel Worldwide Holdings, Inc. (CCWW) and
Clear Channel Communications, Inc. (Clear Channel) are unaffected
by the upsizing of the CCWW senior subordinated notes issuance to
$2.20 billion from the originally proposed $1.25 billion.  The
Outlook on all the ratings is Stable.

Fitch estimates that total leverage at CCWW will increase from the
current 3.2 times (x) to 5.9x (under the leverage as defined under
the bond indenture; Fitch estimates that total leverage is 3.5x,
growing to 6.5x).  CCWW's Issuer Default Rating (IDR) had already
incorporated Fitch's expectations that leverage would migrate to
this level.

The 'B+/RR3' rating on the subordinated notes is unaffected by the
larger deal.  That said, there is very little flexibility within
the RR3 rating category, and any incremental debt would likely
result in a downgrade of these notes.

Clear Channel will use the $1.9 billion dividend proceeds it
receives to permanently repay amounts drawn under its $1.9 billion
revolving credit facility (RCF) maturing July 2014, including any
amount drawn subsequent to Dec. 31, 2011.  Fitch estimates that
the transaction will reduce gross secured leverage at Clear
Channel to 7.2x, from 7.9x at Dec. 31, 2011.  Total consolidated
leverage (which includes CCWW) will increase 0.2x to 11.2x.

The upsized transaction is an incremental positive for Clear
Channel, in that it further reduces the 2014 maturity wall to $1.5
billion.  Fitch believes Clear Channel could likely handle the
$2.2 billion of combined legacy notes and bank debt that mature
2012 - 2014 using a combination of cash on hand, cash swept from
CCOH that is held in Clear Channel's accounts and issuance out of
Clear Channel.

For more information please see Fitch's press release 'Fitch Rates
Clear Channel Worldwide's Sr. Subordinated Notes 'B+/RR3'; Outlook
Stable' dated Feb. 28, 2012.

Fitch currently rates Clear Channel and CCWW as follows:

Clear Channel

  -- Long-term IDR 'CCC';
  -- Senior secured term loans and senior secured revolving credit
     facility (RCF) 'CCC/RR4';
  -- Senior unsecured leveraged buyout (LBO) notes 'C/RR6';
  -- Senior unsecured legacy notes 'C/RR6'.

CCWW

  -- Long-Term IDR 'B';
  -- Senior unsecured notes 'BB-/RR2'.
  -- Senior subordinated notes 'B+/RR3';


CLEARWIRE CORP: Intel Owns 18.2%, to Buy Add'l Shares from Google
-----------------------------------------------------------------
Intel Corporation filed with the U.S. Securities and Exchange
Commission Amendment No.10 to Schedule 13D by adding that:

   On Feb. 24, 2012, it was reported that Google plans to sell the
   29,411,765 shares of Class A Common Stock of Clearwire it holds
   (a) to the other Reporting Persons or the Intel Entity A, Intel
   Entity B, Intel Entity C, Intel Capital, Intel Cayman, and
   Middlefield pursuant to Section 3.3 of the Equityholders'
   Agreement or (b) if the Reporting Persons or the Intel Entity
   A, Intel Entity B, Intel Entity C, Intel Capital, Intel Cayman,
   and Middlefield do not elect to purchase all of those shares
   within the specified time period, in one or more public open
   market transactions on the NASDAQ Stock Market.  It was further
   reported that to the extent that those sales are conducted by
   means of one or more public open market transactions, those
   sales will be made beginning on or about Feb. 27, 2012, in
   those amounts and over such time period as determined by Google
   and in compliance with all applicable securities laws.

As of Feb. 7, 2012, Intel Corporation beneficially owns 94,076,878
shares of Class A common stock of Clearwire Corporation
representing 18.2% of the shares outstanding.  Intel does not
directly own any shares of Class A Common Stock of the Company.
As of Feb. 29, 2012, by reason of the provisions of Rule 13d-3
under the Act, Intel is deemed to beneficially own and to share
voting and investment power with respect to 94,076,878 shares of
Class A Common Stock that are beneficially owned as follows:

   -- 28,432,066 shares of Class A Common Stock that are
      beneficially owned as follows: 25,098,733 shares of Class A
      Common Stock that are held of record by Intel Capital and
      3,333,333 shares of Class A Common Stock that are held of
      record by Intel Cayman; and

   -- 65,644,812 shares of Class A Common Stock that are
      beneficially owned as follows: 21,881,604 shares of Class B
      Common Stock and Class B Common Units that are held of
      record by Intel Entity A; 21,881,604 shares of Class B
      Common Stock and Class B Common Units that are held of
      record by Intel Entity B; and 21,881,604 shares of Class B
      Common Stock and Class B Common Units that are held of
      record by Intel Entity C.

In addition, by virtue of the Equityholders' Agreement entered
into at the Closing, Intel may be deemed to be a member of a
"group" under Section 13(d) of the Act with respect to the
94,076,878 shares of Class A Common Stock beneficially owned by
the Reporting Person and the following shares which are reported
separately from this Amendment No. 10, based upon the information
contained in that certain Amendment No. 9 to the Statement on
Schedule 13D dated Feb. 24, 2012, filed by those persons, pursuant
to which those persons have reported that they beneficially own:
627,945,914 shares of Class A Common Stock beneficially owned by
the Sprint Entities, 88,504,132 shares of Class A Common Stock
beneficially owned by the Comcast Entities, 34,026,470 shares of
Class A Common Stock beneficially owned by Eagle River, 29,411,765
shares of Class A Common stock beneficially owned by Google,
46,404,782 shares of Class A Common Stock beneficially owned by
the TWC Entities, 34,042,970 shares of Class A Common Stock
beneficially owned by Craig O. McCaw and 8,474,440 shares of Class
A Common Stock beneficially owned by the BHN Entities.  The
Reporting Person disclaims beneficial ownership of the shares of
Class A Common Stock beneficially owned by such other persons.

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

                        http://is.gd/iqlyMe

                    About Clearwire Corporation

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

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

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

                           *     *     *

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

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


CLIFFS CLUB: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Cliffs Club & Hospitality Group, Inc.
          dba The Cliffs Golf & Country Club
        3598 Highway 11
        Travelers Rest, SC 29690

Bankruptcy Case No.: 12-01220

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                                           Case No.
        ------                                           --------
CCHG Holdings, Inc.                                      12-01223
The Cliffs at Mountain Park Golf & Country Club, LLC     12-01225
The Cliffs at Keowee Vineyards Golf & Country Club, LLC  12-01226
The Cliffs at Walnut Cove Golf & Country Club, LLC       12-01227
The Cliffs at Keowee Falls Golf & Country Club, LLC      12-01229
The Cliffs at Keowee Spring Golf & Country Club, LLC     12-01230
The Cliffs at High Carolina Golf & Country Club, LLC     12-01231
The Cliffs at Glassy Golf & Country Club, LLC            12-01234
The Cliffs Valley Golf & Country Club, LLC               12-01236
Cliffs Club & Hospitality Service Company, LLC           12-01237

Chapter 11 Petition Date: February 28, 2012

Court: U.S. Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: John E. Waites

About the Debtor: The Debtors operate the exclusive membership
                  clubs for golf, tennis, wellness and social
                  activities at The Cliffs' communities in North
                  and South Carolina.  The clubs have 2,280
                  members, and there are 766 resigned members with
                  refundable deposits totaling $37 million.  The
                  Debtors do not own the golf courses -- they only
                  own or lease all the "core amenities" for the
                  operation of the golf courses.

Debtors'
Bankruptcy
Counsel:          MCKENNA LONG & ALDRIDGE LLP

Debtors'
Local Counsel:    Dana Elizabeth Wilkinson, Esq.
                  365-C East Blackstock Road
                  Spartanburg, SC 29301
                  Tel: (864) 574-7944
                  E-mail: danawilkinson@charter.net

Debtors'
Restructuring
Advisors:        GGG PARTNERS, LLC and

Debtors'
CRO:             Katie S. Goodman of GGG Partners

Debtors'
Claims and
Noticing
Agent:           BMC GROUP, INC.

Total Assets: $175 million book value at Dec. 31, 2011

Total Liabilities: $333 million book value at Dec. 31, 2011

The petition was signed by Timothy P. Cherry, authorized officer.

Consolidated List of 50 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
T J F Golf, Inc.                   Trade                  $800,000
401 N. Main Street, Suite 400
Hendersonville, NC 28792

Mike Krimbill                      Member Liability       $750,000
5620 East 114th Street
Tulsa, OK 74137

Kent Smith                         Member Liability       $462,500
16 Golfside Court
Arden, NC 28704

Harrell?s                          Trade                  $452,606
P.O. Box 402927
Atlanta, GA 30384

Medialist Golf, Inc.               Trade                  $450,126
327 Dahlonega Street, Suite 1005
Cumming, GA 30040

Golf Agronomics                    Trade                  $440,263
2165 17th Street
Sarasota, FL 34234

John Downey                        Member Liability       $400,000
1373 Eagles Flight Way
North Port, FL 34287

Glenn Wright                       Member Liability       $400,000
1776 Pine Island, Suite 102
Plantation, FL 33322-5200

Scott Hughes                       Member Liability       $375,000
122 Sun Drop Court
Sunset, SC 29685

Michael Blackburn                  Member Liability       $355,300
320 Wake Robin Drive
Sunset, SC 29685

William Whisnant                   Member Liability       $350,000
14090 Shadow Oaks Way
Saratoga, CA 95070

John Evans                         Resigned Liability     $350,000
48 Moccasin Flower Trail
Landrum, SC 29356

John Stites                        Member Liability       $350,000
6750 Walnut Trace
Cookeville, TN 38501

Douglas Cioce                      Member Liability       $325,000
501 Walnut Valley Parkway
Arden, NC 28704

Bob Levine                         Member Liability       $325,000
1455 Lanes End
Villanova, PA 19085

Gregory Paul                       Member Liability       $316,500
114 Kingshead Road
Travelers Rest, SC 29690

Sharon Simmons (Keowee Devel, LLC) Member Liability       $315,000
105 N. Waterside Drive
Seneca, SC 29672

John Evans                         Member Liability       $310,000
48 Moccasin Flower Trail
Landrum, SC 29356

Smith Turf & Irrigation Co.        Trade                  $304,214
Div of STI Holdings Inc.
P.O. Box 669388
Charlotte, NC 28266-9388

Charles Moniotte                   Member Liability       $300,000
17518 Amelia Drive
Baton Rouge, LA 70810

John Walter                        Resigned Liability     $300,000
P.O. Box 1765
Clemson, SC 29633

Steve Carlile                      Member Liability       $300,000
1595 Garden Oaks Drive
Marshall, TX 75672

Daniel Gerner                      Member Liability       $300,000
4473 Wayside Drive
Naples, FL 34119

Chuck Hutchinson                   Member Liability       $300,000
8 Westwood Road
Asheville, NC 28803

William Hicks                      Member Liability       $300,000
18 Hemlock Court
Hershey, PA 17033

David Meek                         Member Liability       $300,000
1889 Sable Palm Drive
Boca Raton, FL 33432

Glenn Simpson                      Member Liability       $300,000
11215 Marseilles Lane
Houston, TX 77082

Rick Steif                         Member Liability       $300,000
9 Valley Lake Trail
Travelers Rest, SC 29690

Myles Jerdan                       Member Liability       $300,000
10 Vickwood Court
Marietta, GA 30068

Richard Berkowitz                  Member Liability       $285,000
223 Fairmont Road
Shelby, NC 28150

Daniel Zinke                       Member Liability       $275,000
15 Fair Green Lane
Travelers Rest, SC 29690

Tom Currey                         Member Liability       $275,000
3707 Kings Road
Chattanooga, TN 37416

Scott Logan                        Member Liability       $275,000
P.O. Box 1489
Sanibel, FL 33957

Stephen Larson                     Member Liability       $275,000
7418 Edgewild Drive
Peoria, IL 61614

Daniel McCollum                    Member Liability       $275,000
P.O. Box 484
Easley, SC 29641

Fred Myers                         Member Liability       $275,000
17 Chateau Haut Brion Drive
Kenner, LA 70065

John Mack                          Member Liability       $275,000
P.O. Box 700
Annandale, VA 22003

Matthew Price                      Member Liability       $275,000
3525 Blossom Heath Road
Kettering, OH 45419

Robert Satterfield                 Member Liability       $275,000
517 Goldfinch Lane
Ambler, PA 19002

Jon Kraut                          Member Liability       $260,000
740 River Road
Ewing, NJ 08628

Scott Minton                       Member Liability       $260,000
2116 8th Street Drive NW
Hickory, NC 28601

John Charles                       Member Liability       $250,000
5417 Buckland Way
Mableton, GA 30126

Larry Lacerte                      Member Liability       $250,000
4970 Landmark Place
Dallas, TX 75254

Ellis McCracken                    Member Liability       $250,000
106 Peaceful Night Trail
Travelers Rest, SC 29690

Keith Rezin                        Member Liability       $250,000
5395 Crescent Green Court
Morris, IL 60450

Lee Zoeller                        Member Liability       $250,000
50 Eastgate Drive
Phoenixville, PA 19460

Wall to Wall Concrete, Inc.        Trade                  $249,102

Douglas Snyder                     Member Liability       $248,100

Robert Swander                     Member Liability       $235,000

Robert Missant                     Member Liability       $230,000


COGENT COMMUNICATIONS: S&P Keeps 'B-' Rating on $175-Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Cogent Communications Group Inc.'s $175 million secured notes due
2018 to '3' from '4', while leaving the 'B-' issue-level rating on
this debt unchanged. "The '3' recovery rating indicates our
expectation for meaningful (50%-70%) recovery prospects in the
event of a payment default, compared with the prior average (30%-
50%) recovery prospects. The company's 'B-' corporate credit
rating and stable outlook remain unchanged," S&P said.

"The change in the recovery rating reflects our revision to the
distressed multiple of EBITDA applied to arrive at the enterprise
value at time of default. We adopted a 4x multiple versus the
previous 3x, in part to reflect the value we attribute to the
company's fiber assets, which are primarily held under long-term
indefeasible rights of use agreements (IRUs) with substantial
prepayments. In our view, these long-term IRUs would hold more
value than assets subject to conventional lease agreements, but
not as much as fiber assets owned outright. In addition, given the
company's growth and accumulation of assets, we believe its value-
retention characteristics have improved, and this is also
reflected in our revision in the enterprise multiple," S&P said.

Ratings List

Cogent Communications Group Inc.
Corporate Credit Rating      B-/Stable/--

Recovery Rating Revised; Issue Rating Unchanged

Cogent Communications Group Inc.
                              To                From
Senior Secured notes         B-                B-
   Recovery Rating            3                 4


COLONIAL PROPERTIES: S&P Affirms 'BB+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating and positive outlook on Colonial Properties Trust.
"At the same time, we revised our recovery rating on the rated
senior unsecured notes to '2' from '3', indicating that lenders
can expect a substantial recovery (70%-90%) in the event of a
payment default. This improvement resulted in the upgrade of the
company's senior unsecured notes to 'BBB-' from 'BB+'. The '2'
recovery rating affects roughly $631 million of rated senior
unsecured notes currently outstanding and reflects our practice of
assigning recovery ratings to all debt with a speculative-grade
rating," S&P said.

"Our ratings on Colonial reflect the company's intermediate
financial risk profile and fair business risk profile," said
credit analyst Eugene Nusinzon. "Colonial's intermediate financial
risk profile recently benefited from strengthened debt protection
measures, resulting form the retirement of preferred securities
and strong organic growth."

"Our positive outlook on the company reflects our expectation for
continued strengthening in debt protection measures from favorable
operating conditions and sustained improvements in asset quality
from further portfolio repositioning. We would raise our corporate
credit rating one notch if Colonial continues to profitably
reposition its portfolio, funds anticipated development in a
leverage-neutral manner, strengthens and sustains FCC above 2.3x,
and maintains adequate liquidity with less reliance on the
revolving credit facility. A downgrade is less likely at this
time, given supportive operating fundamentals. However, we could
lower our ratings if FFO drops precipitously (perhaps because of
sizable debt-financed growth), revolver usage is heavy (above 50%
for two consecutive quarters), or FFO fails to cover the common
dividend," S&P said.


COLONY RESORTS: Inks Separation Agreement with Former CEO Monahan
-----------------------------------------------------------------
Colony Resorts LVH Acquisitions, LLC, on Feb. 24, 2012, entered
into a Separation Agreement with David Monahan following his
resignation as the Company's Chief Executive Officer and General
Manager.

Pursuant to the mutual agreement between Mr. Monahan and the
Company, Mr. Monahan's Employment Agreement dated Sept. 8, 2009,
terminated on Feb. 29, 2012.

The Company paid Mr. Monahan an accrued but unpaid bonus, in the
amount of $100,000, on Feb. 29, 2012.  In addition, the Company
will pay Mr. Monahan an additional $100,000 in six monthly
installments ending Aug. 31, 2012.

                       About Colony Resorts

Las Vegas, Nev.-based Colony Resorts LVH Acquisitions, LLC, owns
and operates the Las Vegas Hilton, a casino resort located in Las
Vegas, Nevada.  The Company licenses from HLT Existing Franchise
Holding LLC the right to use the name "Hilton" and is part of
Hilton's reservation system and Hilton's "HHonors Programs(TM).

The Company's balance sheet at June 30, 2011, showed
$347.55 million in total assets, $296.17 million in total
liabilities, $61.80 million in redeemable members' equity, and a
$10.42 million members' deficit.

                      Default Under Term Loan

On May 11, 2006, the Company entered into a Loan Agreement with
Goldman Sachs Commercial Mortgage Capital, L.P.  The Term Loan was
for an initial principal amount of $209.2 million and for an
initial term of two years.  The Company has drawn an additional
$40.8 million against the Term Loan, the maximum funding of the
Term Loan.  Covenants under the Term Loan restrict the Company's
future borrowing capacity.  The loan had an original two-year term
and three, one-year extensions.

Interest on the loan was based on LIBOR plus 2.9% with a minimum
LIBOR rate of 1.5%.  Interest incremented to LIBOR plus 3.5% from
July 2009 through May 2010 and increased to LIBOR plus 4.0% from
June 2010 through May 2011.

As of July 29, 2011, the Company is in default on its Term Loan.
Accordingly, the lender is entitled to exercise various rights,
powers and remedies including acceleration of the Loan,
termination or suspension of all or any portion of advances or
disbursement of funds from restricted cash accounts, accrual of
interest at the default rate and the exercise of remedies under
collateral documents.  The Company is currently in discussions
with its lender to negotiate a restructuring of its debt.  If the
Company is not successful in a restructuring agreement or entering
into a transaction to address its liquidity and capital structure,
the note holders have the ability to demand accelerated repayment
of all amounts under the Term Loan.  The Company would not have
the liquidity to meet this demand.

According to the Company, these conditions raise substantial doubt
about its ability to continue as a going concern.

As reported in the TCR on March 29, 2011, Ernst & Young, in Las
Vegas, Nevada, expressed substantial doubt about Colony Resorts
LVH Acquisition's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has incurred recurring net losses and has a
working capital deficiency.

The District Court of Clark County appointed Ronald Paul Johnson
as receiver for the property and businesses, including the hotel
and gaming operations, of Colony Resorts LVH Acquisitions, LLC, as
reported by the TCR on Jan. 17, 2012.


COMMUNITY MEMORIAL: Cheboygan Hospital Files for Chapter 11
-----------------------------------------------------------
Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital in Cheboygan, Michigan, filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Mich. Case No. 12-20666) on March 1, 2012.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

                        Road to Bankruptcy

CEO Shari Schult explains in a court filing that although the
Debtor continued to provide critical services to the community,
patient admissions and, as a result, patient revenues, continued
to decline.  Net patient revenues have declined from $50.8 million
and $50.3 million in 2009 and 2010 respectively to $44.1 million
in 2011.  The loss of revenue and other factors contributed to the
Debtor reporting a net loss from operations of $(23.2) million and
net income of $(20.1) million dollars from 2008 to the present.

Mr. Schult also said that a new billing software implemented in
2009 resulted in a fragmented, redundant and confusing billing
system leading to a substantial and an unexpected increase in bad
debt expense.  The Debtor has experienced significant turnover in
key executive positions, which contributed to under-performing
operations.

                       Chapter 11 Sale Possible

The on-going financial distress born of the Debtor's operating
losses resulted in a significant deterioration of liquidity
necessary to continue operations.   The board of trustees
authorized the administration to commence a sale process, continue
restructuring efforts and prepare a plan for orderly wind down in
the event a successful result was not achieved.

Mr. Schult says that despite the Board's recent positive changes,
the cash reserves of the Debtor are ultimately not sufficient to
continue operation for any significant period of time outside the
protections of a chapter 11 bankruptcy.

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

The Debtor has roughly $12.8 million of secured debt resulting
from four different credit facilities.  First, Citizens National
Bank of Cheboygan loaned to the Debtor the principal sum of
$713,000, secured by mortgages on three parcels of real property
referred to as the "Lincoln Bridge Plaza."  The Economic
Development Corporation of the County of Cheboygan, with Citizens
as the bondholder, loaned to the Debtor the principal sum of
$1,600,000, and was also granted mortgages on the Lincoln Bridge
Plaza.  The EDCCC, with Citizens again as the bondholder, loaned
to the Debtor the additional principal sum of $4,300,000 and
received mortgages on the hospital main campus.  The United States
Department of Agriculture also loaned the Debtor $7,724,251 and
received mortgages on a to-be-constructed medical office building.

The Debtor filed typical first day motions, including proposals to
(i) continue using the existing cash management system, (ii) pay
sales and use taxes, (iii) pay prepetition wages and benefits, and
(iii) prohibit utilities from discontinuing service.

Mr. Schult says that the relief sought in each of the First Day
Motions constitutes a critical element in achieving a successful
restructuring process and possible sale of substantially all of
the Debtor's assets.


COMMUNITY MEMORIAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Community Memorial Hospital
          dba Cheboygan Memorial Hospital
        748 South Main Street
        Cheboygan, MI 49721

Bankruptcy Case No.: 12-20666

Chapter 11 Petition Date: March 1, 2012

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

Judge: Daniel S. Opperman

Debtor's Counsel: Shawn M. Riley, Esq.
                  MCDONALD HOPKINS LLC
                  600 Superior Avenue, East, Suite 2100
                  Cleveland, OH 44114-2653
                  Tel: (216) 348-5400
                  E-mail: sriley@mcdonaldhopkins.com

Debtor?s
Financial
Advisor:          CONWAY MACKENZIE INC.

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

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

The petition was signed by Shari Schult, CEO and CNO.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Northern Mi Hospital               Trade Debt             $754,387
416 Connable
Petoskey, MI 49770

Agility Health Inc.                Trade Debt             $351,562
607 Dewey Avenue NW
Grand Rapids, MI 49504

Munson Medical Center              Trade Debt             $302,287
P.O. BOX 1131
Traverse City, MI 49685-1131

Dell Perot Systems                 Trade Debt             $268,249
2300 W. Plano Parkway
Plano, TX 75075

State Of Michigan                  Provider Assessment    $277,826
P.O. Box 30437
Lansing, MI 48909

Healthcare Claims Solutions, Inc.  Trade Debt             $253,309
3460 S. Dixie Highway
Moraine, OH 45439

Alliance-HNI LLC                   Trade Debt             $192,455

Medical Information Technology     Trade Debt             $164,209
Inc.

Anesthesia Staffing Consultants    Trade Debt             $154,867

American United Life               Pension Payment        $113,386

MHA                                Insurance               $83,484

Consumer Energy                    Utility Services        $79,645

Life Care Sleep and Health Center  Trade Debt              $76,350

Sanofi Pasteur Inc.                Trade Debt              $75,663

MHA                                Insurance               $74,199

John E. Green Company              Trade Debt              $71,774

Phoenix Health Sys, Inc.           Trade Debt              $63,925

Gordon Food Service                Trade Debt              $52,719

Nantz Litowich Smith Girard        Legal Services          $52,438
& Hamil

3M                                 Professional Services   $47,973


COMPOSITE TECHNOLOGY: Plan Filing Exclusivity Expires March 6
-------------------------------------------------------------
Composite Technology Corporation and its affiliates obtained from
the U.S. Bankruptcy Court for the Central District of California
an extension of the Debtors' exclusive periods to file a Chapter
11 plan and solicit acceptances of that plan until March 6, 2012,
and May 6, 2012, respectively.

This is the second plan exclusivity extension sought by the
Debtors.  The Debtors told the Court that they will use the
additional 90 day extension to negotiate terms of consensual plans
with Partners for Growth II, LP, the Debtors' senior secured
creditor, and the Committee and other constituents in their cases.

                    About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation (CTC) -- http://www.compositetechcorp.com/-- is a
publicly traded company that owns all of the common stock of CTC
Cable Corporation and Stribog, Inc.  CTC Cable manufactured and
marketed innovative energy efficient renewable energy products for
the electrical utility industry.  Stribog operated a wind turbine
products business that was sold to Daewoo Shipbuilding and Marine
Engineering ("DSME") on Sept. 4, 2009, for $32.2 million in cash.
CTC Renewables is a dormant company.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  BCC
Advisory Services LLC, BCC Ho1dco LLC's FINRA registered
Broker/Dealer, serves as investment banker to provide exclusive
equity financing services and debt financing services.  Composite
Technology disclosed $5,855,670 in assets and $12,395,916 in
liabilities as of the Chapter 11 filing.

CTC Cable Corporation also filed for Chapter 11 (Bankr. C.D.
Calif. Case No. 11-15059) on April 10, 2011.  Stribog, Inc.
(Bankr. C.D. Calif. Case No. 11-15065) filed for Chapter 11
protection on April 11, 2011.  CTC Renewables Corp., a dormant
company (Bankr. C.D. Calif. Case No. 11-15130) filed for Chapter
11 protection on April 12, 2011.

The cases are jointly administered, with Composite Technology as
the lead case.  Garrick A. Hollander, Esq., Paul J. Couchot, Esq.,
and Richard H. Golubow, Esq., at Winthrop Couchot PC, in Newport
Beach, Calif.; and Sean A. Okeefe, at Okeefe & Associates Law
Corporation, in Newport Beach, Calif., serve as the Debtors'
bankruptcy counsel.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Debtor's cases.  Katherine C. Piper, Esq., at Steptoe & Johnson
LLP, in Los Angeles, Calif., represents the Committee.


COMPOSITE TECHNOLOGY: Landau Tapped to Pursue Claims vs. Insiders
-----------------------------------------------------------------
Composite Technology Corporation and its affiliates and the
official Committee of Unsecured Creditors of CTC Cable jointly
apply to the U.S. Bankruptcy Court for the Central District of
California for an order authorizing them to employ Landau
Gottfried & Berger LLP as special litigation counsel.

The Debtors and the CTC Committee have identified potential claims
against certain officers and directors of the Debtors based on,
among other things, breaches of fiduciary duty, dissipation of
corporate assets, self-dealing and the avoidance and recovery of
transfers made to or for the benefit of the insiders, which claims
may result in the estates' recovery of millions of dollars
available for distribution to creditors.

The Debtors and the Committee say that employing LG&B to prosecute
the Insider Claims is in the best interests of the Debtors'
estates and their creditors.

LG&B will be paid on a contingent fee basis and will be entitled
to seek compensation only if a recovery is obtained for the
Debtors' estates.

The fee to be paid to LG&B will be a percentage of the Litigation
Recoveries, depending on the state at which recovery is obtained.
The term "Litigation Recoveries" means the total of all amounts
received in connection with the Insider Claims, whether by way of
settlement, arbitration award or judgment, including any award of
attorneys' fees.

LG&B's fee will be calculated as follows:

  (a) 33% of Litigation Recoveries obtained prior to the original
      discovery cutoff date;

  (b) 37% of Litigation Recoveries obtained after the original
      discovery cutoff date and prior to the original scheduled
      trial date; and

  (c) 40% of Litigation Recoveries on or after the original
      scheduled trial date.

LG&B will also be reimbursed for reasonable costs and expenses.

Michael J. Gottfied, a partner at LG&B, says the firm is a
disinterested person as that term is defined by the Bankruptcy
Code, has no interest adverse to the Debtors and their creditors,
and is not related to either the bankruptcy judges in the district
or the United States Trustee.

LG&B ha no prepetition claims against the Debtors.

                    About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation (CTC) -- http://www.compositetechcorp.com/-- is a
publicly traded company that owns all of the common stock of CTC
Cable Corporation and Stribog, Inc.  CTC Cable manufactured and
marketed innovative energy efficient renewable energy products for
the electrical utility industry.  Stribog operated a wind turbine
products business that was sold to Daewoo Shipbuilding and Marine
Engineering ("DSME") on Sept. 4, 2009, for $32.2 million in cash.
CTC Renewables is a dormant company.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  BCC
Advisory Services LLC, BCC Ho1dco LLC's FINRA registered
Broker/Dealer, serves as investment banker to provide exclusive
equity financing services and debt financing services.  Composite
Technology disclosed $5,855,670 in assets and $12,395,916 in
liabilities as of the Chapter 11 filing.

CTC Cable Corporation also filed for Chapter 11 (Bankr. C.D.
Calif. Case No. 11-15059) on April 10, 2011.  Stribog, Inc.
(Bankr. C.D. Calif. Case No. 11-15065) filed for Chapter 11
protection on April 11, 2011.  CTC Renewables Corp., a dormant
company (Bankr. C.D. Calif. Case No. 11-15130) filed for Chapter
11 protection on April 12, 2011.

The cases are jointly administered, with Composite Technology as
the lead case.  Garrick A. Hollander, Esq., Paul J. Couchot, Esq.,
and Richard H. Golubow, Esq., at Winthrop Couchot PC, in Newport
Beach, Calif.; and Sean A. Okeefe, at Okeefe & Associates Law
Corporation, in Newport Beach, Calif., serve as the Debtors'
bankruptcy counsel.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Debtor's cases.  Katherine C. Piper, Esq., at Steptoe & Johnson
LLP, in Los Angeles, Calif., represents the Committee.


COMPOSITE TECHNOLOGY: Winthrop to Pursue Ch. 5 Avoidance Actions
----------------------------------------------------------------
Composite Technology Corp. and its affiliates ask the Bankruptcy
Court to enter an order amending the terms of the employment and
compensation of Winthrop Couchot Professional Corp. as its general
insolvency counsel.

The Debtors have identified millions of dollars of potential
avoidance actions against third parties which, if efficiency
pursued and subject to bona fide affirmative defense, could result
in the estates' successful avoidance and recovery of substantial
funds available for distribution to creditors.

The Debtors previously obtained an order employing Winthrop as
their general insolvency counsel effective as of April 10, 2011.
Work includes advising the Debtors concerning the requirements of
the Bankruptcy Code and applicable federal and local bankruptcy
rules.

Given the firm's knowledge of the Debtors and their business
affairs, the Debtors believe it is in the best interests of the
estates for the firm to initiate and prosecute litigation of
avoidance actions under Chapter 5 of the Bankruptcy Code.

                    About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation (CTC) -- http://www.compositetechcorp.com/-- is a
publicly traded company that owns all of the common stock of CTC
Cable Corporation and Stribog, Inc.  CTC Cable manufactured and
marketed innovative energy efficient renewable energy products for
the electrical utility industry.  Stribog operated a wind turbine
products business that was sold to Daewoo Shipbuilding and Marine
Engineering ("DSME") on Sept. 4, 2009, for $32.2 million in cash.
CTC Renewables is a dormant company.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  BCC
Advisory Services LLC, BCC Ho1dco LLC's FINRA registered
Broker/Dealer, serves as investment banker to provide exclusive
equity financing services and debt financing services.  Composite
Technology disclosed $5,855,670 in assets and $12,395,916 in
liabilities as of the Chapter 11 filing.

CTC Cable Corporation also filed for Chapter 11 (Bankr. C.D.
Calif. Case No. 11-15059) on April 10, 2011.  Stribog, Inc.
(Bankr. C.D. Calif. Case No. 11-15065) filed for Chapter 11
protection on April 11, 2011.  CTC Renewables Corp., a dormant
company (Bankr. C.D. Calif. Case No. 11-15130) filed for
Chapter 11 protection on April 12, 2011.

The cases are jointly administered, with Composite Technology as
the lead case.  Garrick A. Hollander, Esq., Paul J. Couchot, Esq.,
and Richard H. Golubow, Esq., at Winthrop Couchot PC, in Newport
Beach, Calif.; and Sean A. Okeefe, at Okeefe & Associates Law
Corporation, in Newport Beach, Calif., serve as the Debtors'
bankruptcy counsel.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Debtor's cases.  Katherine C. Piper, Esq., at Steptoe & Johnson
LLP, in Los Angeles, Calif., represents the Committee.


CONNAUGHT GROUP: Gets Court OK to Look for Buyer, Auction Assets
----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Stuart M. Bernstein on Thursday gave Connaught Group Ltd.,
maker of the Carlisle and Per Se clothing collections, the green
light to sell itself to the highest bidder.  Law360 says Judge
Bernstein granted that request and numerous other motions in the
case.

As reported in the Feb. 28 edition of the TCR, even though
Consensus Securities LLC marketed the assets prepetition, the
Debtors presented bid procedures without a deal with a stalking
horse bidder.  The procedures contemplate a March 22, 2012
deadline for submitting bids, a March 26 auction, and a sale
hearing on March 28.

The Debtors say that a sale of their businesses as a going concern
by selling substantially all of their assets is in the best
interest of all parties and will maximize value for the estates.
The Debtors maintain that an expeditious sale process can only
increase the value to the Debtors' creditors in addition to avoid
further deterioration of the Debtors' businesses, preserve trading
partners, and allow for the assumption and/or assignment of
certain executory contracts.

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

                       About Connaught Group

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

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

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

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

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

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


CORELOGIC INC: S&P Affirms 'BB' Corporate; Outlook Now Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on CoreLogic Inc., and revised the outlook to stable
from negative.

The outlook revision reflects Corelogic's conclusion of its
strategic evaluation, resulting in improved clarity of financial
policies and financial profile expectations.

"The rating incorporates our expectation that CoreLogic's
leadership position in key markets and focus on reducing costs
will support consistent profitability, despite our expectation for
lower U.S. mortgage originations in fiscal 2012. The ratings also
reflect our view that leverage will decrease to the 2.5x to 3.0x
range from about 3.0x at present, supported by the company's
plans for debt repayment. We note that CoreLogic is the surviving
company from the June 2010 spin-off of First American Corp.'s
financial services business," S&P said.

"With last-12-month revenues of $1.34 billion, CoreLogic provides
mortgage origination processing services (about 44% of 2011
revenues), mortgage analytical data (40%), and default management
services (16%). CoreLogic's 'fair' business risk profile reflects
a strong position in fragmented markets, offset by significant
customer concentration (the company's top 10 customers accounted
for about 40% of 2011 revenues) and vulnerability to economic and
credit cycles. Barriers to entry, which include the investment and
expertise CoreLogic requires to build the databases and analytics
at the core of the company's solutions, support the company's
market position," S&P said.

"CoreLogic's 'significant' financial risk reflects significant
earnings exposure to mortgage origination and servicing activity,
which the Mortgage Bankers Assn. expects will be weak in 2012. We
expect low-single-digit revenue growth and adjusted EBITDA margins
to remain in the low-20% area, with support from restructuring
actions and growth in data and analytics markets, mitigated by
weak mortgage originations. Adjusted debt to EBITDA was about 3x
as of Dec. 31, 2011. We note that revenues in the fourth quarter
of 2011 were $345 million, up about 4% from the prior-year period,
excluding 2011 acquisitions," S&P said.

"The company generated about $100 million of free operating cash
flow in 2011. Reductions in dividends from unconsolidated
investment affiliates have caused some volatility in cash flows,
but we expect annual free cash flow to be relatively stable. In
May 2011, CoreLogic acquired RP Data Ltd. for approximately $184
million. Although CoreLogic has been moderately acquisitive, the
company has very limited capacity for additional leverage at the
current rating," S&P said.


COUDERT BROTHERS: Circuit Has Landmark Choice-of-Law Ruling
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Manhattan ruled at the
end of February that when a plaintiff was forced to file a proof
of claim in New York to maintain the vitality of a pre-bankruptcy
lawsuit in Connecticut, the bankruptcy court should have applied
the state's choice-of-law rules in deciding if the claim was
timebarred.  The case involved an $85 million malpractice suit a
client filed in Connecticut against Coudert Brothers LLP before
the law firm went bankrupt in New York.  The client filed a proof
of claim, to which Coudert objected, saying it was barred by the
New York statute of limitations.

According to the report, the bankruptcy court agreed and dismissed
the suit.  The district court agreed and affirmed. Circuit Judge
Peter W. Hall reversed in a 19-page opinion, saying the bankruptcy
judge incorrectly applied dicta from a prior Second Circuit
opinion and should have used Connecticut's choice of law rules.

Mr. Rochelle says that in a ruling that may have application in
other areas, Judge Hall said that the client's filing of a proof
of claim "beyond doubt" was an "extension of the Connecticut"
lawsuit. He said that the client filed the proof of claim in New
York because "realistically, [it] had no other option."  Judge
Hall said the lawsuit and the claim were "functionally one and the
same."

The case is Stakek Corp. v. Development Specialists Inc.
(In re Coudert Bros. LLP), 10-2723, U.S. Court of Appeals for
the Second Circuit (Manhattan).

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  The U.S. Trustee for Region 2
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Brian F. Moore, Esq., and David J. Adler,
Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.


CPG INTERNATIONAL: Cut by Moody's to SGL-3; Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service has lowered the Speculative Grade
Liquidity (SGL) rating of CPG International Inc. (CPG) to SGL-3
from SGL-2 largely to reflect the contractual tightening of
covenants set to begin in June 2012. Concurrently, Moody's
affirmed the B2 Corporate Family Rating (CFR) and Probability of
Default Rating and the B2 to the $285 million first lien term loan
due 2017. The rating outlook remains stable.

The following ratings were affirmed:

B2 Corporate Family Rating;

B2 Probability of Default Rating; and

B2 (LGD4, 56% from 57%) to the $285 million first lien term loan
due 2017.

RATINGS RATIONALE

The downgrade of CPG's SGL rating to SGL-3 reflects Moody's
expectation that CPG will maintain an adequate liquidity profile
over the next twelve months. CPG's term loan contains a series of
meaningful step-downs to its leverage covenant that will tighten
the covenant to 4.75x in September 30, 2012 from 5.75x, and
continue thereafter. Moody's currently expects CPG to maintain
compliance over this period, however, weaker than anticipated
EBITDA performance and less than previously anticipated debt
reduction in 2011 have reduced Moody's expectation for covenant
headroom, particularly in March 2013 when CPG typically accesses
its revolver to fund working capital build for its early buy
program.

The SGL-3 incorporates Moody's expectation that CPG's $65 million
revolving credit facility will remain largely undrawn for the
majority of the year upon repayment of seasonal borrowings
necessary for the spring working capital build. Further, Moody's
expects free cash flow to be positive in 2012 and that cash
balances will build following the end of the first quarter.

The B2 CFR considers CPG's high leverage, just below 5.0x on a
Moody's adjusted basis, and volatile earnings, due to its exposure
to commodity prices (primarily resins) and the North American
construction cycle. Further, the rating is constrained by its
limited end market and customer diversification and CPG's
relatively small scale. The rating incorporates the company's
leading position in the niche synthetic building products market,
successful management of challenging market conditions over recent
years and adequate liquidity profile.

The ratings are unlikely to be upgraded prior to a permanent
reduction in debt that lowers Debt/EBITDA below 4.0x (including
Moody's standard adjustments) given the cyclicality of CPG's key
end-markets (residential construction and remodeling, commercial
construction and industrial). Downward ratings pressure could
occur if demand were to deteriorate such that earnings declines
result in leverage approaching 5.5x (including Moody's standard
adjustments). Further tightening of covenant headroom and/or a
weakening of the company's liquidity profile could result in a
negative rating action.

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

CPG International Inc. (CPG), headquartered in Scranton,
Pennsylvania, is a manufacturer and fabricator of engineered and
branded synthetic products designed to replace wood and metal in a
variety of building materials and industrial applications. Since
2005, AEA Investors LP and certain affiliates has owned a majority
interest in CPG. Sales for the twelve months ended September 30,
2011 were approximately $318 million.


CROSS BORDER: Board Stops Major Stockholder From Taking Action
--------------------------------------------------------------
The Board of Directors of Cross Border Resources, Inc.,
unanimously adopted an amendment to the Company's Bylaws amending
Article III, Section 13 to provide that stockholders may not act
by written consent.

This amendment was adopted by the Board to protect all
stockholders against a majority stockholder, or a group of
stockholders holding a majority of the outstanding common shares,
from taking actions without all stockholders having the
opportunity to participate in the debate, deliberation and voting
at a regularly scheduled annual or special meeting of
stockholders.

As previously reported by the TCR on Feb. 28, 2012, Red Mountain
Resources, Inc., Black Rock Capital, Inc., Alan W. Barksdale, Paul
N. Vassilakos, Richard Y. Roberts, Lynden B. Rose, Randell K. Ford
and William F. Miller, III, sought to add six independent
directors to the Company's Board because they do not believe the
current Board is acting in the best interests of the Company's
stockholders and that new independent directors are necessary in
order to enhance stockholder value.  The Group believes the
approval of the actions will provide the Issuer with qualified and
committed directors who, in accordance with their respective
fiduciary duties as directors, will provide proper oversight and
direct management to take decisive steps to maximizing stockholder
value.

The Board has unanimously agreed that the action by Red Mountain
is not in the best interests of the stockholders and has made the
changes to protect the ability of all stockholders to participate
in the election of directors at the Company's 2012 annual meeting
of stockholders.

Although the Company believes that this amendment and the
amendment to the Bylaws adopted on Nov. 14, 2011, renders the
consent solicitation invalid, it anticipates that it will
nevertheless file a preliminary consent revocation statement in
the near future with the Securities and Exchange Commission in
connection with the Red Mountain consent solicitation.

The Company has scheduled its 2012 annual meeting of stockholders
for May 9, 2012.  The meeting will be held at 3:00p.m. Central
Daylight Time at Hyatt Place San Antonio, 1610 East Sonterra
Boulevard, San Antonio, TX 78258.

As of Feb. 21, 2012, Red Mountain and its affiliates beneficially
own 6,973,589 shares of common stock of Cross Border, which
represents 38.1% of the shares outstanding.

                   About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas. Cross Border was formed effective Jan. 4, 2011,
following a merger between Doral Energy Corp. and the Pure Energy
Group.

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

Prior to the merger, MaloneBailey, LLP, in Houston, Texas, issued
a going concern qualification on Doral Energy following the
results for fiscal year ended July 31, 2010.  The auditor said
that negative working capital and recurring losses from operations
raise substantial doubt about Doral's ability to continue as a
going concern.

Cross Border reported a net loss of $471,068 on $5.59 million of
total revenues and gains for the nine months ended Sept. 30
2011, compared with net income of $755,244 on $3.34 million of
total revenues and gains for the same period the year before by
the predecessor entity.


CRYOPORT INC: James Flynn Discloses 9.2% Equity Stake
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, James E. Flynn and his affiliates disclosed that, as
of Feb. 22, 2012, they beneficially own 3,636,364 shares of common
stock of Cryoport, Inc., representing 9.27% of the shares
outstanding.  A full-text copy of the filing is available at
http://is.gd/wwkV5x

                        About CryoPort Inc.

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

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

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

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


CYBEX INTERNATIONAL: Now In Compliance With Nasdaq Listing Rules
----------------------------------------------------------------
Cybex International Inc. announced that the Nasdaq Stock Market
has confirmed that Cybex is now in compliance with all required
standards for continued listing on the Nasdaq Global Market by
curing the Company's previously reported deficiencies for failure
to comply with the minimum market value of publicly held shares
requirement of $5,000,000, the minimum stockholders' equity
requirement of $10 million and the minimum bid price requirement
of $1 per share.

On Feb. 15, 2012, the Company filed Form 8-K with the Securities
and Exchange Commission reflecting a stockholders' equity balance
in excess of $19 million.  Additionally, as of Feb. 17, 2012, the
bid price of the Company's common stock had closed above the $1.00
minimum requirement for a period of 10 consecutive trading days.
With a closing price above $1.00 for each of the ten days, the
Company evidenced a minimum market value of more than $5 million
for publicly held shares.

As previously reported, the Company had failed to comply with
several Nasdaq listing standards as a result of a product
liability judgment which has since been settled, all of which
deficiencies have now been cured.

"Cybex is pleased to report that it is in full compliance with the
requisite Nasdaq listing standards well before the stated
deadlines and in excess of the minimum requirement amounts," said
John Aglialoro, Cybex Chairman and CEO.  "With these achievements
now behind us, we look forward to concentrating our efforts on
continuing to build the world's most innovative and respected
fitness products and to bringing value to our shareholders,
employees and customers."

                     About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.

The net loss was $454,000 on $97.1 million of net sales for the
nine months ended Sept. 24, 2011, compared with a net loss of
$1.1 million on $83.0 million of net sales for the nine months
ended Sept. 25, 2010.

The Company's balance sheet at Sept. 24, 2011, showed
$87.8 million in total assets, $103.0 million in total
liabilities, and a stockholders' deficit of $15.2 million.

As reported in the TCR on April 8, 2011, KPMG LLP, in Pittsburgh,
Pa., expressed substantial doubt about Cybex International's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that a December 2010 jury verdict in a product
liability suit apportions a significant amount of liability to the
Company.  "The Company does not have the resources to satisfy a
judgment in this matter that has not been substantially reduced
from the jury verdict, which raises substantial doubt about the
Company's ability to continue as a going concern."


DAVIS TRAILER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Davis Trailer & Equipment, Inc.
        7609 Colonel Glenn Rd.
        Little Rock, AR 72204

Bankruptcy Case No.: 12-11154

Chapter 11 Petition Date: February 28, 2012

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Frederick S. Wetzel, Esq.
                  FREDERICK S. WETZEL, P.A.
                  200 North State Street, Suite 200
                  Little Rock, AR 72201
                  Tel: (501) 663-0535
                  E-mail: frederickwetzel@sbcglobal.net

Scheduled Assets: $4,106,339

Scheduled Liabilities: $1,751,209

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/areb12-11154.pdf

The petition was signed by Chet Mercer, president.


DDR CORP: S&P Affirms 'BB' Corporate Credit Rating
--------------------------------------------------
Standard Poor's Ratings Services revised its outlook on DDR Corp.
to positive from stable and affirmed its 'BB' corporate credit
rating on the company. "Additionally, we affirmed our 'BB+' rating
on the company's senior unsecured notes. We also maintain a '2'
recovery rating on the company's senior unsecured notes. These
rating actions affect roughly $2.1 billion of rated debt," S&P
said.

"We revised our outlook on DDR Corp. to positive to reflect
continued improvement in the company's operating performance and
execution of capital transactions that further reduce leverage and
extend debt tenor," said credit analyst Matthew Lynam. "Leasing
remained strong in the fourth quarter ended Dec. 31, 2011, as both
occupancy and rental rates increased and same-store net operating
income (NOI) grew for the seventh consecutive quarter."

"The positive outlook reflects our belief that DDR's FCC measures
will begin to improve in the next 12 months, as new lease
commencements accelerate in the back half of 2012. We would
consider raising our corporate credit rating if S&P-calculated FCC
strengthens to 1.8x, the common dividend remains adequately
covered, and debt-to-EBITDA (including the company's pro rata
share of joint venture debt) falls to the company's stated low 7x
target range. Although we presently believe it is unlikely in the
near term, we would consider lowering the corporate credit rating
if leverage or liquidity materially weakened," S&P said.


DESERT RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Desert Restaurant Ventures, LLC
        30011 Ivy Glenn Drive
        Suite 115
        Laguna Niguel, CA 92677

Bankruptcy Case No.: 12-12502

Chapter 11 Petition Date: February 28, 2012

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

Judge: Catherine E. Bauer

Debtor's Counsel: Todd C. Ringstad, Esq.
                  RINGSTAD & SANDERS LLP
                  2030 Main St. #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450
                  E-mail: becky@ringstadlaw.com

Scheduled Assets: $503,855

Scheduled Liabilities: $5,304,375

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-12502.pdf

The petition was signed by Dara Dejbakhsh, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Arcadia Restaurant Ventures LLC        12-12507   02/28/12


DJA ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: DJA Enterprises Inc., a California Corporation
        1485 San Clemente Circle
        Corona, CA 92882

Bankruptcy Case No.: 12-14748

Chapter 11 Petition Date: February 26, 2012

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Mark S. Wallace

Debtor's Counsel: David T Egli, Esq.
                  LAW OFFICE OF DAVID T EGLI
                  6942 Ed Perkic St Ste A
                  Riverside, CA 92504
                  Tel: (951) 710-3536
                  Fax: (951) 840-2285
                  E-mail: daveegli@aol.com

Scheduled Assets: $2,100,000

Scheduled Liabilities: $2,312,395

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-14748.pdf

The petition was signed by Don Aldred, president.


EDGEN MURRAY: Incurs $24.5 Million Net Loss in 2011
---------------------------------------------------
Edgen Murray II, L.P., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$24.52 million on $911.61 million of sales in 2011, a net loss of
$98.28 million on $627.71 million of sales in 2010, and a net loss
of $20.88 million on $773.32 million of sales in 2009.

The Company's balance sheet as of Dec. 31, 2011, showed
$551.05 million in total assets, $706.11 million in total
liabilities and a $155.05 million total deficit.

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

                        http://is.gd/Fi1h0F

                         About Edgen Murray

Edgen Murray II L.P., headquartered in Baton Rouge, Louisiana, is
a distributor of carbon steel and alloy products for use primarily
in specialized applications in the energy and niche industrial
segments.  The company operates on a global basis, with
approximately one-third of its sales generated outside of the
Americas, and has distribution centers in five countries to
facilitate timely deliveries to companies and contractors engaged
in the development of new energy infrastructure projects and the
maintenance of existing facilities.  In 2010, Edgen Murray had
sales of $628 million.  The company is primarily owned by
Jefferies Capital Partners, certain co-investors and members of
senior management.

                           *     *     *

As reported by the TCR on April 11, 2011, Moody's Investors
Service lowered Edgen Murray II, L.P.'s probability of default
rating (PDR) to Caa2 from Caa1, its corporate family rating (CFR)
to Caa3 from Caa1 and the company's 12.25% senior secured notes to
Caa3 from Caa2.  The downgrade was prompted by Edgen Murray's
continuing weak performance even as many of its peers began to
benefit in 2010 from higher oil prices, a higher rig count for oil
drilling, and increased drilling in and production from
alternative shale plays.

In September 2010, Standard & Poor's Ratings Services said that it
lowered its corporate credit rating on Edgen Murray II L.P. to 'B-
' from 'B'.  The rating outlook is stable.

"The downgrade reflects S&P's expectation that 2010 EBITDA will
likely be around $30 million, materially lower than its previous
expectation of about $55 million, due to ongoing weakness in the
company's Western Hemisphere segment as a result of lower capital
spending on projects in the region," said Standard & Poor's credit
analyst Sherwin Brandford.


EDISON MISSION: Swings to $1.07 Billion Loss in 2011
----------------------------------------------------
Edison Mission Energy filed with the U.S. Securities and Exchange
Commission an annual report on Form 10-K disclosing a net loss of
$1.07 billion on $2.18 billion of operating revenues for the year
ended Dec. 31, 2011, compared with net income of $163 million on
$2.42 billion of operating revenue during the prior year.

EME had a core loss in 2011 compared to core earnings in 2010
primarily due to the following pre-tax items:

    * $206 million and $122 million decreases in Midwest
Generation and Homer City income, respectively, primarily due to
lower average realized energy and capacity prices and generation.

    * $60 million increase in interest expense due to new energy
project financings ($33 million) and lower capitalized interest
($27 million).

    * $36 million decrease in energy trading due to reduced
revenues from trading power contracts and the allocation to Homer
City of benefits from an arrangement that allows EMMT to deliver a
portion of Homer City's power into the NYISO (such decrease
resulting from that allocation is offset by revenues recognized at
Homer City).

    * The decrease was partially offset by an $18 million increase
in renewable energy income due to the increase in wind projects in
operation coupled with higher generation due to more favorable
wind conditions, partially offset by lower realized energy prices
at the merchant wind projects.

The Company's balance sheet at Dec. 31, 2011, showed $8.32 billion
in total assets, $6.66 billion in total liabilities, and
$1.66 billion in total equity.

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

                        http://is.gd/sZGi4r

                        About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or
leased interests in 39 operating projects with an aggregate net
physical capacity of 10,979 MW of which EME's pro rata share was
9,852 MW.  At Dec. 31, 2010, EME's subsidiaries and affiliates
also owned four wind projects under construction totaling 480 MW
of net generating capacity.


EDISON MISSION: S&P Lowers Corporate Credit Rating to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Edison Mission Energy (EME) and its subsidiaries Midwest
Generation LLC (Midwest Gen) and Edison Mission Marketing &
Trading, Inc. (EMMT), to 'CCC+' from 'B-' based on greater
refinance risk in 2013 due to lower cash flow over the medium term
and reduced liquidity. The outlook is negative.

"We lowered our issue rating on Homer City Funding LLC's senior
secured notes to 'B' from 'B+' based on our expectations of
transaction stress because Homer City is unlikely to make the
equity rent payment in April 2012 and exhibits low future debt
service coverage ratios based on our base case forecast. We
have placed the rating on CreditWatch negative pending further
analysis," S&P said.

"We think the risk that EME will be unable to refinance its $500
million notes in June 2013 on reasonable terms is greater because
of reduced future cash flows driven by low natural gas prices and
lower company liquidity. The company's decision to terminate the
$564 million revolver at EME matures in summer 2012 worsens its
liquidity position, which we already viewed as less than adequate.
Other factors negatively affecting liquidity build-up are much
higher coal costs at Midwest Gen under new supply contracts and
the $185 million refund payment in 2012 from EME to parent Edison
International (EIX) under their tax-sharing agreement," S&P said.

"Offsetting some of this liquidity reduction is the decline in
capital expenditures from previous estimates to meet environmental
requirements at Midwest Gen. EME forecasts compliance with
emission regulations will require capital expenditures of up to
about $628 million for the large units (Powerton, Joliet 7 and 8,
and Will County) and an additional $235 million for Joliet 6 and
Waukegan. Also, EME has levered up some wind power assets that it
had funded fully with equity, improving the current EME corporate
cash and cash equivalent position to $951 million. Importantly,
EME forecasts that it will be able to monetize its tax benefits
under the EIX tax-sharing agreement from 2013 to 2016. As of Dec.
31, 2011, EME had recorded deferred tax assets of $520 million
related to loss carry--forwards and unused credits--which, if
realized, would provide a huge liquidity boost. Finally, the
company benefits from a portion of earnings from other assets and
activities that are more predictable," S&P said.

"Homer City remains a challenge, due to lower cash flow prospects
with current low natural gas prices and a large capital
expenditures requirement for environmental compliance. We do not
assume EME will receive any significant cash flow from Homer City
over the next few years given the project's low cash flow
expectations. We think it likely that Homer City will be unable to
meet all of its debt obligations in the next few years given low
cash flow prospects and high rent service. Favorably, total rent
service declines substantially in 2015 from current levels. A
failure to pay the April 2012 equity rent will not enable Homer
City debt holders to accelerate repayment, but could result in a
transaction stress that we are investigating further. The failure
of Homer City to pay the equity rent could lead to a termination
of the letter of credit (LOC) backing up the senior rent payment
reserve. If that LOC is terminated, we think Homer City would be
unable to fund this reserve from cash or a replacement LOC, and
that may lead to a lease termination in the worst scenario. EME
and GE Capital are discussing options. In addition, the project
needs sulfur dioxide and particulate emissions control
investments, currently projected to cost about $700 to 750
million. EME is not able or willing to fund any equity component
of such an investment and is discussing the funding of capital
improvements at Homer City with GE Capital," S&P said.

"The negative outlook on EME, Midwest Gen, and EMMT reflects
higher refinancing risk due to tightening liquidity situation and
declining financial performance. Developments that could lead to a
rating decline include further deterioration in financial
performance or increased uncertainty about EME's ability to roll
over its $500 million notes maturing in June 2013," S&P said.

"The negative CreditWatch listing on Homer City's debt reflects
weaker financial performance, heightened risk from the expected
failure to make the equity rent payment in April 2012, and
uncertainty of obtaining funding for the required emissions
reductions," S&P said.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that the $1.196 billion in 7 percent senior unsecured notes
maturing in 2017 last traded Feb. 29 for 65.5 cents on the dollar,
to yield 17.329 percent, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.


ELEPHANT & CASTLE: Phoenix Served as Advisor in $22.7-Mil. Sale
---------------------------------------------------------------
Phoenix disclosed that it has recently served as Chief
Restructuring Advisor to Elephant & Castle Group, Inc.  Elephant &
Castle has now sold substantially all of its assets to Original
Joe's Acquisition Corporation for $22,750,000 in a sale that was
consummated pursuant to section 363 of the U.S. Bankruptcy Code.
The transaction closed Feb. 4, 2012.  Mitchell B. Arden, Senior
Managing Director and Shareholder of Phoenix, and Joseph Nappi, a
Phoenix Director, worked closely with Elephant & Castle's
management team, board of directors, Eckert Seamans (Debtor
Counsel) and BellMark Partners (Debtor's investment bankers) as
well as other professionals throughout the course of the
bankruptcy.

            About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  Repechage Investments'
estimated assets and debts at $10 million to $50 million.  Other
Debtors' estimated assets and debts at $0 to $10 million.

Eckert Seamans Chein & Mellott, LLC, represent the Debtors as
counsel and BellMark Partners, LLC as financial advisor.  Epiq
Bankruptcy Solutions, LLC as claims, noticing and balloting agent.
Phoenix Management serves as the Company's Chief Restructuring
Advisor.

FTI Consulting, Inc., is the Official Committee of Unsecured
Creditors' financial advisors.  Goulston & Storrs, P.C., is the
Committee's counsel.


ENERGY FUTURE: Completes Offering of $350 Million Senior Notes
--------------------------------------------------------------
Energy Future Intermediate Holding Company LLC, a wholly-owned
subsidiary of Energy Future Holdings Corp., and EFIH Finance Inc.,
a direct, wholly-owned subsidiary of EFIH, completed an offering
of $350 million in aggregate principal amount of additional
11.750% Senior Secured Second Lien Notes due 2022 in a private
placement conducted pursuant to the exemptions from registration
contained in Rule 144A and Regulation S under the Securities Act
of 1933, as amended.  The Additional Notes are being offered as
additional notes under the Indenture, dated as of April 25, 2011,
as supplemented by the First Supplemental Indenture, dated as of
Feb. 6, 2012, and the Second Supplemental Indenture, dated as of
Feb. 28, 2012, between the Issuer and The Bank of New York Mellon
Trust Company, N.A., as trustee, pursuant to which the Issuer
previously issued $406 million aggregate principal amount of its
11% Senior Secured Second Lien Notes due 2021 and $800 million
aggregate principal amount of its 11.750% Senior Secured Second
Lien Notes due 2022.  The Additional Notes have identical terms,
other than the issue date and issue price, will be fungible with,
and constitute part of the same series as, the Initial Notes.
The Notes will mature on March 1, 2022.  Interest on the Notes is
payable in cash semiannually in arrears on March 1 and September 1
of each year at a fixed rate of 11.750% per annum, commencing on
Sept. 1, 2012.

The Notes are secured equally and ratably with the 2021 Notes, on
a second-priority basis, by the pledge of all membership interests
and other investments EFIH owns or holds in Oncor Electric
Delivery Holdings Company LLC or any of Oncor Holdings'
subsidiaries.

The Issuer may redeem the Notes, in whole or in part, at any time
on or after March 1, 2017, at specified redemption prices, plus
accrued and unpaid interest, if any.  In addition, before March 1,
2015, the Issuer may redeem up to 35% of the aggregate principal
amount of the Notes from time to time at a redemption price of
111.750% of the aggregate principal amount of the Notes, plus
accrued and unpaid interest, if any, with the net cash proceeds of
certain equity offerings.  The Issuer may also redeem the Notes at
any time prior to March 1, 2017, at a price equal to 100% of their
principal amount, plus accrued and unpaid interest and a "make-
whole" premium.  Upon the occurrence of a change in control, the
Issuer must offer to repurchase the Notes at 101% of their
principal amount, plus accrued and unpaid interest, if any.

The Additional Notes have not been registered under the Securities
Act, or the securities laws of any state or other jurisdiction,
and may not be offered or sold in the United States without
registration or an applicable exemption from the Securities Act
and applicable state securities laws.

Registration Rights Agreement

On Feb. 28, 2012, the Issuer also entered into a registration
rights agreement among the Issuer and the initial purchasers named
therein.  Pursuant to the Registration Rights Agreement, the
Issuer has agreed to register with the United States Securities
and Exchange Commission notes having substantially identical terms
as the Additional Notes as part of an offer to exchange those
registered notes for the Additional Notes and to complete that
exchange offer no later than 365 days after Feb. 6, 2012.  The
Issuer has also agreed to file a "shelf" registration statement
under certain circumstances to cover resales of the Additional
Notes.  If those obligations are not satisfied, the annual
interest rate on the Additional Notes will increase by 25 basis
points for the first 90-day period during which a Registration
Default continues, and thereafter the annual interest rate on the
Additional Notes will increase by 50 basis points over the
original interest rate for the remaining period during which the
Registration Default continues.  If the Registration Default is
corrected, the applicable interest rate on such notes will revert
to the original level.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

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

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

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


EPICEPT CORP: Incurs $3.4 Million Net Loss in Fourth Quarter
------------------------------------------------------------
EpiCept Corporation reported a net loss of $3.45 million on
$207,000 of total net revenues for the three months ended Dec. 31,
2011, compared with a net loss of $2.97 million on $291,000 of
total net revenues for the same period a year ago.

The Company reported a net loss of $15.65 million on $944,000 of
total net revenues for the year ended Dec. 31, 2011, compared with
a net loss of $15.53 million on $994,000 of total net revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $7.52 million
in total assets, $24.30 million in total liabilities and a $17.14
million total stockholders' deficit.

"EpiCept has marked several important achievements and milestones
since our last quarterly report," stated Jack Talley, EpiCept
President and CEO.  "Our most significant milestone was the
outcome of our End-of-Phase II meeting with the U.S. Food and Drug
Administration (FDA) concerning AmiKet, a combination topical
cream of amitriptyline 4% and ketamine 2%. We were pleased to
receive FDA approval to start Phase III activities with AmiKet.
We were also delighted with the encouragement we received from the
FDA to file for Fast Track status and a suggestion to consider
alternative strategies with respect to the type of confirmatory
pivotal study needed to file a New Drug Application (NDA).  The
granting of Fast Track status should provide us the opportunity to
regularly consult with the FDA in order to determine the optimum
path towards approval.  We believe that the meaningful guidance
provided to us by the FDA will positively advance our ongoing
discussions with several potential partners identified by SunTrust
Robinson Humphrey."

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

                       http://is.gd/UpuUaW

                    About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company's recurring losses from operations and the Company's
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern and, as a result, the Company's
independent registered public accounting firm, Deloitte & Touche
LLP, in Parsippany, New Jersey, included an explanatory paragraph
in its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2010, which was included in our Annual
Report on Form 10-K, with respect to this uncertainty.


FANNIE MAE: Incurs $16.85 Billion Net Loss in 2011
--------------------------------------------------
Federal National Mortgage Association filed with the U.S.
Securities and Exchange Commission an annual report on Form 10-K
disclosing a net loss of $16.85 billion on $142.94 billion of
total interest income in 2011, a net loss of $14.01 billion on
$154.27 billion of total interest income in 2010, and a net loss
of $72.02 billion on $39.35 billion of total interest income in
2009.

The Company's balance sheet as of Dec. 31, 2011, showed
$3.21 trillion in total assets, $3.21 trillion in total
liabilities and a $4.57 billion total deficit.

"While economic factors such as falling home prices and high
unemployment produced strong headwinds for our business again in
2011, we continued to grow a very strong new book of business as
we have since 2009.  During the year, Fannie Mae funded the market
with more than $650 billion in liquidity and maintained its focus
on strengthening Fannie Mae's ability to support and improve the
housing industry," said Michael J. Williams, president and chief
executive officer.  "For example, since 2009, we have set industry
standards for underwriting that promote sustainable homeownership
and affordable rental housing.  Families across America also have
benefited from efforts by Fannie Mae to enable homeowners to
refinance 6.6 million mortgages, 1.9 million households to
purchase a home, and provided financing for over 1.1 million units
of quality rental housing."

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

                        http://is.gd/fBCZKI

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FEDERATED SPORTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Federated Sports & Gaming, Inc.
        2 Wisconsin Circle, Suite 300
        Chevy Chase, MD 20815

Bankruptcy Case No.: 12-13521

Chapter 11 Petition Date: February 28, 2012

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

Judge: Wendelin I. Lipp

Debtor's Counsel: Stephen A. Metz, Esq.
                  SHULMAN, ROGERS, GANDAL, PRODY & ECKER, P.A.
                  12505 Park Potomac Avenue, 6th Floor
                  Potomac, MD 20854
                  Tel: (301) 230-6564
                  Fax: (301) 230-2891
                  E-mail: smetz@shulmanrogers.com

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

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

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Federated Heartland, Inc.              12-13523   02/28/12
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by David Goldberg, co-chief executive
officer.

A list of Federated Sports' 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb12-13521.pdf

A list of Federated Heartland's two largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mdb12-13523.pdf


FRIENDFINDER NETWORKS: AdultFriendFinder.com Declines, Cut to B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Boca Raton, Fla.-based FriendFinder Networks Inc.
to 'B-' from 'B'. "All issue-level ratings on the company's debt
have also been lowered by one notch in conjunction with the
downgrade. In addition, we have placed the ratings on CreditWatch
with negative implications," S&P said.

"The rating actions reflect the uncertainty around paid adult
social media and daily deals Web sites, and the potential
repercussions for FriendFinder's credit profile. As stated in our
Nov. 21, 2011 research update report, our view on FriendFinder
reflects 'the company's declining paid subscriptions and
the likelihood that operating results will continue to be weak
over the near term.' We expect that continued economic headwinds
and negative business momentum will remain a drag on results.
Total subscribers at the company's adult Web sites, primarily
AdultFriendFinder.com, fell 13% during the 12 months ending Sept.
30, 2011. Revenue has fallen during each of the first three
quarters of 2011," S&P said.

"The negative CreditWatch implications reflect our view of the
difficulty that FriendFinder faces in reversing current negative
trends in subscriber growth and revenues. We could lower the
rating if subscriber levels and revenues continue to decline and
financial metrics continue to deteriorate," S&P said.


FUSION TELECOMMUNICATIONS: 9 Directors Elected at Annual Meeting
----------------------------------------------------------------
Fusion Telecommunications International, Inc., held its 2011
annual meeting of stockholders on Feb. 27, 2012 at the company's
principal office in New York.

Two Company's stockholders: (1) elected nine directors to the
Company's Board of Directors to serve until the next annual
meeting of stockholders, and (2) the ratified of the appointment
of Rothstein, Kass,.to act as the Company's Independent Registered
Public Accountants for the fiscal year ended Dec. 31, 2011.

The newly elected directors are:

   (a) Marvin S. Rosen;
   (b) Matthew D. Rosen;
   (c) Philip D. Turits;
   (d) Alan E. Brumberger;
   (e) Julius Erving;
   (f) Paul C. O'Brien;
   (g) Michael J. Del Guidice;
   (h) Larry Blum; and
   (i) William Rubin.

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion Telecommunications reported a net loss of $5.8 million in
2010 and a net loss of $9.6 million in 2009.  The Company reported
a net loss of $3.54 million for the nine months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2011, showed
$4.71 million in total assets, $14.99 million in total
liabilities, and a $10.28 million total stockholders' deficit.

As reported by the TCR on April 26, 2011, Rothstein, Kass &
Company, P.C., in Roseland, New Jersey, expressed substantial
doubt about Fusion Telecommunications' ability to continue as a
going concern.  The independent auditors noted that the Company
the Company has negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations.


GENERAL MARITIME: To Present Plan for Confirmation April 25
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the disclosure statement filed in connection with
General Maritime Corporation's proposed Joint Plan of
Reorganization.

Approval of the Disclosure Statement allows General Maritime to
solicit approval of the Plan from its creditors.

The hearing to consider approval of the Plan by the Bankruptcy
Court is scheduled to commence on April 25, 2012.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that at the hearing on the Disclosure Statement, the
Debtor overcame opposition from the creditors' committee, which
contended the plan is "patently unconfirmable."  The judge
explained to the committee that their objections can be heard
again at the confirmation hearing for approval of the plan.  In
the meantime, the committee should conduct investigations to turn
up facts supporting the allegations, the judge said.

General Maritime has made substantial progress in its ongoing
restructuring efforts and intends to continue working with its
stakeholders to position the Company for long-term growth as a
leading provider of international seaborne oil transportation
services.  Under the Plan, the Company will receive an infusion of
$175 million in new capital from funds managed by Oaktree Capital
Management, L.P.  The Plan also allows general unsecured creditors
to participate in the new equity investment on the same economic
terms as Oaktree through the rights offering described below.  In
addition, holders of general unsecured claims against General
Maritime Corporation will receive their pro rata share of warrants
to purchase 2.5% of the new equity of the reorganized Company.

Following the completion of the restructuring process, General
Maritime will continue to operate as a going concern and will
reduce its funded indebtedness by approximately $600 million.  The
Plan is supported by Oaktree and the Company's banks, which
together hold over two-thirds of the claims against the Company.
The Company notes that discussions are ongoing with the Creditors'
Committee and certain other holders of Senior Note Claims, and the
Company is hopeful that consensus on the Plan will be reached.

The Plan is subject to confirmation by the Bankruptcy Court. This
release is not intended as a solicitation for a vote on the Plan.

In connection with its approval of the Disclosure Statement, the
Bankruptcy Court also set Feb. 28, 2012 as the voting record date
for holders of claims and equity interests in the Debtors.  The
Disclosure Statement, including the Plan and voting ballots, is
expected to be mailed to record holders not later than March 6,
2012.  The voting period for the Plan ends on April 10, 2012 at
5:00 p.m. Eastern Time.

General Maritime also announced today that the Court has approved
the procedures required to conduct its rights offering. Under the
terms of the rights offering:

General unsecured creditors who are eligible to participate under
applicable securities laws will have the ability to purchase up to
17.5% of the equity in the reorganized Company for $61.25 million,
at a subscription price of $36.84 per share;

To the extent that the rights offering is not fully subscribed by
general unsecured creditors, Oaktree is committed to purchase any
unsubscribed rights;

General unsecured creditors not eligible to participate in the
rights offering will receive the cash equivalent of the right to
participate in the offering, approximately equal to a 0.75%
recovery on their unsecured claims;

To participate in the rights offering or to receive the cash
equivalent, general unsecured creditors must return an investor
certificate certifying whether or not they are qualified
institutional buyers or accredited investors under applicable
securities laws.

                        Plan Exclusivity

Saying it was acting through an "abundance of caution," General
Maritime filed a motion to extend the exclusive right to propose a
Chapter 11 plan. If granted by the court at a March 15 hearing,
the new deadline will be May 15.

                      About General Maritime

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

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

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

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

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

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

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

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

The Company filed a proposed Chapter 11 plan on Jan. 31, 2012, to
implement an agreement reached prepetition with affiliates of
Oaktree Capital Management LP, the leader of a group of lenders on
three credits totaling more than $1 billion.  The Oaktree group is
to invest $175 million while converting secured debt to equity.
The Plan contemplates a $61.25 million rights offering where
holders of general unsecured claims will have the opportunity to
purchase up to 17.5% of the new equity of the reorganized Company.


GENERAL MOTORS: $367MM Hedge Fund Deal Was Signed After Ch. 11
--------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that Motors
Liquidation Co. on Thursday asked a New York bankruptcy court to
equitably subordinate a slew of hedge fund noteholders' claims in
its Chapter 11 proceedings based on a $367 million settlement
signed the same day, but hours after, it filed for bankruptcy.

In its adversary proceeding, the former General Motors Corp. says
the hedge funds bullied it into signing the agreement, which
includes the $367 million cash payment as well as the allowance of
$2.67 billion in claims against old GM's estate, according to
Law360.

                        About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GENERAL MOTORS: Moody's Says Peugeot Alliance No Rating Impact
--------------------------------------------------------------
Moody's Investors Service does not expect the alliance between
General Motors Company (GM) and PSA Peugeot Citroen (Peugeot) to
have a material impact on the intermediateterm credit profile of
either company.

Consequently, GM's Corporate Family Rating is unchanged at Ba1
with a positive outlook. Peugeot's Baa3 long-term rating is under
review for possible downgrade.


GLOBAL CASH: S&P Affirms 'BB-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Rating Services raised its issue-level rating on
Global Cash Access Inc.'s (GCA) $245 million senior secured first-
lien credit facility to 'BB' (one notch higher than the corporate
credit rating) from 'BB-'. The facility consists of a $35 million
revolving credit facility and a $210 million term loan.

"We also revised our recovery ratings on this debt to '2' from
'3'. The '2' recovery rating indicates our expectation for
substantial (70%-90%) recovery in the event of a payment default,"
S&P said.

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

"The ratings on GCA reflect its high customer concentration, niche
product focus, and lack of international diversification," said
Standard & Poor's credit analyst Alfred Bonfantini, "along with
recent pricing pressures and a still-sluggish gaming environment.
However, GCA's financial profile provides a cushion within its
existing rating to absorb the persistent weak operational
developments. Furthermore, the company has a clear market
leadership position in its niche, a solid base of recurring
revenues stemming from long-term contracts, and a high contract
renewal rate."

"GCA is the gaming industry's leading provider of transaction-
processing services and technology products that dispense cash to
customers on the casino floor. The company's ATMs and cash access
services distribute cash and cash advances through ATM, debit, and
credit card transactions; and its software platforms, gaming
patron database, and workstations for casino cashiers help casinos
manage credit risk and marketing efforts. The company's ATM and
cash access services account for about 90% of revenues," S&P said.

"The outlook is stable, reflecting GCA's solid financial metrics,
clear market leadership position, successful resigning of the
majority of contracts up for renewal, and a slowly improving
operating environment. We could upgrade the company to 'BB' if it
can reduce and sustain leverage in the low-2x area by continuing
to repay debt or through more favorable growth dynamics, providing
greater clarity on its financial policy, and continuing to
successfully renew and win contracts without significant pricing
pressure. A downgrade is unlikely over the near term, absent a
large, unforeseen debt-financed acquisition or share repurchase,
which causes leverage to rise and stay above 4x," S&P said.


GRUBB & ELLIS: To Make Loans to Brokers, Not Pay Commissions
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Grubb & Ellis Co. doesn't plan to pay its
brokers for commissions earned before bankruptcy, the debtor is
proposing a program where brokers can receive loans equal to 70%
of the cash commissions the company received before bankruptcy.  A
loan will be forgiven if the broker remains with Grubb & Ellis for
two or three years, depending on the size of the loan.  Without
approval of the loan program, G&E says the ability to survive and
be sold as a going concern will be "imperiled."  In addition to
loans for brokers the company employs, G&E wants the bankruptcy
judge to approve paying a total of as much as $850,000 to so-
called co-brokers who earned part of commissions received before
bankruptcy.  A hearing will be held March 16 for approval of the
loan program.

To provide cash to pay the loans, the company will ask the judge
at the same March 16 hearing to approve enlarging the interim loan
by $10 million, to $15.5 million.

                        Sale of Business

According to the Bloomberg report, the newly appointed creditors'
committee filed papers opposing a quick sale of the business.  The
absence of a competitive bid at auction "guarantees" there will be
no recovery by unsecured creditors, the committee said.  The
committee contends that sale procedures are pitched so that there
will be no competing offer. As evidence, the committee points to
what it calls an "extremely abbreviated sale timeline" and an
excessive breakup fee.

                        About Grubb & Ellis

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

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

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

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

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

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


GUITAR CENTER: Moody's Affirms 'Caa2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service revised Guitar Center Holdings, Inc.
Speculative Grade Liquidity rating to SGL-3 (adequate) from SGL-2
(good). All other ratings, including the Caa2 Corporate Family
Rating, is affirmed. The rating outlook remains stable.

RATINGS RATIONALE

The change in liquidity rating to SGL-3 reflects Moody's
expectation that Guitar Center will likely draw down further on
its excess cash balances to fund its operations as well as to pay
a portion of the principal that is due on its senior notes in
April 2013. At December 31, 2011, Guitar Center had about $106
million in cash. Going forward, Moody's anticipates that Guitar
Center's cash will be about $50 million at its low point, assuming
it opts to defer paying a portion of its cash interest. The change
in liquidity rating also reflects that Guitar Center will likely
need to borrow under its $375 million asset based revolving credit
facility to pay the remaining amount of the notes due reducing the
amount of excess availability.

Guitar Center's adequate liquidity is bolstered by its ability to
defer paying a portion of its cash interest on its senior
unsecured notes. Moody's believes that this will reduce the amount
of negative free cash flow that Guitar Center will generate and
will allow Guitar Center to cover its free cash flow
deficit(excluding the principal amount that is due under its
notes) with its excess cash balances.

This rating is downgraded:

Speculative Grade Liquidity rating to SGL-3 from SGL-2

The following ratings are affirmed and LGD point estimates
changed:

For Guitar Center Holdings, Inc.

Corporate Family Rating at Caa2

Probability of Default Rating at Caa2

For Guitar Center Inc.

Senior secured bank credit facility at Caa1 (LGD 3, to 37% from
33%)

Guitar Center's Caa2 Corporate Family Rating reflects that it is
unable to fully cover its interest expense as reflected by EBITA
to interest expense of 0.8 times. The rating also reflects Guitar
Center's very high leverage with debt to EBITDA of 8.3 times.
Moody's views Guitar Center's capital structure as unsustainable
over the long term at its current levels of operating performance.
Moody's does not anticipate Guitar Center improving performance to
a level over the next twelve months such that it would be able to
fully support its interest expense. However, Moody's also notes
that Guitar Center's liquidity is expected to remain adequate. In
addition, outside its $135 million debt repayment in April 2013,
there are no sizable maturities until Febuary 2016 when its asset
based revolving credit facility expires. The rating also
recognizes Guitar Center's highly recognized brand name among its
core customers and that Guitar Center is the largest customer for
many musical instrument manufacturers.

The stable outlook acknowledges that Guitar Center's performance
will continue to improve but that interest coverage will remain
weak. It also reflects that Guitar Center has adequate liquidity
to make its $135 million debt payment in April 2013 when it is
required to redeem a portion of its HoldCo notes to avoid being
classified as an Applicable High Yield Discount Obligation. The
stable outlook also acknowledges that Guitar Center has no other
near term debt maturities.

A higher rating would require either an absolute reduction in debt
levels or a material improvement in operating performance that
creates a capital structure that is more sustainable over the
longer term. Quantitatively, an upgrade would require that Guitar
Center maintain EBITDA less capital expenditures to interest
expense of at least 1.0 time. An upgrade would also require
sustained improvement in the company's liquidity profile.

Ratings could be downgraded should Guitar Center experience a
decline in earnings or liquidity or should the probability of
default increase for any reason.

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

Guitar Center Holdings, Inc. is a holding company whose sole asset
is Guitar Center, Inc. Guitar Center, Inc., is headquartered in
Westlake Village, California. The company is the largest musical
instrument retailer in the United States. It operates three
distinct musical retail business - Guitar Center (221 stores and
about 73% of revenue) which targets professional and aspiring
musicians; Music & Arts (102 stores and about 9% of revenue) which
targets beginning musicians and specializes in band and orchestra
instruments; and Musician's Friend (its direct response subsidiary
with 18% of revenue) which targets hobbyists and serious
musicians. The company is wholly owned by affiliates of Bain
Capital. Total revenue is about $2.1 billion.


GUN LAKE: S&P Raises Issuer Credit Rating to 'B+'
-------------------------------------------------
Standard & Poor's Ratings Services raised its issuer credit rating
on Wayland, Mich.-based Gun Lake Tribal Gaming Authority, the
operator of the Gun Lake Casino, to 'B+' from 'B'. "At the same
time, we raised our issue-level rating on the Authority's $ $165
million senior secured first-lien term loan due 2015 to 'B+' from
'B'. The rating outlook is stable," S&P said.

The Authority is an unincorporated instrumentality of the
Michigan-based Match-E-Be-Nash-She-Wish Band of Pottawatomi
Indians (the Tribe), created to develop, construct, and operate
Gun Lake Casino.

"The upgrade reflects the Authority's strong operating performance
and our expectation that credit measure will remain strong for the
rating," said Standard & Poor's credit analyst Michael Halchak.
"These factors are somewhat tempered by a short track record of
performance and the uncertainty around the Authority's longer term
financial policy regarding the level of tribal distributions and
potential expansion plans at the property. Additionally, we
continue to monitor the pending litigation challenging the
authority of the U.S. Secretary of the Interior to acquire the
casino land into trust for the Tribe. The plaintiff alleges that
the Tribe did not qualify to have land taken into trust under the
Indian Reorganization Act. The rating does not incorporate any
implications from an adverse outcome to the trial, which we view
as unlikely, over the intermediate term," S&P said.

"The 'B+' issuer credit rating reflects our assessment of the
Authority's business risk profile as 'weak', given its position as
an operator of a single casino property and limited track record,
as the property has only been open for just over a year. These
factors are somewhat mitigated by the strong initial performance,
and our expectations that the property will continue to perform
well. Our assessment of the Authority's financial risk profile is
'aggressive', reflecting uncertainty around intermediate-term
tribal distribution goals and/or expansion plans, notwithstanding
moderate debt leverage," S&P said.

"We have incorporated our expectation that the win per unit
statistics at the Gun Lake Casino will continue to compare
favorably with competing facilities in the region given its more
modest level of gaming capacity. We believe this should result in
cash flow generation more than sufficient to fund debt service
requirements and other operating needs, allowing the flexibility
for additional distributions or capital expenditures. Financial
information for the Authority is not publically available," S&P
said.

"The stable rating outlook reflects the short track record of
performance and limited clarity regarding the Authority's
financial policy regarding tribal distributions and future
expansion plans, despite our expectation that credit measures will
remain strong for the rating. While we expect the Gun Lake
Casino to continue to perform well, a possible upgrade would be
contingent on greater clarity around financial policy relative to
tribal distributions and future development plans," S&P said.

"Although less likely given the current financial profile and
based on our performance expectations, a negative rating action
could occur if the Authority takes a more aggressive posture
toward expansion spending or distributions than we have
contemplated. Additionally, if we believe the Authority could face
an adverse outcome from the pending litigation, we could possibly
lower the rating," S&P said.


HACIENDA LAND: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hacienda Land Company, Inc.
        3510 W. Hacienda Avenue
        Las Vegas, NV 89118

Bankruptcy Case No.: 12-12079

Chapter 11 Petition Date: February 27, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: David A. Riggi, Esq.
                  5550 Painted Mirage Road, #120
                  Las Vegas, NV 89149
                  Tel: (702) 808-0359
                  E-mail: darnvbk@gmail.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-12079.pdf

The petition was signed by Doug Browne, president.


HELIX ENERGY: S&P Raises Senior Secured Debt Ratings to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior secured debt
ratings on Houston-based Helix Energy Solutions Group Inc. to 'BB'
(two notches higher than the corporate credit rating) from 'BB-'.
"We simultaneously revised its recovery rating on these issues to
'1', indicating the expectation of very high (90% to 100%)
recovery in the event of a payment default, from '2'," S&P said.

"At the same time, we raised our issue-level ratings on Helix's
senior unsecured debt to 'B' (one notch lower than the corporate
credit rating) from 'B-'. We revised the recovery ratings on these
issues to '5', indicating our expectation of modest (10% to 30%)
recovery in the event of a payment default, from '6'," S&P said.

"The revised recovery rating reflects changes to Helix's reserve
values following a company-provided PV-10 report using year-end
2011 reserve values at our stressed price assumptions of $45 per
barrel of West Texas Intermediate (WTI) crude oil and $4.00 per
million British Thermal Units (BTU) of Henry Hub natural gas. The
rating action also considers Helix's intention to pay down $200
million of senior unsecured debt through proceeds from its term
loan and revolver," S&P said.

"The corporate credit rating on Helix reflects the short reserve
life associated with the company's exploration and production
(E&P) assets in the Gulf of Mexico, an aggressive capital spending
program, and its exposure to the historically cyclical oil and gas
industry. Ratings also reflect Helix's adequate liquidity profile
and some operating diversity provided through its core contracting
services business as well as its E&P segment," S&P said.

Ratings List
Helix Energy Solutions Group Inc.
Corporate credit rating             B+/Stable/--

Ratings Raised; Recovery Ratings Revised
                                     To            From
Senior secured debt                 BB            BB-
  Recovery rating                    1             2
Senior unsecured debt to            B             B-
  Recovery rating                    5             6


HIGH RIVER: Defaults Disclosure Obligations to Ontario Regulators
-----------------------------------------------------------------
High River Gold Mines Ltd. disclosed that the Ontario Securities
Commission has noted the Company is in default of its continuous
disclosure obligations under Ontario securities law due to the
Company not having filed National Instrument 43-101 compliant
technical reports to support the current mineral reserves and
mineral resources at its Zun-Holba and Irokinda mines.

In 2009, the Company filed a technical report dated Oct. 10, 2008
to support the mineral reserves and mineral resources of the Zun-
Holba mine and a technical report dated Sept. 30, 2008 to support
the mineral reserves and mineral resources of the Irokinda mine.
As indicated in the Company's subsequent public disclosure, the NI
43-101 compliant mineral reserves and mineral resources at the
mines have been essentially depleted, though production has been
continuing.  As a result, the OSC has concluded that there has
been a material change in the mineral reserves and mineral
resources at the Zun-Holba and Irokinda mines that is not
supported by the technical reports filed in 2009. A ccordingly,
the OSC is of the view that High River is required to file new NI
43-101 compliant technical reports for the Zun-Holba and Irokinda
mines.

The Company has faced serious operational and liquidity issues
over the last several years and implemented cash conservation
measures in Q3 2008.  These measures delayed the preparation of
technical reports for the Zun-Holba and Irokinda mines.  The
Company subsequently engaged in extensive negotiations with a
number of engineering consultants regarding the preparation of
technical reports for the mines that were only recently concluded.

The OSC has noted the Company will remain in default until it
files new NI 43-101 compliant technical reports for the Zun-Holba
and Irokinda mines.  To that end, the Company has mandated its
internal geologists to coordinate the preparation of NI 43-101
compliant mineral reserve and mineral resource estimates to
support the current mineral reserves and mineral resources at its
Zun-Holba and Irokinda mines.  The Company anticipates that a new
technical report for each of the Zun-Holba and Irokinda mines will
be completed by March 30, 2012 and the Company will be in a
position to file such technical reports concurrently with its
annual filings for the financial year ended Dec. 31, 2011.
Furthermore, the Company engaged Micon International Limited to
prepare NI 43-101 compliant technical reports for the Zun-Holba
and Irokinda mines and Micon is scheduled to start this work in
April 2012.  The Micon technical reports are expected to be
completed in Q3 2012 and the Company expects to file such reports
shortly thereafter. T he Company prefers independently prepared
technical reports, but the length of time before such reports
would be available has resulted in the Company using its internal
resources to coordinate the preparation of the NI 43-101 compliant
technical reports. Once the technical reports produced by Micon
have been filed, they will supersede the reports being coordinated
by the Company's internal geologists.

The new NI 43-101 compliant technical reports would replace the
existing technical reports filed in 2009. The mineral reserves and
mineral resources in the technical reports filed in 2009 should
not be regarded as current, should not be relied upon and should
be reviewed for historical purposes only.

In the meantime, the Company is in the process of making an
application to the Canadian securities regulatory authorities
pursuant to National Policy 12-203 - Cease Trade Orders for
Continuous Disclosure Defaults requesting that a management cease
trade order be imposed upon the directors, officers and other
insiders of the Company in lieu of a general cease trade order in
respect of the Company's continuous disclosure default.
Subsequently, the Company intends to satisfy the alternative
information guidelines prescribed by NP 12-203 by issuing bi-
weekly default status reports in the form of news releases so long
as it remains in default of continuous disclosure requirements.


                        About High River

High River is unhedged gold company with interests in producing
mines and advanced exploration projects in Russia and Burkina
Faso. Two producing mines, Zun-Holba and Irokinda, are situated in
the Lake Baikal region of Russia.  Two new open pit gold mines,
Berezitovy in Russia and Taparko-Bouroum in Burkina Faso, are also
in production.  Finally, High River has two advanced exploration
projects with NI 43-101 compliant resource estimates, the Bissa
gold project in Burkina Faso and a 50% interest in the Prognoz
silver project in Russia.


HMK INTERMEDIATE: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
senior secured term loan of HMK Intermediate Holdings LLC (HMK),
the immediate parent of mattress retailer Sleepy's, LLC
(Sleepy's). In addition, Moody's assigned to HMK Mattress Holdings
LLC, the ultimate parent of HMK and Sleepy's, a Corporate Family
Rating of B3 and a Probability of Default Rating of B3. The
outlook is stable.

Proceeds from the proposed $170 million senior secured term loan
along with $156 million of preferred equity from Calera Capital
and about $5 million of cash on hand will be used to repay about
$35 million of Sleepy's existing outstanding debt and to pay a
$278 million distribution. In addition to issuing the term loan,
the company intends to refinance its $30 million asset based
revolving credit facility.

Moody's ratings are subject to receipt and review of final
documentation.

New ratings assigned:

HMK Mattress Holdings LLC

- Corporate Family Rating at B3

- Probability of Default Rating at B3

HMK Intermediate Holdings LLC

- $170 million senior secured term loan rating at B2 (LGD3, 40%)

This is an initial rating for Sleepy's.

RATINGS RATIONALE

The B3 Corporate Family Rating reflects Sleepy's high lease-
adjusted leverage, its relatively small scale, its narrow
geographic footprint as a regionally concentrated retail chain,
and its limited product diversification as a specialty retailer.
Its susceptibility to cyclical factors that impact discretionary
consumer spending is also a rating constraint. The rating also
reflects the company's sponsorship by a private equity firm and
its relatively aggressive financial policies given its willingness
to fund a large dividend with debt issuance. At the same time, the
rating incorporates the company's adequate near term liquidity,
strong brand recognition and its leading competitive position
within its markets of operation.

"Because Sleepy's stores are concentrated in Northeastern
metropolitan areas, its rent expense and lease-adjusted leverage
are high compared to specialty retailers located in other regions"
stated Mariko Semetko, an Analyst at Moody's. "But the company's
adequate liquidity and good interest coverage help support the
rating", added Semetko. Moody's forecast assumes the company will
generate modest free cash flow over the near term and that the
ABL, while small in size, will not have direct drawings.

The stable outlook reflects Moody's expectation that credit
metrics will modestly improve over time through revenues and
earnings growth. The outlook also reflects Moody's view that the
company will maintain adequate liquidity and will not make debt
funded distributions beyond the initial transaction.

An upgrade is unlikely in the near term given the company's
limited track record under the new minority owner's ownership, its
relatively small scale and its high lease-adjusted leverage.
Moody's would consider an upgrade with expectations for
debt/EBITDA sustained below 6.5 times and EBITA/interest expense
above 1.5 times while profitably growing the store base.

Downward rating pressures will rise if macro economic factors and
consumer spending deteriorate such that same store sales or
margins decline. Ratings could be downgraded if debt/EBITDA was
sustained above 7.5 times, EBITA/interest expense approached 1.0
times, or liquidity materially eroded for any reason.

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

Sleepy's, headquartered in Hicksville, NY, is a specialty retailer
of conventional and specialty mattresses, operating roughly 800
stores in the Northeast and Mid-Atlantic of the United States.
Banners include Sleepy's, Better Bedding, 1800mattress.com, and
Mattress Giant. It also delivers mattresses through its websites.
Additionally, it provides fulfillment services for Internet retail
sites such as Walmart.com, amazon.com, sears.com and sells
wholesale to hotels and colleges. Revenues for the fiscal year
ended December 31, 2011 were estimated to be around $800 million.


HOLLIFIELD RANCHES: Wants Access to Cash Collateral Until Dec. 31
-----------------------------------------------------------------
Since filing for bankruptcy in September 2009, Hollifield Ranches
Inc. has obtained five cash collateral orders, the last of which
authorizes the Debtor to use cash on an emergency interim basis
through March 7, 2012.

The Debtor said it needs the continued use of cash collateral to
pay ongoing operating expenses and says that it will be unable to
continue operations and fund a Chapter 11 plan if access to cash
collateral is cut.

In a motion, the Debtor is asking the Court to allow it to access
cash collateral until Dec. 31, 2012.

A hearing on the proposal will be held March 7, 2012, at 9:00 a.m.

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches, Inc., owner and operator
of a farmland in Twin Falls County, Idahon, filed for Chapter 11
bankruptcy protection (Bankr. D. Idaho Case No. 10-41613) on
Sept. 9, 2010.  Brent T. Robinson, Esq., in Rupert, Idaho,
represents the Debtor.  The Debtor estimated assets and debts at
$10 million to $50 million as of the Chapter 11 filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

Since filing bankruptcy the Debtor has been involved in a farming
operation, and is actually farming 5,745 of its budgeted 5,938
acres, in addition to operating the dairy and the feedlot.

J. Justin May, Esq., at May, Browning & May, represents the
Official Committee of Unsecured Creditors.


HOLLIFIELD RANCHES: Proposes to Incur $1.6-Mil. Secured Debt
------------------------------------------------------------
Hollifield Ranches, Inc., is seeking approval from the U.S.
Bankruptcy Court for the District of Idaho to incur secured debt
pursuant to 11 U.S.C. Sections 364(c) and (d).

The terms of the secured transaction are:

   Lender:              Simplot

   Amount of Loan:      Not to exceed $1.6 million

   Purpose:             For fertilizer, chemicals, to spray crops
                        and fuel

   Interest rate:       4%

   Date of Repayment:   On demand, but not later than
                        Dec. 31, 2012

   Collateral:          First and paramount lien against the
                        Debtor's crops

The amount of crop proceeds expected from the 2012 farming season
is projected to be $6,849,000.   KeyBank has a lien in the same
collateral.

Simplot is owed as of the Petition Date the sum of $321,400, which
is unsecured.

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches, Inc., owner and operator
of a farmland in Twin Falls County, Idahon, filed for Chapter 11
bankruptcy protection (Bankr. D. Idaho Case No. 10-41613) on
Sept. 9, 2010.  Brent T. Robinson, Esq., in Rupert, Idaho,
represents the Debtor.  The Debtor estimated assets and debts at
$10 million to $50 million as of the Chapter 11 filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

Since filing bankruptcy the Debtor has been involved in a farming
operation, and is actually farming 5,745 of its budgeted 5,938
acres, in addition to operating the dairy and the feedlot.

J. Justin May, Esq., at May, Browning & May represents the
Official Committee of Unsecured Creditors.


HOLLIFIELD RANCHES: Taps Meservy as Counsel in Suit vs. Cummins
---------------------------------------------------------------
Hollifield Ranches Inc. moves the Bankruptcy Court for
authorization to employ James C. Meservy of the firm Williams,
Meservy & Lothspeich as special counsel nunc pro tunc to Jan. 27,
2011.

The Debtor is the Plaintiff in a civil action captioned Hollifield
Ranches, Inc. vs. Cummins Family Produce, Inc. filed in the
District Court of the Fifth Judicial District of the State of
Idaho, in and for Twin Falls County on March 4, 2011, being Case
No. CV2011-1090.

Litigation has occurred in the state court action wherein the
debtor is represented by the said James C. Meservy, and he and his
associates are the attorneys most acquainted with the facts and
circumstances of the case.

The Debtor requests from the Bankruptcy Court authorization to
employ James C. Meservy as special counsel to represent the debtor
in all further proceedings pertaining to the civil action, to
negotiate settlement, if possible, or pursue further legal action
as deemed appropriate.  James C. Meservy is the most qualified to
represent the debtor in all further bankruptcy and/or state court
proceedings between the debtor and Cummins Family Produce, Inc.

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches, Inc., owner and operator
of a farmland in Twin Falls County, Idahon, filed for Chapter 11
bankruptcy protection (Bankr. D. Idaho Case No. 10-41613) on
Sept. 9, 2010.  Brent T. Robinson, Esq., in Rupert, Idaho,
represents the Debtor.  The Debtor estimated assets and debts at
$10 million to $50 million as of the Chapter 11 filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

Since filing bankruptcy the Debtor has been involved in a farming
operation, and is actually farming 5,745 of its budgeted 5,938
acres, in addition to operating the dairy and the feedlot.

J. Justin May, Esq., at May, Browning & May represents the
Official Committee of Unsecured Creditors.


HOLLIFIELD RANCHES: To Present Plan for Confirmation July 5
-----------------------------------------------------------
Hollifield Ranches, Inc., obtained approval of the disclosure
statement explaining its Chapter 11 plan.

"After discussion, the Court finds and concludes the changes made
and discussed were constructive, and that the proposed Fourth
Amended Disclosure Statement contains adequate information under
Section 1125 and should be Approved," according to a notice posted
on the docket.

Counsel to the Debtor, Brent Robinson, Esq., at Robinson, Anthon &
Tribe, is directed to submit the standard order approving the
Fourth Amended Disclosure Statement and setting the deadlines for
objections to confirmation and ballot deadlines.

Confirmation is set for July 5 and 6, 2012, at 9:00 a.m. in Boise,
Idaho.

Hollified filed the first iteration of its proposed Chapter 11
Plan and an explanatory disclosure statement in April 2011, but
the hearing on the disclosures has been continued a number of
times due to objections to the disclosures and ongoing
negotiations with KeyBank National Association and other parties.

Early February, Hollified filed its Fourth Amended Disclosure
Statement.

Under the Plan, the Debtor intends to pay unsecured creditors 100%
without interest over a 20-year period.  The claims of creditors,
depending upon the classification of the respective claims, will
either be paid in full or part; or, have transferred to them
property in which they hold a lien.  The total to be paid
annually, including the monthly payments to certain lenders, is
the sum of $2.07 million.  The largest secured creditors are
KeyBank, which is owed $12.4 million and Metropolitan Life
Insurance, owed $7.2 million.  Distributions will be made by the
disbursing agent, Terry G. Hollifield.

When the Plan is confirmed, the Debtor will continue to operate
the Debtors' estate until the time as the necessary procedures are
implemented for disposition of property and distribution of funds.

A copy of the Fourth Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/Hollifield_4th_Amended_DS.pdf

                     Pending Issue With Tyson

Prepetition, the Debtor dba Double H Cattle, had a contract with
Tyson Fresh Meats, Inc., that provided for the raising of the
cattle by the Debtor.  The relationship has discontinued

Tyson has obtained relief from the automatic stay and has
scheduled a hearing on March 28, 2012, regarding whether it is
entitled to an administrative expense in the amount of roughly
$900,000.  The Debtor vigorously disputes the debt and believes
that debtor itself is entitled to be paid a total of $1.4 million.
The Debtor intends to either settle this matter by that date or to
have the Court hear the matter on that date and resolve the same.

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches, Inc., owner and operator
of a farmland in Twin Falls County, Idahon, filed for Chapter 11
bankruptcy protection (Bankr. D. Idaho Case No. 10-41613) on
Sept. 9, 2010.  Brent T. Robinson, Esq., in Rupert, Idaho,
represents the Debtor.  The Debtor estimated assets and debts at
$10 million to $50 million as of the Chapter 11 filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

Since filing bankruptcy the Debtor has been involved in a farming
operation, and is actually farming 5,745 of its budgeted 5,938
acres, in addition to operating the dairy and the feedlot.

J. Justin May, Esq., at May, Browning & May represents the
Official Committee of Unsecured Creditors.


HOSTESS BRANDS: Trial on Union Pacts, Pension Plans Begins Today
----------------------------------------------------------------
At a trial to begin today, March 5, Hostess Brands Inc. will ask
the bankruptcy court to terminate existing union contracts,
pension plans and retiree health benefit for the Teamsters and
bakery workers, Hostess's two largest unions.  While Hostess
blamed financial problems on uneconomic labor costs and retirement
benefits, the Teamsters has been arguing that Hostess' bankruptcy
was the result of an "unsustainable capital structure" on emerging
from the previous Chapter 11 reorganization.

Hostess Brands pushed back against unions protesting its move to
drop out of multiemployer pension plans, saying the cuts were
proposed in good faith and are necessary for the company's
restructuring.  The company told U.S. Bankruptcy Judge Robert
Drain that it had made every effort to work with unions and find a
solution that provided for union employees' retirements while
freeing the company of crippling pension costs.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
the Debtor in its pre-trial brief said that paying into the
pension plans will halt, one way or the other.  Either the
bankruptcy court authorizes Hostess to terminate participation in
the plans, or the company's brands will be liquidated, leaving no
ongoing company to make contributions.

The Teamsters, according to the Bloomberg report, argue in large
part that the court shouldn't end the union contracts until
Hostess devises a post-bankruptcy capital structure showing how
much is available for labor and pension contributions. Hostess
responded by saying that a "finalized, definitive capital
structure is by no means a prerequisite."

                       About Hostess Brands

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

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

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

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

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


HOSTESS BRANDS: Hearing on CRO Retention on March 13
----------------------------------------------------
Hostess Brands has retained Gregory F. Rayburn of Kobi Partners
LLC as its Chief Restructuring Officer.  Mr. Rayburn will report
to Hostess President and CEO Brian Driscoll and will assist Mr.
Driscoll in managing the Company's restructuring under Chapter 11.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the CRO stands to receive $1.2 million a year to
assist the CEO who stands to receive $1.5 million annually, before
bonus.  The Debtor arranged a March 13 hearing for authorization
from the bankruptcy judge to hire Mr. Rayburn.  If approved, Kobi
will be paid $100,000 a month plus expenses for Mr. Rayburn's
services.

Mr. Rayburn's duties include advising Mr. Driscoll on a
"turnaround plan," testifying in court, directing "any liquidation
process of Hostess," and implementing "any strike preparedness
plan."

Mr. Rochelle notes that Hostess has a motion pending for approval
of an employment agreement where Mr. Driscoll would have a $1.5
million annual base salary and the possibility of a $2 million
bonus covering three years ending May 2013.  After objection from
labor unions, the motion to approve the Driscoll agreement was
pushed back several times.  The Driscoll motion is now on the
calendar for April 17, along with a companion motion for approval
of incentive bonuses for mid-level and more senior executives.

                       About Hostess Brands

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

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

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

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

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


HOSTESS BRANDS: Halts Personal Injury Suits vs. Workers
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. prevailed on the bankruptcy judge
to halt lawsuits against company workers being sued on personal
injury claims.  When someone is injured in an auto accident, for
instance, the resulting lawsuit will name the employer like
Hostess as a defendant along with the individual who was driving
the vehicle.  When the company goes bankrupt, the lawsuit is
automatically halted against the company, although not against the
vehicle's driver even though she or he is a company employee.

Mr. Rochelle notes that in many instances, there's no concern if
the bankrupt company has insurance to cover the accident.
Bankrupt companies in those instances often permit the lawsuit to
go forward so long as judgments or settlements are collected only
from insurance coverage.  In Hostess' case, the insurance policy
called the company to pay the first $1.5 million in damages for
each accident. Consequently, company workers would be at risk and
potentially even unable to pay defense costs if personal injury
lawsuits were to go ahead.

As a result, Hostess asked U.S. Bankruptcy Judge Robert D. Drain
in White Plains, New York, to halt the lawsuits entirely.

Judge Drain rebuffed opposition from personal injury plaintiffs
and halted the suits in situations where Hostess is obligated to
reimburse employees being sued.

Consistent with his ruling, Judge Drain signed a second order
refusing to allow an already-pending personal injury lawsuit to go
forward.  The judge did permit the plaintiff and Hostess to
participate in a previously-scheduled mediation in the Maryland
suit.

                       About Hostess Brands

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

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

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

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

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


HUNTSMAN CORP: S&P Affirms 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Salt Lake City-based
Huntsman Corp. and its subsidiary, Huntsman International LLC. The
outlook is positive.

"We have also assigned our 'BB' issue-level and '2' recovery
rating to Huntsman International LLC's proposed $400 million
revolving credit facility due March 2017 and $652 million term
loan B that it intends to extend to April 2017 from 2014. The '2'
recovery rating indicates our expectation of a substantial (70%
to 90%) recovery in the event of a payment default," S&P said.

"The ratings on Huntsman reflect our assessment of the company's
business risk profile as 'satisfactory' and financial risk profile
as 'aggressive'. Huntsman is a holding company with diverse
chemical operations that generated sales of more than $11 billion
in 2011," S&P said.

"We expect the company's financial policy to support improvement
in its credit quality and that its growth strategy will emphasize
incremental capacity expansion and bolt-on acquisitions as opposed
to large, debt-financed acquisitions that could weaken leverage
metrics," said Standard & Poor's credit analyst Cynthia Werneth.
"We base our assumptions in part on management's goal of reducing
net (unadjusted) debt to EBITDA to less than 2.5x compared with
actual net leverage of 2.8x as of Dec. 31, 2011. We adjust debt to
include about $900 million of tax-adjusted underfunded
postretirement employee benefits, capitalized operating leases,
and environmental liabilities. The key ratio of funds from
operations to total adjusted debt was 17% as of Dec. 31, 2011,
consistent with our expectations of 15% to 20% at the current
rating."

"Despite a weak fourth quarter, which was negatively affected by
customer inventory destocking, raw material price spikes in some
product categories, and adverse exchange rate movements, Huntsman
generated significantly higher EBITDA in 2011 than 2010. We
believe 2012 EBITDA generation should be similar, with positive
factors including its U.S. Gulf Coast raw material cost advantage
and restructuring benefits offsetting higher ore costs in the
titanium dioxide (TiO2) business. This assumes continued moderate
global economic growth. We also expect the company to continue to
be able to pass on increases in raw material costs, particularly
for titanium ore and crude oil-related inputs, albeit with a lag.
Huntsman should continue to benefit from its diversified global
presence (nearly 70% of sales are outside the U.S.), taking
advantage of its presence in fast-growing regions such as Asia
(which accounts for about 25% of sales) and reducing expenditures
in high-cost locations such as Europe. Huntsman has maintained
adequate liquidity levels and gradually extended its debt maturity
schedule through several refinancings, including the current
proposed revolver and term loan extensions," S&P said.

"The positive outlook reflects our expectation that Huntsman's
earnings and debt levels will remain relatively stable over the
next 12 months, with some potential for improvement thereafter if
demand strengthens and the company can maintain EBITDA margins
above 10%. This assumes that Huntsman will be able to pass on raw
material cost increases to its customers in a timely fashion. We
could consider a modest upgrade in the next several quarters if
FFO to total debt exceeds 20% on a sustainable basis. We believe
this could occur if revenues increase 5% or more, EBITDA margins
are 10% to 11%, and the company reduces debt by a few hundred
million dollars," S&P said.

"On the other hand, we could revise the outlook to stable if it
appears unlikely that the company can achieve and sustain this
slight improvement in credit metrics," Ms. Werneth continued. "We
could lower the ratings if there were a sharp economic downturn
that resulted in EBITDA margins in the high-single-digit
percentage area and sales contract by 10% or more with no
prospects for immediate improvement."


INDIANA EQUITY: Resolves All Issues With Arbor Realty
-----------------------------------------------------
Indiana Equity Investments LLC and its affiliates sought and
obtained approval of a settlement with Arbor Realty Mortgage
Securities Series 2004-1, Ltd.

The Debtors say the settlement will result in the acceptance of
its Chapter 11 plan by a major unsecured creditor thereby
increasing the likelihood of acceptance of the plan by the class
of unsecured creditors.

Prepetition, debtor-affiliate Midwestern Equities, LLC, obtained a
$3.9 million mezzanine loan from Arbor to facilitate the
acquisition of the Brendonwood Apartments and the Autumnwoods
Apartments.  The collateral for the loan is MEQ's membership
interests in Indiana Equity.

Indiana and MEQ assert that payments made to Arbor totaling in
excess of $400,000 constitute avoidable fraudulent transfers.

Following negotiations, the parties have reached a settlement that
provides, among other things:

   (a) the Debtor's fraudulent transfer claims will be released

   (b) Arbor will have a $1.98 million unsecured claim in MEQ's
       Chapter 11 case.

   (c) Arbor will not interpose any objection to, and will vote in
       favor of, any Chapter 11 plan that is not inconsistent with
       the terms of the Settlement; and

   (d) The Debtor, MEQ, Joseph Junkovic, Tom Junkovic and Maria
       Junkovic will release Arbor from any and all claims, and
       vice versa.

                        Cash Collateral

A Jan. 31, 2012 order by Judge Eugene R. Wedoff says that at the
Jan. 31 hearing, the Debtor withdrew its pending request for
authority to sue cash collateral.  The Motion sought authority to
use rents from properties that serve as cash collateral of Fannie
Mae.

Prior interim orders authorizing use of Fannie Mae cash collateral
have been entered.  On Dec. 21, 2011, the bankruptcy judge signed
a sixth interim order authorizing the Debtor to use cash
collateral.  The order authorized the Debtor to use the cash
collateral of Federal National Mortgage Association (Fannie Mae)
until Jan. 31, 2012.

                      About Indiana Equity

Based in Alsip, Illinois, Indiana Equity Investments, LLC, aka
Autumnwoods Apartments and Brendonwood Apartments, owns two
commercial multi-family properties located in Fort Wayne, Indiana.
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
11-19277) on May 5, 2011.  Judge Eugene R. Wedoff presides over
the case.  David K. Welch, Esq., Arthur Simon, Esq., and Jeffrey
Dan, Esq., at Crane Heyman Simon Welch & Clar, in Chicago, serve
as the Debtor's bankruptcy counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.

Indiana Equity's petition was signed by Joseph Junkovic, as the
manager.  Mr. Junkovic commenced his own Chapter 11 case (Bankr.
N.D. Ill. Case No. 10-55888) in 2010.


INTELSAT SA: Incurs $433.9 Million Net Loss in 2011
---------------------------------------------------
Intelsat S.A. and its affiliates filed with the U.S. Securities
and Exchange Commission a Form 10-K disclosing a net loss of
$433.99 million on $2.58 billion of revenue in 2011, a net loss of
$507.77 million on $2.54 billion of revenue in 2010, and a net
loss of $782.06 million on $2.51 billion of revenue in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $17.36
billion in total assets, $18.45 billion in total liabilities,
$1.14 billion total Intelsat S.A. shareholder's deficit, and
$50.92 million noncontrolling interest.

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

                        http://is.gd/2LzS4Z

                          About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.

                          *     *     *

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.


INTERNATIONAL PAVING: Case Summary & Creditors List
---------------------------------------------------
Debtor: International Paving Corporation
        25 Concord Street
        Pawtucket, RI 02860-3423

Bankruptcy Case No.: 12-10603

Chapter 11 Petition Date: February 27, 2012

Court: U.S. Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtor's Counsel: Andrew S. Richardson, Esq.
                  BOYAJIAN HARRINGTON & RICHARDSON
                  182 Waterman Street
                  Providence, RI 02906
                  Tel: (401) 273-9600
                  E-mail: andy@bhrlaw.com

Scheduled Assets: $1,006,364

Scheduled Liabilities: $3,874,269

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/rib12-10603.pdf

The petition was signed by Darlene E. Joaquin, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Pawtucket Asphalt Corporation         12-10602            02/27/12


ISTAR FINANCIAL: Incurs $25.7 Million Net Loss in 2011
------------------------------------------------------
iStar Financial Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$25.69 million on $432.78 million of total revenue for the year
ended Dec. 31, 2011, compared with net income of $80.20 million on
$569.71 million of total revenue during the prior year.

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

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

                        http://is.gd/ryxkHb

                       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+'.


JACKSON GREEN: Status Hearing on Chapter 11 Plan on March 14
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin
will convene a status hearing on March 14, 2012, at 11:00 a.m., on
Jackson Green LLC's filing of Chapter 11 plan and an explanatory
disclosure statement.

The Debtor has not filed a plan and disclosure statement,
according to the docket.

On March 14, 2012, the Debtor will also hold an evidentiary
hearing on Wells Fargo Bank, N.A.'s request to transfer venue of
the Chapter 11 case.

Wells Fargo Bank N.A., as trustee for the registered Holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C4, is asking the
judge to move the case to the Northern District of Illinois.  It
noted that the Debtor is an Illinois limited liability company and
the owner of a commercial office building and parking lot in
Chicago.

At the hearing the Court will also consider granting the Debtor
further access to cash collateral.

                        About Jackson Green

Based in Minocqua, Wisconsin, Jackson Green LLC owns a commercial
office building and parking lot in Chicago.  Jackson Green
originally filed for Chapter 11 bankruptcy (Bankr. W.D. Wis. Case
No. 09-10099) on Jan. 9, 2009.  The Court confirmed the Debtor's
chapter 11 plan on May 18, 2010.

Jackson Green returned to bankruptcy (Bankr. W.D. Wis. Case No.
11-14038) on June 23, 2011.  Judge Thomas S. Utschig presides over
the so-called Chapter 22 case.  The Law Office of Terrence J.
Byrne serves as the Debtor's Chapter 22 counsel.

In its schedules, the Debtor disclosed $25,194,530 in assets and
$22,838,968 in liabilities.  The petition was signed by Paula
Heyes, member.

Secured lender Wells Fargo is represented by lawyers at Foley &
Lardner LLP.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Jackson Green LLC, have
expressed interest in serving on a committee.


JAMES RIVER: S&P Puts 'B' Corp. Credit Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on Richmond, Va.-based James
River Coal Co. on CreditWatch with negative implications. "The
CreditWatch negative listing means the rating could be affirmed or
lowered following the completion of our review," S&P said.

"The CreditWatch listing reflects our expectation that James River
Coal's 2012 operating performance will likely be lower than we
previously expected, given lower demand for thermal coal," said
Standard & Poor's credit analyst Megan Johnston. "We believe that
natural gas substitution and a warmer-than-normal winter season is
negatively affecting demand for thermal coal and, as a result,
James River Coal's 2012 operating performance may be weaker than
we had previously expected. We previously expected the company to
generate $175 million in EBITDA in 2012; we now think it may have
difficulty achieving this target. As a result, total adjusted debt
to EBITDA will likely rise to and remain above 5x during our
forecast period, which we may consider to be in line with a lower
rating."

"The rating on James River Coal reflects our continuing assessment
of the company's 'vulnerable' business risk profile and
'aggressive' financial risk profile. We may, however, given our
assumptions, revise our assessment of James River Coal's financial
risk profile to 'highly leveraged' following the completion of our
analysis. The company has significant exposure to the high-cost
Central Appalachia (CAPP) region and faces challenges posed by the
inherent risks of coal mining, including operating problems, price
volatility, and increasing costs and regulatory scrutiny," S&P
said.

"In resolving the CreditWatch listing," Ms. Johnston continued,
"we will review our performance expectations and James River
Coal's liquidity position, and assess its operating prospects to
determine whether a lower rating is warranted. This will include
meeting with management to discuss near-term operating and
financial prospects, including end market trends. We expect to
resolve the CreditWatch listing within the next several weeks."


JEFFERSON COUNTY: Debtor, Bondholders Appeal to Circuit Court
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the judge supervising the bankruptcy of Jefferson
County, Alabama, is allowing the county and sewer bondholders to
take a direct appeal to the U.S. Court of Appeals in Atlanta from
his Jan. 6 opinion concluding that the Chapter 9 municipal
bankruptcy filing automatically divested a receiver from control
of the sewage system and its revenue.

According to the report, U.S. Bankruptcy Judge Thomas B. Bennett
in Birmingham, Alabama, wrote Feb. 29 that the appeal from his
January opinion "involves a matter of public importance." Avoiding
an intermediate appeal to a U.S. district judge, he said, will
"materially advance the progress of the case."  Judge Bennett
concluded in his 57-page opinion in January that the county's
filing for municipal debt adjustment automatically divested the
receiver who had been appointed by the state court to take over
the sewage system at the behest of bondholders. In favor of the
bondholders, the judge ruled that the lien continued on sewer
revenue.

Both the bondholders and the county are appealing various aspects
of the Jan. 6 opinion.

                      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.


JOHNS-MANVILLE: Travelers Freed From $500MM Asbestos Settlements
----------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that U.S. District
Judge John G. Koeltl on Thursday reversed a bankruptcy court's
ruling that required Travelers Indemnity Co. to pay $500 million
to plaintiffs in three settlements in underlying asbestos injury
disputes over asbestos supplier Johns-Manville Corp., a former
policyholder.

Law360 relates that Judge Koeltl said U.S. Bankruptcy Judge Burton
R. Lifland had erred in his January 2011 decision when he found
certain conditions required by the settlements, which were signed
in 2003 and 2004, had been met.

                       About Johns-Manville

Johns-Manville Corp. was, by most sources, the largest
manufacturer of asbestos-containing products and the largest
supplier of raw asbestos in the United States from the 1920s until
the 1970s.  Manville sold raw asbestos to manufacturers of
asbestos-based products in 58 countries and distributed its own
asbestos-based products "across the entire spectrum of industries
and employment categories subject to asbestos exposure."

As a result of studies linking asbestos with respiratory disease,
Manville became the target of a growing number of products
liability lawsuits in the 1960s and 1970s.  Buckling under the
weight of its asbestos liability, Manville filed for Chapter 11
protection on August 26, 1982, before Judge Lifland.

To avoid the uncertainty of insurance litigation and to fund its
plan of reorganization, Manville sought to settle its insurance
claims.  Manville obtained in excess of $850,000,000 from
settlements with its insurers.  The U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Debtors' Second Amended and Restated Plan of Reorganization on
Dec. 22, 1986.


KINGS INN: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: Kings Inn Holdings, LLC
        3311 South Rainbow Boulevard
        Las Vegas, NV 89146

Bankruptcy Case No.: 12-12101

Chapter 11 Petition Date: February 28, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  8670 W. Cheyenne Avenue, #120
                  LAS VEGAS, NV 89129
                  Tel: (702) 227-0011
                  Fax: (702)227-0015
                  E-mail: tthomas@tthomaslaw.com

Scheduled Assets: $1,503,971

Scheduled Liabilities: $368,844

The petition was signed by William Dyer, president.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Integrated Financial Associates, Inc. 11-13537            03/14/11
Isleton Land Holdings, LP             11-12552            02/25/11
Tennvada Holdings 1, LLC              11-24135            09/02/11

The Company?s list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Washoe County Assessor             Property Taxes         $368,844
1001 E. 9th Street, #A202
Reno, NV 89512


LAGUNA BRISAS: Best Western Laguna Hotel in Chapter 11
------------------------------------------------------
Laguna Beach, California-based Laguna Brisas, LLC, doing business
as Best Western Laguna Brisas Spa Hotel, filed a bare-bones
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12599) in
Santa Ana on Feb. 29, 2012.

The Debtor estimated assets and debts of $10 million to
$50 million in the bankruptcy petition.

Situated just a block from Laguna Beach boardwalk in
California, Best Western Plus Laguna Brisas Spa Hotel --
http://www.lagunabrisas.com/-- has 66 rooms that are all equipped
with jetted tubs and complimentary wireless internet access.

According to the docket, the schedule of assets and liabilities
and statement of financial affairs and incomplete filings are due
March 14, 2012.

Dae In "Andy" Kim of A&J Mutual Inc., the managing member, signed
the Chapter 11 petition.

The written consent for the bankruptcy filing says, "Laguna Brisas
needs to take advantage of the benefits of Chapter 11 of the
Bankruptcy Code to reorganize [its] debt structure."

Laguna Brisas joins related entities in Chapter 11.  Andy Kim
filed a Chapter 11 petition (Case No. 11-26206) on Nov. 23, 2011.
Goldenpark, LLC filed Feb. 6, 2012 (Case No. 14292) and Paradise
Hospitality Inc. filed on Oct. 26, 2011 (Case No. 11-24847).

The Debtor is represented by M. Jonathan Hayes, Esq., in
Northridge, California.


LAGUNA BRISAS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Laguna Brisas, LLC
          dba Best Western Laguna Brisas Spa Hotel
        1600 S. Coast Highway
        Laguna Beach, CA 92651

Bankruptcy Case No.: 12-12599

Chapter 11 Petition Date: February 29, 2012

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

Judge: Mark S Wallace

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  LAW OFFICE OF M. JONATHAN HAYES
                  9700 Reseda Boulevard, Suite 201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@hayesbklaw.com

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

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

The petition was signed by Dae In ?Andy? Kim, managing member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Dae In Kim                            11-26206            11/23/11
Goldenpark, LLC                       12-14292            02/06/12
Paradise Hospitality Inc.             11-24847            10/26/11

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Kay Nam Kim                        --                   $1,400,000
500 N. Statecollege Boulevard, #1200
Orange, CA 92868

JH Wells                           --                   $1,041,700
12122 Royal Birkdale, #205
San Diego, CA 92128

Eun Jin Kim                        --                     $600,000
30 Country Walk Drive
ALiso Viejo, CA 92656

Woo Jung II Ga                     --                     $575,000
602 Shasta Drive
Encinitas, CA 92024

Metro Bank                         --                     $230,000

Elie Merhdad                       --                     $220,000

City of Laguna                     --                      $80,000

Merchant Services                  --                       $6,677

Edison                             --                       $5,884

Laguna Beach Water                 --                       $3,791

Cox Cable TV                       --                       $3,212

Great American Leasing             --                       $2,773

KMK                                --                       $2,500

Paetec                             --                       $1,474

BP & G LLC                         --                       $1,411

Great American Lease               --                         $998

Amenity Services                   --                         $663

Rapid Plumbing                     --                         $550

Debinaire Co.                      --                         $426

Profittime                         --                         $413


LEHMAN BROTHERS: Franklin Resources Has 5.1% Equity Stake
---------------------------------------------------------
Franklin Resources, Inc., disclosed in a Schedule 13G/A filing
with the U.S. Securities and Exchange Commission dated Dec. 31,
2011, that it beneficially owns 36,714,427 shares of Lehman
Brothers Holdings Inc. common stock, which represents 5.1% of the
estimated number of shares of LBHI common stock as of Dec. 31,
2011.

Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin
Advisers, Inc., are also deemed to beneficially own the shares of
LBHI common stock by their being subsidiaries and managers of
Franklin Resources.

                      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: Proposes Claims Settlement With Bermuda Unit
-------------------------------------------------------------
Lehman Brothers Holdings Inc. asked Judge James Peck of the U.S.
Bankruptcy Court in the Southern District of New York to approve
a deal with Lehman Re Ltd. that would reduce the Bermuda-based
insurance firm's claims totaling $2.3 billion to $1 billion.

The claims stemmed from a 1999 repurchase agreement between
Lehman's commercial paper unit and Lehman Re involving
residential and commercial mortgages and loans, and from a 2007
Net Worth Maintenance Agreement between Lehman and the insurance
firm.

The claim against Lehman's commercial paper unit is now valued at
$490 million while the claim under the 2007 agreement is allowed
against Lehman in the sum of $415 million.

Aside from the settlement of claims, the deal also requires
Lehman Commercial Paper Inc. to purchase loans from Lehman Re for
$32 million.  The loans are among those that were sold to the
insurance firm under the repurchase agreement before LCPI filed
for bankruptcy protection.

Lehman lawyer, Richard Krasnow, Esq., at Weil, Gotshal & Manges
LLP, in New York, said the purchase of loans "represents a sound
exercise of LCPI's business judgment."

"The purchase of the repurchased loans will confer certain
strategic benefits to LCPI because LCPI is already invested in
the capital structure of many of the assets underlying the
repurchased loans," Mr. Krasnow said in court papers.

"LCPI will therefore have the opportunity to realize a
substantial profit through proactive management of the
repurchased loans," he further said.

Jeffrey Fitts and Daniel Ehrmann, managing directors of Alvarez &
Marsal North America LLC, expressed their support for court
approval of the proposed settlement.

A copy of the settlement agreement and related documents is
available for free at:

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

The hearing on the proposed settlement is scheduled for March 21,
2012.  Objections are due by March 13, 2012.

                      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 Settlement on 2001-2007 IRS Tax Disputes
-------------------------------------------------------------
Lehman Brothers Holdings Inc. seeks court approval to settle its
tax disputes with the Internal Revenue Service.

The disputes ensued after the IRS proposed 36 adjustments to
income, tax credits, and penalties after auditing Lehman's 2001
to 2007 consolidated income tax returns, and evaluating
additional tax positions claimed by the company during the audit
that were not included in its originally filed consolidated
income tax returns.

The adjustments proposed by the IRS could potentially increase
tax liability by $2.6 billion, according to court filings.

The proposed agreement calls for the settlement of 26 of the 36
issues that constitute the tax disputes between the company and
the IRS.  Under the agreement, the IRS made concessions that
reduce the amount of its proposed adjustments.

Of the $2.6 billion in adjustments proposed by the IRS, $1.8
billion is attributable to the 26 issues.  As a result of the
settlement, the IRS will concede $1.1 billion of the $1.8 billion
in taxes and penalties it sought to impose while Lehman will
agree to $652 million of adjustments to tax.

In a declaration, Jeffry Ciongoli, Lehman's global tax director,
expressed support for court approval of the proposed settlement,
saying the deal is "fair and equitable."

The hearing on the proposed settlement is set for March 21, 2012.
Objections are due by March 14, 2012.

                      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: UK Court Rules Lehman Clients Can Claim Cash
-------------------------------------------------------------
The U.K. Supreme Court said billions of dollars in client cash
belongs to customers of Lehman Brothers Holdings Inc.'s U.S.
brokerage whether it was properly segregated or not, according to
a February 29 report by The Wall Street Journal.

The U.K. Supreme Court affirmed an appellate-court ruling that
clients whose cash Lehman Brothers International (Europe) had
failed to segregate could share in the distribution of about $2
billion in cash it had set aside in segregated accounts, the
report said.

Lord John Dyson wrote in 75-page decision that under British law
"all client money is subject to a trust that arises upon receipt
of the money by the firm," not when it's segregated.

When a firm fails, the segregated accounts are pooled so that
clients share equally in the misfortune.  But LBIE had failed to
comply with the segregation requirement for all of its clients'
cash, according to the report.

The decision is a big win for James Giddens, the trustee
liquidating Lehman's U.S. brokerage under the Securities Investor
Protection Act, who has been fighting with Lehman's U.K.
insolvency administrators for years over billions of dollars in
claims.

In a statement, Mr. Giddens said the decision supports his SIPA
mandate "to protect customer property and make Lehman Brothers
Inc.'s customers and other creditors whole to the greatest extent
possible."

"For more than two years, the [SIPA] trustee has disputed the
position of the U.K. Joint Administrators of Lehman Brothers
International (Europe) (LBIE) regarding property that should have
been segregated for LBI customers.  In the trustee's
view...property that should have been segregated for U.S.
customers of the failed broker-dealer belongs to those customers
whether it was properly segregated or not," the statement said.

The decision angered PricewaterhouseCoopers, the administrator of
LBIE, and hedge fund GLG Investments PLC, which will have to wait
even longer to receive their share of recovered assets, according
to a report by Telegraph.co.uk.

"Alarmingly, we now seem to have less and not more clarity on the
subject of who is entitled to client money protection and what
funds comprise the client money pool," Telegraph.co.uk quoted PwC
partner Tony Lomas as saying.

Lawyers for GLG said the decision was "of great concern to UK
investment firms and investors as well as creditors of Lehman
Brothers," Telegraph.co.uk reported.

GLG, whose cash had been properly segregated by LBIE, had said
only those funds that were segregated before the company's
failure should be distributed to customers.  But this argument
was rejected by the U.K. Supreme Court, ruling that all
identifiable client cash should be pooled and distributed to
customers whether it was in a segregated account or a "house"
account, The Journal reported.

        LBIE Hits Trustee's Treatment of Customer Claims

Separately, the lawyer for LBIE accused Mr. Giddens of
shortchanging its customers of about $7 billion, saying the
trustee erred when he decided to slash its so-called "omnibus
claim."

LBIE filed the omnibus claim on behalf of its customers to
recover up to $15.1 billion in customer property.  The trustee
partially allowed the omnibus claim and said he will distribute
up to $8.3 billion on account of the claim.

"The consequence of the trustee's chosen and erroneous
methodology and his insistence on obtaining releases from
underlying customers is that the trustee will allocate to LBIE a
dramatically different combination of securities and cash than
LBIE's customers recognize as their aggregate entitlements,"
James Warnot Jr., Esq., at Linklaters LLP, in New York said in
court papers.

"LBIE will in turn be left somehow to allocate these assets to
its customers who have approximately $13 billion in unresolved
claims against [the brokerage] in exchange for releases that LBIE
has no prospect of ever receiving," Mr. Warnot said in court
papers.

                      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)


LIVING HOPE: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Living Hope Southeast, LLC
        100 South University, Suite 401
        Little Rock, AR 72205

Bankruptcy Case No.: 12-11082

Chapter 11 Petition Date: February 27, 2012

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: James E. Smith, Jr., Esq.
                  SMITH AKINS P.A.
                  400 W. Capitol Ave., Suite 1700
                  Little Rock, AR 72201
                  Tel: (501) 537-5111
                  Fax: (501) 537-5113
                  E-mail: jsmith@smithakins.com

Scheduled Assets: $795,648

Scheduled Liabilities: $1,403,166

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/areb12-11082.pdf

The petition was signed by Michael Grundy, vice president & CEO.


LODGENET INTERACTIVE: Winjammer CEO Spencer Named to Board
----------------------------------------------------------
LodgeNet Interactive Corporation announced that Phillip M. Spencer
has been appointed to its Board of Directors.  Mr. Spencer will
fill a board position left open by the retirement of Rodney
Leyendecker in 2011.

Mr. Spencer is Chief Executive Officer and a member of the board
of directors of Windjammer Communications, LLC, which owns and
operates cable systems in six states offering High-Speed internet,
Cable TV and local phone service to residential and commercial
customers.  Prior to joining Windjammer in May of 2010, Mr.
Spencer was president and CEO of Aplus.Net, a global provider of
webhosting and co-location services and also served as President
and CEO of Everest Connections, Inc., a Lenexa, Kansas-based
cable, telephone, and Internet access provider.  A Marquette
University graduate, Mr. Spencer holds a bachelor's degree in
Economics and Finance.

"I am very pleased to welcome Phil to the Board of Directors, at
LodgeNet," said Scott C. Petersen, Chairman & CEO of LodgeNet.
"As a seasoned executive with a strong cable and media background,
Phil is an excellent addition to our board."

LodgeNet entered into an agreement with Mast Capital Management,
LLC, and certain of its affiliates, which own approximately 9.6%
of the Company's Common Stock.  The Agreement provides, among
other things, that Mast Capital will vote in favor of the
Company's slate of nominees for director at the Company's 2012
annual meeting of stockholders and will not nominate any other
person for director at the Annual Meeting or the 2013 annual
meeting or otherwise submit any proposal for consideration at, or
bring any other business before, the Annual Meeting.

The Company has agreed to: (i) appoint Phillip Spencer to the
Company's Board of Directors to fill an existing vacancy, and (ii)
form a selection committee with representatives of Mast Capital
and other significant stockholders to select an additional
director prior to the Annual Meeting to either fill any vacancy
which may occur or, if applicable, be included in the Company's
slate of three nominees for election at the Annual Meeting.  Both
Mr. Spencer and the additional director designee will qualify as
"independent" under NASDAQ listing standards.

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

LodgeNet reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed $408.67
million in total assets, $459.61 million in total liabilities and
a $50.94 million total stockholders' deficiency.

                          *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


MAMMOTH CHANDLER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Mammoth Chandler I, LLC
        1490 South Price Road
        Chandler, AZ 85248

Bankruptcy Case No.: 12-03731

Chapter 11 Petition Date: February 28, 2012

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

Judge: Randolph J. Haines

Debtor's Counsel: Dean M. Dinner, Esq.
                  NUSSBAUM GILLIS & DINNER, P.C.
                  14850 N. Scottsdale Road, Suite 450
                  Scottsdale, AZ 85254
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  E-mail: ddinner@ngdlaw.com

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

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

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

The petition was signed by Joseph A. Ryerson, managing member.


MAMMOTH LAKES: S&P Affirms 'BB' Rating on COPs; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from developing on Mammoth Lakes, Calif.'s certificates of
participation (COPs). At the same time, Standard & Poor's
affirmed its 'BB' long-term rating on the town's COPs.

"We base the outlook revision on what we view as a continued high
degree of uncertainty over the upcoming 12-month period and credit
risk associated with a $30 million judgment against the town,
particularly after a decision by the California Supreme Court in
March 2011 not to hear an appeal of the judgment," said Standard &
Poor's credit analyst Sussan Corson. "In addition, we base the
outlook on Mammoth Lakes' intention to enter into a mediated
neutral evaluation process under California Government Code
section 53760.3 with its creditors, which is a preliminary step
required by recent state law for municipalities considering
bankruptcy. While town officials indicate they prefer to negotiate
and settle with the developer, should the neutral evaluation
process with Mammoth Lakes' creditors fail and the town actually
avails itself of protection under the bankruptcy code, Standard &
Poor's could lower the rating.  Should the town reduce its
significant liability without a bankruptcy filing and relieve
fiscal strain on the general fund through a settlement of the
dispute, Standard & Poor's could consider restoring the rating to
investment-grade," Ms. Corson added.

"The COPs rating also reflects our assessment of Mammoth Lakes'
covenant to budget and appropriate lease payments,and the general
credit characteristics of the town," S&P said.

"Mammoth Lakes is obligated to pay a judgment to a developer, Hot
Creek Mammoth Lakes Land Acquisition (MLLA), based on previous
litigation between the town and the developer, whereby MLLA filed
a claim alleging the town breached a 1997 development agreement
and sought $150 million in damages. In April 2008, a trial court
found in favor of Hot Creek and set damages at $30 million.
Mammoth Lakes appealed the outcome, and the case proceeded to
appellate court. In December 2010, the appellate court denied the
appeal and confirmed the previous judgment of $30 million plus
legal expenses. The town appealed the decision to the California
Supreme Court, which, in March 2011, decided not to hear the
appeal of the previous trial court judgment. Officials estimate
the total liability, with legal fees and interest, has increased
to more than $42 million, which represents 250% of Mammoth Lakes'
annual general fund budget. The town's insurance policy did not
cover this judgment," S&P said.

"Mammoth Lakes is 250 miles east of San Francisco in Mono County
in the eastern Sierra Nevada Mountains at an elevation of 7,000
feet; it is generally known for its very large and popular Mammoth
Mountain Ski Resort, which dominates the local economy," S&P said.


MASCO CORP: Fitch Downgrades Issuer Default Rating to 'BB'
----------------------------------------------------------
Fitch Ratings has downgraded Masco Corporation's (NYSE: MAS)
ratings, including the company's Issuer Default Rating (IDR) to
'BB' from 'BB+'.  The Rating Outlook is Stable.

The downgrade reflects the deterioration in Masco's operating
profile and credit metrics in 2011, which also fell short of
Fitch's expectations.  Masco ended fiscal 2011 with debt to EBITDA
(as calculated by Fitch) of 6.2 times (x).  Fitch had expected the
company's leverage to be at or slightly above 5x at year-end 2011.
Additionally, EBITDA to interest coverage of 2.5x and FFO interest
coverage of 1.7x during fiscal 2011 were also below Fitch's
expectations.

Fitch does not expect a meaningful improvement in Masco's
financial performance this year as housing, although expected to
grow modestly, remains very weak in absolute terms and spending
for big ticket renovation continues to be constrained.
Additionally, raw material costs are expected to remain elevated
for Masco's paint products during 2012.  Although the company is
expected to reduce debt by roughly $400 million this year, Fitch
projects Masco's leverage will remain elevated in the intermediate
term and is expected to continue to be above 5x in 2012.  Fitch
also projects interest coverage ratios to improve only marginally
this year compared with 2011.

Masco's historically strong free cash flow (FCF - Cash flow from
operations less capital expenditures and dividends) generation
diminished in 2011.  During the past decade, the company generated
significant FCF, even during periods when revenues and
profitability declined.  During the 2000 - 2010 periods, Masco
generated FCF in excess of $5.7 billion. (Masco generated FCF of
$220 million in 2010 and $414 million in 2009).  In 2011, the
company was slightly FCF negative.  Fitch currently expects Masco
to generate minimal FCF in 2012.

The ratings also reflect Masco's leading market position with
strong brand recognition in its various business segments, the
breadth of its product offerings, and solid liquidity position.
Risk factors include sensitivity to general economic trends, as
well as the cyclicality of the residential construction market.

The Stable Outlook reflects Fitch's view of moderately improving
housing and home improvement markets in 2012 compared with 2011.

The Stable Outlook also reflects the company's solid liquidity
position, although this is expected to decline moderately this
year due to an upcoming debt maturity.  Masco ended the year with
$1.66 billion of cash on the balance sheet and $630 million of
availability under its $1.25 billion unsecured revolving credit
facility that matures in January 2014.  The company has $791
million of notes coming due in July 2012, which it intends to
repay with the issuance of roughly $400 million of new notes and
cash on hand.  Fitch expects Masco to continue to have cash in
excess of $1 billion by year-end 2012.

In February 2012, the company amended its revolving credit
facility, which provided for certain add-backs to shareholder's
equity in its covenant calculation for certain non-cash charges
taken in 2010 and 2011.  This amendment increased the company's
borrowing availability under the revolver from $178 million to
$630 million.  The company indicated that as of Dec. 31, 2011, the
company can absorb a reduction in shareholder's equity of $340
million and remain in compliance with its leverage covenant.
Fitch expects Masco to continue to have access to its revolving
credit facility, although the amount available will likely
continue to be lower than the total facility amount due to
covenant constraints.

Fitch is encouraged that management has taken steps to preserve
its liquidity during these still uncertain times.  Masco had been
an aggressive purchaser of its stock starting in 2003, spending
about $1.2 billion annually, on average, in share repurchases and
dividends during the 2003 - 2007 periods.  The company has not
repurchased stock since July 2008 and has put its share repurchase
program on hold, except for stock buybacks to offset the dilutive
effect of stock grants.   In March 2009, Masco also reduced its
quarterly dividend from $.235 per common share ($.94 annually) to
$0.075 per share ($.30 annually), saving approximately $225
million per year. Fitch expects the company will preserve its
strong liquidity position and refrain from meaningful share
repurchases through at least this year.

Fitch's rating also takes into account the cyclicality of Masco's
end markets. Fitch's housing forecasts for 2012 assume a modest
rise off a very low bottom.  New home inventories are at
historically low levels and affordability is at near record highs.
In a slowly growing economy with distressed home sales competition
similar to 2011, less competitive rental cost alternatives, and,
probably, even lower mortgage rates, total housing starts should
improve almost 7% to 650,000 homes, while new home sales increase
approximately 5.6% to 319,000 and existing home sales grow 3% to
4.388 million.

The home improvement industry has shown moderate recovery during
the past two years. Fitch currently projects home improvement
spending will grow 4% in 2012. Remodeling expenditures are likely
to continue to pick up this year as homeowners who deferred
maintenance and/or improvements during the recent recession start
revisiting these projects.  The gradual improvement in the economy
and moderately better housing market conditions could provide the
catalyst for a slightly more robust increase in spending for home
remodeling projects this year as compared to the estimated 3%
growth in 2011.  However, Fitch expects spending on big ticket
renovations will remain constrained as credit availability remains
tight and returns on home improvement projects continue to fall.

Future ratings and outlooks will be influenced by broad housing
and home improvement market trends, as well as company specific
activity, particularly free cash flow trends and uses.  Masco's
rating is constrained in the intermediate term due to weak credit
metrics, but a Positive Rating Outlook may be considered if the
recovery in housing metrics and home improvement spending is
significantly better than Fitch's outlook and the company
significantly improves its credit metrics above Fitch's current
expectations.  Negative rating actions could occur if the
anticipated recoveries in Masco's end-markets do not materialize
and/or if management resumes a meaningful share repurchase program
before a clearly established recovery has began in the housing and
home improvement markets.

Fitch has downgraded the following ratings for Masco:

  -- Long-term IDR to 'BB' from 'BB+';
  -- Senior unsecured notes to 'BB' from 'BB+';
  -- Unsecured bank credit facility to 'BB' from 'BB+'.


MEDIA GENERAL: S&P Retains 'CCC+' Corporate; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services  revised its recovery rating on
Richmond, Va.-headquartered Media General Inc.'s senior secured
notes to '3', indicating its expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default, from
'4' (30% to 50% recovery expectation). "The issue-level rating on
the senior secured notes remains unchanged at 'CCC+', at the same
level as the 'CCC+' corporate credit rating on the company, in
accordance with our notching criteria for a '3' recovery rating,"
S&P said.

"The revision of the recovery rating reflects an improvement in
our estimate of market liquidity and the resulting distressed
asset valuation for Media General's broadcasting assets under our
2012 simulated default scenario," noted Standard & Poor's credit
analyst Jeanne Shoesmith.

"At the same time, we affirmed our 'CCC+' corporate credit rating
on Media General. The rating outlook is negative," S&P said.

"The 'CCC+' rating on Media General reflects our expectation that
the company will likely violate covenants at the end of March if
it is unable to amend its bank loan covenants. Media General's
business risk profile is 'vulnerable', based on structural
pressure on the U.S. newspaper industry, TV broadcasting's mature
long-term growth prospects, and increased competition for audience
and advertisers from traditional and nontraditional media. Very
high lease- and pension-adjusted debt to EBITDA, of 8.6x as of
Dec. 25, 2011, underpins our view of Media General's financial
profile as 'highly leveraged.' We could lower the rating if the
company doesn't make meaningful progress in addressing covenant
risks over the coming month and we become convinced that a
violation is imminent," S&P said.

"Media General's businesses include newspaper publishing, TV
broadcasting, and digital media, located mainly in the
Southeastern U.S. Its revenue concentration is in newspaper
publishing, which is facing negative structural trends from
readership and advertising moving away from print to online
sources. This segment has reported five years of revenue declines,
and we believe that ongoing cost reductions will be required in
order to maintain the viability of the company's print
publications. Media General's three largest newspapers together
constitute about 60% of the company's publishing revenue, making
the company vulnerable to economic trends in those markets. We are
not confident that digital revenue growth will support editorial
costs over the long term," S&P said.


MEDIACOM LLC: Fitch Affirms 'B+' on Anticipated Debt Reduction
--------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating (IDR)
assigned to Mediacom LLC (LLC) and Mediacom Broadband LLC
(Broadband).  Both LLC and Broadband are wholly owned subsidiaries
of Mediacom Communications Corporation (Mediacom).  The Rating
Outlook is Stable.  As of Sept. 30, 2011, Mediacom had
approximately $3.6 billion of debt outstanding including $1.6
billion at LLC and $2 billion at Broadband.

Central to the affirmation of Mediacom's ratings is Fitch's
ongoing expectation that the company will utilize free cash flow
generation to reduce outstanding debt.  Debt outstanding increased
6.4% relative to year-end 2010 to approximately $3.6 billion as of
Sept. 30, 2011.  The higher debt is within Fitch's expectations
for the rating and is attributable to the funding requirements
related to the privatization transaction completed in March 2011.
The anticipated debt reduction coupled with modest operational
improvement will strengthen credit protection metrics to a level
more consistent with the current rating category with leverage
trending below 6 times (x).  Fitch estimates year-end 2011
leverage improved to 6x and 5.8x for LLC and Broadband
respectively, and expects leverage will strengthen by year-end
2012 to 5.8x and 5.6x for LLC and Broadband respectively provided
that each company uses its free cash flow to reduce outstanding
debt.

Rating concerns center on the company's high leverage relative to
its peer group and other larger cable multiple system operators
(MSOs), a comparatively weaker subscriber clustering profile and
service penetration rates that lag behind industry leaders, and
Medicom's ability to maintain its competitive position relative to
the threat posed by the direct broadcast satellite (DBS)
operators.  Fitch acknowledges potential growth and operating
profile enhancements that can be captured by increasing service
penetration levels as well as capitalizing on commercial revenue
growth potential.

Additional concerns center on Mediacom's ability to grow retail
revenues beyond the company's core 'triple-play' service offering.
Fitch points out that event risks related to how Mediacom intends
to use existing borrowing capacity on its revolvers and free cash
flow generation are elevated within the company's overall credit
profile.

Mediacom's liquidity position is sufficient given the current
rating and is primarily supported by expected free cash flow
generation and the aggregate available borrowing capacity from
subsidiary revolving credit facilities, which totaled
approximately $138 million when adjusted for recent capital market
activity.  LLC's revolver is scheduled to expire in December 2014
while Broadband's revolver will expire in December 2016 (subject
to certain exceptions).  The company also benefits from a
favorable maturity schedule consisting of mandatory amortization
from subsidiary credit facilities totaling $23 million during 2012
and 2013.

In aggregate, LLC and Broadband generated approximately $161
million of free cash flow (defined as cash from operations less
capital expenditures and dividends) during the latest 12 months
(LTM) period ended Sept. 30, 2011.  Fitch believes the company's
relatively stable operating profile, characterized by steady
operating margins and consistent capital intensity levels, enable
the company to produce consistent levels of free cash flow over
the ratings horizon.

Positive rating actions would be contemplated if leverage declines
below 5x, strengthens free cash flow generation, and the company
demonstrates progress in closing gaps relative to its industry
peers on service penetration rates and strategic bandwidth
initiatives.  Fitch believes that negative rating actions would
likely coincide with a leveraging or shareholder-friendly
transaction that increases leverage beyond 6.5x without a clear
path to de-leverage, the adoption of a more aggressive financial
strategy, or a perceived weakening of Mediacom's competitive
position.

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

Mediacom Broadband LLC

  -- IDR at 'B+';
  -- Senior unsecured 'B/RR5'.

Mediacom LLC

  -- IDR at 'B+';
  -- Senior unsecured at 'B/RR5'.

Mediacom Illinois LLC
Mediacom Arizona LLC
Mediacom Indiana LLC
Mediacom California LLC
Mediacom Minnesota LLC
Mediacom Delaware LLC
Mediacom Wisconsin LLC
Mediacom Southeast LLC
Mediacom Iowa LLC
Zylstra Communications Corporation

  -- IDR at 'B+';
  -- Senior secured at 'BB+/RR1'.

MCC Georgia, LLC
MCC Illinois, LLC
MCC Iowa, LLC
MCC Missouri, LLC

  -- IDR at 'B+';
  -- Senior secured at 'BB+/RR1'.

The following rating has been withdrawn:

Mediacom Communications Corporation

  -- IDR 'B+'.


MF GLOBAL: CFTC Boosts Oversight of Futures After MF Demise
-----------------------------------------------------------
The Commodity Futures Trading Commission approved a rule that will
shed more light on trading in the futures and swap markets, a
measure that will protect customers following the collapse of MF
Global in October, Reuters reported.

The rule specifically would require investment companies like
mutual funds that invest in commodities to register with the
CFTC, Reuters disclosed.  This rule reinstates measures in place
prior to 2003, the report said.

The CFTC said the rule would help the agency increase its
oversight of commodity pool operators -- an entity where funds
from multiple investors are combined to trade or to invest -- and
commodity trading advisors, Reuters noted.  "The financial
crisis, and now the collapse of MF Global, highlights the need
for more accessible and effective customer protection measures,"
Scott O'Malia, a CFTC commissioner, was quoted as saying.

In furtherance of its efforts to prevent a collapse like MF
Global's, the CFTC will hold a public roundtable next week to
discuss policy changes, including a plan that would allow
customers to trade through futures brokerage firms without
keeping their excess cash there, according to a copy of the
agenda provided to The New York Times.  The agency will also vote
on a rule that will require a brokerage firm's chief compliance
officer to create internal controls for protecting customer
money, an effort that began in 2010, according to the report.

                         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: Debt Investors Approach MF Customers to Buy Claims
-------------------------------------------------------------
Dan Strumpff of The Wall Street Journal reported that investors
that gobble up claims in bankrupt or distressed companies have
begun approaching former MF Global customers with offers to buy
their claims for cash at a discount.

These investment firms' are on a bet that the trustee liquidating
the brokerage unit will find and return more or perhaps all of
the missing funds, currently estimated at $1.6 billion, the
Journal noted.  Customers who choose to sell to these firms
essentially relinquish their claim to the rest of their cash in
exchange for money now, according to the report.

Already, customers have received 72% of their money at the
brokerage unit, the Journal noted.  New York-based Triax Capital
Advisors is offering to bring that figure up to 88% in exchange
for a customer's claim to the remainder of their funds, the
report said.  Barrett Mikelberg, director of business development
at Triax, confirmed to the Journal that he has talked to between
60 and 80 customers of MF Global since late December regarding
the sale of their claims.  He said he is targeting customers with
larger claims totaling $1 million or more, the report noted.
None with claims that large have struck a deal yet, he said.
However, a small number of customers with claims under $1 million
have agreed to sell, he added.

Another firm, ASM Capital said that it has begun mailing letters
to customers with offers to buy the remainder of a customer's
claim for a discount, or pay for a smaller fraction of the
customer's claim plus a stake in any additional payout from the
SIPA trustee.

In related news, MF Global customers can sell their claims for as
much as 88 cents on the dollar while their counterparts at MF
Global UK may not get as much, Christopher Scinta of Bloomberg
News relayed.

MF Global's customers have started to sell their claims to
distressed debt investors, including hedge funds, to get some
money quickly, rather than waiting for payouts from the trustee
in New York and U.K. administrators, the Bloomberg report said.

The lower value of U.K. claims reflects the slower return of
funds and disputes about the status of the London unit's customer
accounts, Bloomberg stated.  James Nicholls, Esq., a London
lawyer specializing in insolvency and claims trading, has seen
U.K. customers offered 70 percent to 77 percent of face value for
their claims.

                         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: MF Brokerage Faces More Exits; Staff Down to 80
----------------------------------------------------------
Jacob Bunge of MarketWatch reported that MF Global Inc.'s staff
is now 80, down from 180 in mid-November as more employees
continue to exit the failed firm.

This is all part of the wind-down, a spokesperson for James
Giddens, the trustee overseeing the brokerage unit's liquidation
said, the report relayed.

The spokesperson noted that some of the 100 staff shed had left
on their own for other jobs while others ran out a three-month
contract to assist in the firm's liquidation, the report noted.

Prior to MF Global's collapse, the firm's U.S. broker-dealer unit
counted 1,066 staff, representing the bulk of the New York-based
company's total of approximately 2,800 employees last year,
MarketWatch disclosed.

Hundreds of MF Global employees were terminated after MF Global
filed for bankruptcy on October 31, the report noted.

Meanwhile, MF Global's holding company currently employs 20
employees who are handling legal and accounting matters, as well
as tax issues and the pursuit of insurance claims that the
bankrupt company could collect, according to a spokeswoman for
the firm, the report added.

                         About MF Global

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

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

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

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

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

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

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

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

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


MF GLOBAL: UK Unit Makes First Distribution to Clients
------------------------------------------------------
The joint special administrators of MF Global UK have confirmed
that they started making interim distribution payments to those
with agreed client money claims on February 10, 2012, according
to an updated posted in the administrators' Web site.

The first wave of settlements affects up to 600 clients with
estimated claims of $12m, with a second wave of settlements
starting from next week, affecting another 1,300 clients with
estimated claims of $19m.

To receive an interim distribution payment, clients must agree
the balance represents their entire claim against MF Global UK
and must enter into a settlement agreement, which provides an
indemnity to repay any amounts received in excess of the client's
entitlement.  The special administrators are urging clients who
meet the interim distribution requirements to complete the bank
confirmation form without which they are unable to transfer
money.   More detailed information on making claims is available
at: www.kpmg.co.uk/mfglobaluk

The special administrators will continue to make interim payments
of 26c in the $1 as and when client money claims are agreed.

                         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: Holdings Receives 71 Claims Totaling $188.7 Million
--------------------------------------------------------------
About 71 claims totaling $188.7 million were received by MF
Global Holdings Ltd. from November 4 to January 31, Linda Sandler
of Bloomberg News, citing a claims register.

Tod Thielman and Pierre-Yvan Desparois, who sued the company
under the WARN Act, asserted the largest of the claims against
MFGH, the report noted.  They filed an unliquidated claim of $25
million, the report said.

Other claimants include American Bullion Exchange Abex Corp. that
filed two claims totaling about $7.7 million, and Blackrock
Financial Management Inc. for$4 million, the report continued.
MF Global Holdings previously published a list of its largest
known unsecured creditors that was topped by bondholder trustees
JPMorgan Chase & Co. and Deutsche Bank AG, each guarding more
than $1 billion of bonds, the report added.

The liquidator of MFGH's brokerage arm said he is counting
"thousands of claims" that were filed by January 31, 2012
deadline, spokesman Kent Jarrell said in an e-mailed statement to
Bloomberg.

                         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)


MOHEGAN TRIBAL: Amends Exchange Offers Minimum Tender Condition
---------------------------------------------------------------
The Mohegan Tribal Gaming Authority has amended its private
exchange offers and consent solicitations to lower the
participation level for the minimum tender condition with respect
to its outstanding 6 1/8% senior notes due 2013 and 8% senior
subordinated notes due 2012 to the levels that have been
previously tendered.  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 originally
scheduled, and there will be no withdrawal rights for the
remainder of the exchange offers.

As amended, the exchange offers are conditioned upon, among other
things, the valid tender (without being withdrawn) of old notes
representing at least (i) 50.1% of the outstanding principal
amount of the old second lien notes, (ii) 83.5%, 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.  As of Feb. 29, 2012, 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, have been tendered into
the exchange offers.

The conditions to the exchange offers are otherwise 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.  At this time, the
Authority anticipates that all conditions to the exchange offer
will be satisfied, and that the exchange offers will close,
promptly following the revised early tender date.

The Authority also announced that it has extended the expiration
date of the private exchange offers and consent solicitations to
5:00 p.m., New York City time, on March 2, 2012, and has extended
the early tender date with respect to the old 2012 and old 2013
notes until 5:00 p.m., New York City time, on March 2, 2012, in
each case unless extended by the Authority.  The noteholders who
previously entered into agreements with the Authority to tender
their old notes into the exchange offers have consented to the
amended terms of the exchange offers.

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. 28, 2012.

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.

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.


MORGANS HOTEL: Incurs $17.6 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
Morgans Hotel Group Co. reported a net loss of $17.66 million on
$52.03 million of total revenues for the three months ended
Dec. 31, 2011, compared with a net loss of $7.50 million on
$65.05 million of total revenues for the same period a year ago.

The Company reported a net loss of $87.95 million on $207.33
million of total revenues for the year ended Dec. 31, 2011,
compared with a net loss of $83.64 million on $236.37 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $557.65
million in total assets, $642.12 million in total liabilities,
$5.17 million in redeemable noncontrolling interest and a $89.64
million total stockholders' deficit.

CEO Michael Gross said, "During 2011, we have made good progress
in executing our strategy.  It's been a transitional year for us,
but much of the hard work has been done and we are now firmly
focused on the opportunity ahead.  With the renovations at Delano
and Hudson progressing, the acquisition of The Light Group, and
other efforts to enhance our capabilities, we are further
improving the service, experience and reputation of our hotels in
the eyes of both guests and hotel owners.  We have also
strengthened our balance sheet, improving our financial
flexibility to invest in growing our business.  As a result, we
are in a better position than ever to continue to build our higher
margin, more scalable management business, boost RevPAR, and
create long-term shareholder value."

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

                       http://is.gd/qCIVxM

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.


NAVISTAR INTERNATIONAL: To Present Fiscal Q1 Results Thursday
-------------------------------------------------------------
Navistar International Corporation will present via live web cast
its fiscal 2012 first quarter financial results on Thursday, March
8th.  A live web cast is scheduled at approximately 9:00 AM ET.
Speakers on the web cast will include Daniel C. Ustian, Chairman,
President and Chief Executive Officer, A. J. Cederoth, Executive
Vice President and Chief Financial Officer, and other Company
leaders.

The web cast can be accessed through a link on the investor
relations page of Navistar's Web site at
http://ir.navistar.com/events.cfm.  Investors are advised to log
on to the website at least 15 minutes prior to the start of the
web cast to allow sufficient time for downloading any necessary
software.  The web cast will be available for replay at the same
address approximately three hours following its conclusion, and
will remain available for a period of 10 days.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet as of Oct. 31, 2011, showed $12.29
billion in total assets, $12.26 billion in total liabilities, $5
million in redeemable equity securities, and $23 million in total
stockholders' equity.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEVADA CANCER: GFBunting to Provide Plan PR on Pro Bono Basis
-------------------------------------------------------------
Nevada Cancer Institute will ask the Court at a hearing March 28,
2012 to approve its employment of GFBunting LLC as communications
consultant, nunc pro tunc to Feb. 12, 2012.

Bunting will to provide strategic communications and public
relations services to the Debtor, as the Debtor repositions itself
and its fundraising efforts following closure of the UC San
Diego Health System sale, completes the chapter 11 process, and
prepares to emerge from chapter 11 pursuant to its proposed plan
of reorganization. In light of the Debtor's philanthropic mission,
Bunting has agreed to provide these services on a pro bono basis,
subject to the provision of an indemnity, and the payment of
certain fees and expenses if Bunting ever becomes subject to legal
process as a result of this assignment.

                          Cash Collateral

At a hearing in January, the bankruptcy judge entered a final
order authorizing the Debtor to use cash collateral.

Bank of America, as agent for the prepetition secured lenders,
holds a senior interest in the Debtor's cash collateral, for the
ratable benefit of the lenders, while Oncology Supply may assert a
junior interest in the cash collateral.  As of the petition date,
the Debtor owed $91 million under the credit agreement.

A stipulation among the Debtor, BofA and other creditors were
signed in connection wit the Debtor's use of cash collateral.

The stipulation provides that the lenders may withdraw their
consent to the cash use if, among others, the effective date of
the Bankruptcy Plan has not occurred prior to April 27, 2012 at
11:59 p.m.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada..
It formerly maintained a state-of-the-art outpatient cancer
treatment and research facility in the Summerlin area of Las
Vegas.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.

At a hearing in January, the bankruptcy judge approved the
Debtor's request to employ, among others, Klee, Tuchin, Bogdanoff
& Stern LLP, as bankruptcy counsel; Lewis and Roca LLP as
reorganization co-counsel; Alvarez & Marsal Healthcare Industry
Group LLC as the Debtor's restructuring advisors.  Kurtzman Carson
Consultants LLC serves as the Debtor's claims and noticing agent.

The judge ruled in January that the appointment of a patient care
ombudsman is not necessary.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette E. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Regents of the University of California on behalf of its UC
San Diego Health System, is represented by James W. Kapp, III,
Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.

The Debtor underwent a significant prepetition operational
restructuring, and, after commencing this case, sold the Flagship
Building to the Regents of the University of California on behalf
of its UC San Diego Health System in a Court-approved sale
pursuant to Bankruptcy Code section 363 that closed on Jan. 31,
2012.

The hearing on confirmation of Nevada Cancer's Chapter 11 plan on
April 23, 2012.


NEVADA CANCER: Piercy Bowler to Provide Audit Services
------------------------------------------------------
Nevada Cancer Institute asks the Bankruptcy Court to enter an
order authorizing the employment of Piercy Bowler Taylor & Kern to
serve as auditor effective as of Feb. 12, 2012.

Both before and after the Chapter 11 petition date, the Debtor has
received charitable donations for the specific purpose of engaging
an auditor to audit the Debtor's 2010, 2011, and 2012 financial
statements and its 2011 and 2012 employee benefit plans.

The Debtor requires the auditing services in order to (i) comply
with the terms of many of its grants and donations, (ii) comply
with its annual reporting obligation under the Employee Retirement
Income Security Act of 1974, (iii) maintain eligibility for
federal financial assistance, and (iv) attract grants and
donations going forward, as many philanthropic supporters of the
Debtor are sophisticated donors who require that the Debtor obtain
audited financial statements.  Consequently, the Debtor believes
that the retention of PBTK is in the best interests of its estate
and creditors.

The Debtor further believes that the compensation to be paid to
PBTK is fair and reasonable given the scope of the services to be
provided by PBTK.

PBTK did not provide services to the Debtor prepetition, and does
not hold a prepetition claim against the Debtor.

The Debtor has agreed to pay PBTK's professional fees on account
of services provided to the Debtor at PBTK's hourly rates and
reimburse PBTK for costs and expenses incurred by PBTK in
connection with this engagement.  PBTK's current hourly rates
range from $290 to $430 for principals, $205 to $235 for managers,
$135 to $220 for senior associates, and $100 to $125 for staff
associates.  However, in light of the Debtor's nonprofit status
and philanthropic mission, PBTK has agreed to discount the rates
of the professionals.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada..
It formerly maintained a state-of-the-art outpatient cancer
treatment and research facility in the Summerlin area of Las
Vegas.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Chief Bankruptcy Judge Mike K. Nakagawa oversees the case.

At a hearing in January, the bankruptcy judge approved the
Debtor's request to employ, among others, Klee, Tuchin, Bogdanoff
& Stern LLP, as bankruptcy counsel; Lewis and Roca LLP as
reorganization co-counsel; Alvarez & Marsal Healthcare Industry
Group LLC as the Debtor's restructuring advisors.  Kurtzman Carson
Consultants LLC serves as the Debtor's claims and noticing agent.

The judge ruled in January that the appointment of a patient care
ombudsman is not necessary.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette E. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Regents of the University of California on behalf of its UC
San Diego Health System, is represented by James W. Kapp, III,
Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.

The Debtor underwent a significant prepetition operational
restructuring, and, after commencing this case, sold the Flagship
Building to the Regents of the University of California on behalf
of its UC San Diego Health System in a Court-approved sale
pursuant to Bankruptcy Code section 363 that closed on Jan. 31,
2012.

The hearing on confirmation of Nevada Cancer's Chapter 11 plan on
April 23, 2012.


NEW ENTERPRISE: Moody's Lowers Corporate Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded, NESL's corporate family
rating and probability of default rating to Caa1 from B3, senior
unsecured notes to Caa3 from Caa2, and assigned Caa1 rating to the
proposed $250 million senior secured cash-pay and PIK note
offering due 2018. The rating outlook is stable.

In a refinancing transaction NESL is issuing new $250 million
senior secured cash-pay and PIK Notes due 2018 and entering into a
new $170 million senior secured ABL revolving credit facility due
2017. The proceeds from the proposed note offering and the new ABL
revolving credit facility will be used to repay current
outstanding debt, including first lien term loan A and B,
outstanding borrowings under the existing $135 million revolving
credit facility, and other indebtedness.

These rating actions were taken:

Corporate family rating, downgraded to Caa1 from B3;

Probability of default rating, downgraded to Caa1 from B3;

Existing $250 million 11% senior unsecured notes due 2018,
downgraded to Caa3 (LGD5, 84%) from Caa2 (LGD5, 81%);

New $250 million senior secured cash-pay and PIK Notes due 2018,
assigned Caa1 (LGD3, 44%);

The rating outlook is stable.

RATINGS RATIONALE

The downgrades result from the company's weak operating
performance as it grapples with ongoing soft demand in its key
markets. As a result, operating margins have deteriorated below
expectations, adjusted debt-to-EBITDA leverage exceeds previous
expectations, and its interest coverage and liquidity remain weak.
Additionally, it is Moody's expectation that various fiscal
constraints at the federal and state levels, the expiration of the
ARRA funding, and uncertainties around the extensions or re-
establishments of infrastructure and transportation programs will
continue to negatively affect the company's end market demand and
put pressure on its operating performance, leaving limited
opportunities for material improvement in the near term. As a
result, without an improvement in earnings, debt-to-EBITDA
leverage is likely to remain elevated or rise partially due to the
PIK interest component of its senior secured notes.

The Caa1 corporate family rating balances the company's modest
scale, seasonality of its business, limited geographic
diversification, concentration of business with Pennsylvania DOT,
high financial leverage and relatively low operating margins
against the company's adequate liquidity, historic resilience
through various economic cycles, relative historic stability of
public construction spending, multi-generational family
stewardship, and prudent acquisition and growth strategy.

The company has modest liquidity, despite being improved by the
proposed refinancing transaction, which eliminated the majority of
financial maintenance covenants and extended NESL's debt maturity
profile to 2017 and 2018. However, the debt restructuring will
result in significantly higher interest rates and weaker debt
servicing measures.

The stable outlook presumes the company will maintain sufficient
liquidity through a cyclically weak period, and will ultimately
rebuild balance sheet strength and financial flexibility.

The rating would likely be downgraded if the company continues to
experience declining profitability or if adjusted debt-to-EBITDA
leverage exceeds 8.5x for an extended period of time or if
liquidity and coverage metrics deteriorate.

Given current weak end market conditions and the associated weak
credit metrics as well as limited opportunities for material
improvement, upward pressure on the ratings is unlikely in the
intermediate term. However, over a longer time horizon, material
de-levering resulting in adjusted debt-to-EBITDA consistently
falling below 6.0x, and EBIT-to-Interest exceeding 1.5x combined
with improved profitability could result in ratings upgrade.
Building additional geographic diversity, scale, and customer
diversity would also improve the company's credit risk profile.

The principal methodology used in rating New Enterprise was the
Global Building Materials Industry Methodology published in July
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.

New Enterprise Stone & Lime, Co., Inc. is a privately held,
vertically-integrated construction materials supplier,
heavy/highway construction contractor, and traffic safety services
and equipment provider. The company operates 52 quarries and sand
deposits, 32 hot mix asphalt plants, 20 fixed and portable ready
mixed concrete plants, five concrete production plants, three lime
distribution centers, seven construction supply centers, and in
its traffic safety equipment segment - five manufacturing
facilities and a national network of sales facilities. NESL's
operations are primarily concentrated in Pennsylvania and Western
New York, with reach into the adjacent states including Delaware,
Maryland, West Virginia, Virginia, and New Jersey. In the last
twelve month period ending November 30, 2011, the company
generated $694 million in revenues and $80 million in adjusted
EBITDA.


NEW ENTERPRISE: S&P Puts 'B-' Corp. Credit Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Pennsylvania--based New Enterprise Stone & Lime Co. Inc.,
including our 'B-' corporate credit rating, on CreditWatch with
negative implications.

"At the same time, we assigned a 'B-' issue-level rating to the
proposed $250 million of senior secured notes due 2018 with a
recovery rating of '3', indicating that lenders could expect
meaningful (50% to 70%) recovery of principal in the event of a
default," S&P said.

"The CreditWatch listing follows New Enterprise's announcement
that it plans to enter into a new $170 million asset-based
revolving credit facility due 2017 and also issue $250 million of
13% senior secured notes due 2018," S&P said.

"Based on our initial analysis, we have determined that if the
transaction is completed as currently proposed, we would affirm
our 'B-' corporate credit rating following the closing of the
transaction," said Standard & Poor's credit analyst Thomas
Nadramia. "We would also lower the rating on the company's $250
million 11% senior unsecured notes due 2018 to 'CCC' from 'B-',
given the increased amount of senior obligations, which would
reduce recovery prospects for this issue. The rating and stable
outlook would reflect the fact that the company would not have any
significant maturities until 2017, when its asset-based lending
facility matures. In addition, we are projecting that the company
will maintain 'adequate' liquidity during this period, given
projected availability under its new credit line and the lack of
financial ratio covenant requirements in the proposed capital
structure."

"However," added Mr. Nadramia, "should the proposed transaction
fail to close, it is likely that we would lower the corporate
credit rating to 'CCC' from 'B-', given the likelihood of
constrained liquidity due to lack of cushion under financial ratio
covenants in the existing bank term loan credit agreements. The
lower rating would also reflect heightened refinancing risk
associated with the maturity of the existing revolving credit
facility in less than one year in January 2013."

"In resolving the CreditWatch listing, we will monitor New
Enterprise's progress in completing the proposed transaction. If
the company successfully refinances its bank debt and closes on
its new revolving credit facilities, we would likely affirm our
current 'B-' corporate credit rating. If the transaction is not
completed as planned, we would likely lower corporate credit and
issue-level ratings to the 'CCC' category," S&P said.


NIP COMPANY: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------
Debtor: The NIP Company
          aka NIP
              National Insurance Partners, Inc.
              NIP-RCG, Inc.
        4501 Spanish Oaks Club Boulevard, No. 19
        Austin, TX 78738

Bankruptcy Case No.: 12-10393

Chapter 11 Petition Date: February 28, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Thomas H. Grace, Esq.
                  SPENCER CRAIN CUBBAGE HEALY & MCNAMARA PLLC
                  1177 West Loop South, Suite 1300
                  Houston, TX 77027
                  Tel: (713) 375-2451
                  Fax: (713) 375-2499
                  E-mail: hobank@spencercrain.com

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

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Retirement Capital Group, Inc.        12-10396            02/28/12
  Assets: $10,000,001 to $50,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by C. William Pollock, chairman.

A. NIP Company's List of Its Seven Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
American Bank Westlake             Bank Note            $1,800,000
P.O. Box 6469
Corpus Christi, TX 78466-6469

Frost Bank                         Bank Note              $666,218
P.O. Box 34746
San Antonio, TX 78565

Select Capital                     Loan                   $500,000
700 Louisiana Street, Suite 4600
Houston, TX 77002-2845

C. William Pollock                 Loan                   $350,000
4501 Spanish Oaks Club Boulevard, Unit 19
Austin, TX 7873

Mansfield Group Ltd.               Loan                   $250,000
Cosmo Palmieri ? Service Group
6907 N. Capital of Texas Highway
P.O. Box 341180
Austin, TX 78734

Victory Construction Company, Ltd. Loan                   $250,000
Cosmo Palmieri ? Service Group
6907 N. Capital of Texas Highway
P.O. Box 341180
Austin, TX 78734

Millet the Printer, Inc.           Trade Debt               $6,571


B. Retirement Capital's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
William L. MacDonald               Loan, Contract       $1,104,026
7555 Plein Aire
San Diego, CA 92127

Bruce Knox                         Contract               $600,000
75153 Merie Drive, Suite H
Palm Desert, CA 92211

Arthur Laffer                      Loan                   $565,715
2909 Poston Avenue, 2nd Floor
Nashville, TN 37203

California Bank & Trust            Bank Loan              $245,535

Buchanan Ingersoll & Rooney PC     Attorney Fees          $124,977

C. William Pollock                 Contract                $79,769

Dave Stecher                       Contract                $75,898

Laffer Associates                  Trade Debt              $71,356

Andrew Myers                       Trade Debt              $59,571

American Financial Systems, Inc.   Trade Debt              $44,700

Canon Financial Services, Inc.     Trade Debt              $43,977

Fulbright & Jaworski LLP           Attorney Fees           $31,549

Fidelity Investments               Trade Debt              $30,000

Betty Spining                      Wages                   $28,000

Jeffer Mangels Butler & Mitchell   Attorney Fees           $27,768
LLP

Winston & Strawn LLP               Attorney Fees           $26,558

American Arbitration Association   Services                $26,300

Maxwell & Locke Ritter             Attorney Fees           $20,043

Richard Spaziano                   Trade Debt              $18,729

California Bank & Trust            Bank Loan               $18,025


NPS PHARMACEUTICALS: Appoints FoldRx's G. Gemayel to Board
----------------------------------------------------------
NPS Pharmaceuticals, Inc., announced the appointment of Georges
Gemayel, Ph.D., to its board of directors.  Dr. Gemayel previously
served as executive chairman of FoldRx Pharmaceuticals, Inc.,
president and chief executive officer of Altus Pharmaceuticals,
Inc., executive vice president of Genzyme Corporation, and vice
president, national specialty care of Roche.

"It is with great pleasure that I welcome Georges to our board,"
said Peter G. Tombros, chairman of NPS Pharmaceuticals.  "His
extensive knowledge of the biopharmaceutical industry,
understanding of the orphan products space, and successful
commercial experience will be highly valuable as we prepare for
the potential launches of Gattex and Natpara.  We look forward to
his contributions to our future success."

Dr. Gemayel, 51, brings more than 20 years of pharmaceutical
industry experience to the NPS board of directors.  From 2008 to
2009 he served as president, chief executive officer, and director
of Altus Pharmaceuticals, a biopharmaceutical company focused on
oral and injectable protein therapeutics for patients with
gastrointestinal and metabolic disorders.  From 2003 to 2008, Dr.
Gemayel was executive vice president of Genzyme Corporation where
he was responsible for the company's global therapeutics
businesses, which included lysosomal storage disorders,
nephrology, transplant, endocrinology, and bio-surgery.
Previously he served as vice president of the U.S. Specialty Care
Business for Hoffmann-La Roche and as general manager of Hoffmann-
La Roche Portugal.

Dr. Gemayel completed his doctorate in pharmacy at Saint Joseph
University in Beirut, Lebanon and earned a Ph.D. in pharmacology
at Paris-Sud University, France.  He currently serves as chairman
of Syndexa Pharmaceuticals Corp. and chairman of Vascular
Magnetics, Inc. and previously served as a director of Adolor
Corporation and executive chairman of FoldRx Pharmaceuticals, Inc.

                    About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
Dec. 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at Dec. 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least Jan. 1, 2011.

The Company reported a net loss of $27.63 million on $75.38
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $25.04 million on $65.37 million
of total revenues for the same period a year ago.

The Company reported a consolidated net loss of $31.44 million on
$89.41 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.86 million on $84.15 million of
total revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $237.44
million in total assets, $276 million in total liabilities and a
$38.56 million total stockholders' deficit.


OILSANDS QUEST: Extends Offer Deadline for Assets Until April 27
----------------------------------------------------------------
Oilsands Quest Inc. is continuing to work to restructure its
affairs while under the protection of the Companies' Creditors
Arrangement Act (Canada), with the assistance of a Monitor
appointed by the Alberta Court of Queen's Bench.  With the
approval and support of the Monitor, Oilsands Quest has extended
the deadline for offers under its current Solicitation Process.
As well, the Company is working to reopen the sale process for the
non-core Eagles Nest asset, following a default on the agreed
deposit by the purchaser.  Finally, Oilsands Quest has been
granted an extension until May 18, 2012 to regain compliance with
the listing standards of the NYSE Amex.

Oilsands Quest is currently conducting a Court-approved process to
solicit offers to acquire, restructure or recapitalize the
Company, assisted by its financial advisor, TD Securities Inc.
Binding offers under this process were originally due in March
2012.  Several confidentiality agreements have now been signed
with interested parties.  Given the interest in the data room and
the time required for potential purchasers to conduct their due
diligence, Oilsands Quest is extending the deadline for offers
under the process to April 27, 2012.

In a development unrelated to the Solicitation Process, Oilsands
Quest is working with the Monitor to reopen the sale process for
its Eagles Nest asset.  As previously announced, FAMA Capital Ltd.
had signed a Purchase and Sale Agreement, approved by the Court,
to buy the asset for CDN$7.0 million, with a deposit of
CDN$400,000 due Feb. 24, 2012.  However, FAMA did not make the
deposit and the agreement was terminated.  The details of the new
sale process are still being finalized.

Further to previous disclosure, Oilsands Quest received notice on
February 24, 2012 from the staff of the NYSE Amex LLC that the
Company remains out of compliance with certain of the Exchange's
continued listing standards as set forth in Part 10 of the
Exchange's Company Guide.  Specifically, the Exchange noted that
the Company is not in compliance with Section 1003(a)(iv) of the
Company Guide because the Company has sustained losses which are
so substantial in relation to the Company's overall operations or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange and on Feb. 14, 2012 presented its most
recent plan to the Exchange.  In its letter of Feb. 24, 2012, the
Exchange notified Oilsands Quest that it accepted the Company's
plan of compliance and granted the Company an extension until
May 18, 2012 to regain compliance with the continued listing
standards.  The Company will be subject to periodic review by
Exchange Staff during the extension period.  Failure to make
progress consistent with the plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in the Company being delisted from the NYSE Amex.

Trading in the common shares of Oilsands Quest remains suspended
while the NYSE Amex determines whether to resume trading or to
delist the Company for failure to meet listing requirements.

                      About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc.

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands
Entities.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

Oilsands Quest obtained a May 18, 2012 extension of the order
providing creditor protection under the Companies' Creditors
Arrangement Act (Canada).


ON SEMICONDUCTOR: S&P Affirms 'BB' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Phoenix-based ON Semiconductor Corp. to positive from stable. "At
the same time, we affirmed our existing ratings on the company,
including the 'BB' corporate credit rating," S&P said.

"At the same time, we affirmed our 'BB' corporate credit rating on
subsidiary Semiconductor Components Industries LLC and revised our
outlook to positive from stable," S&P said.

"The outlook revision to positive reflects ON's cash flow
resiliency through the current industry inventory correction and
the impact of external shocks from natural disasters in Japan and
Thailand during the past year on its operations," said Standard &
Poor's credit analyst Andrew Change.

"We anticipate that the industrywide semiconductor inventory
correction will be largely completed by the first quarter of 2012,
with sequential improvements through the remainder of the year,"
S&P said.

"We expect ON's full-year revenues and EBITDA margin to be lower
year over year in 2012 due to the residual impact from Thailand
flooding," added Mr. Chang, "but also anticipate that the company
will be able to sustain adjusted leverage at or below mid-2x
through the cycle while generating consistent cash flow."

"Standard & Poor's views ON's business risk profile as 'fair'
according to our criteria. The company is a vertically integrated
manufacturer of logic, power, and analog integrated circuits, and
discrete semiconductors with over 42,000 products and nearly 50
billion units shipped in 2011. The analog and discrete markets
remain highly fragmented but ON maintains leadership in certain
submarkets, especially in high-performance, energy-efficient
products. ON's diverse end markets and customer base also provide
a degree of revenue stability," S&P said.

"The acquisition of SANYO Semiconductor in early 2011 increased
ON's scale and continues the evolution of its business model
toward a primarily proprietary analog semiconductor provider with
less reliance on lower margin standard products. For now, however,
ON generates margins that are below both its pre-SANYO period and
those of many of its peers, reflecting SANYO's below-average
margins and ON's still significant exposure to commodity-like
products. In addition, the confluence of an industry inventory
correction, the tsunami in Japan, and flooding in Thailand have
severely affected overall profitability, especially within SANYO,"
S&P said.

"The positive outlook reflects our expectation that ON will
continue to generate good cash flow through 2012. We anticipate
that revenues and profitability are likely to decline in the near
term due to the effects of the inventory correction and Thailand
flooding. If ON can improve its profitability through the
successful integration of SANYO and fab consolidation while
maintaining debt to EBITDA at or below the mid-2x area, we would
consider raising the rating," S&P said.

"Alternatively, if operating performance remains challenged, or if
the company pursues a more aggressive financial policy via a
sizable debt-financed acquisition or shareholder returns,
resulting in leverage above 3x, we could revise the outlook to
stable," S&P said.


OXNARD POTTER'S: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Oxnard Potter's Village Plaza De Oro, LLC
        2249 Rafael Terrace
        Glendale, CA 91208

Bankruptcy Case No.: 12-16888

Chapter 11 Petition Date: February 27, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: M Jonathan Hayes, Esq.
                  LAW OFFICE OF M JONATHAN HAYES
                  9700 Reseda Bl, Suite 201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@hayesbklaw.com

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

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-16888.pdf

The petition was signed by Nasrollah Nick Dassian, managing
member.


PAWTUCKET ASPHALT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pawtucket Asphalt Corporation
        25 Concord Street
        Pawtucket, RI 02860-3423

Bankruptcy Case No.: 12-10602

Chapter 11 Petition Date: February 27, 2012

Court: U.S. Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtor's Counsel: Andrew S. Richardson, Esq.
                  BOYAJIAN HARRINGTON & RICHARDSON
                  182 Waterman Street
                  Providence, RI 02906
                  Tel: (401) 273-9600
                  E-mail: andy@bhrlaw.com

Scheduled Assets: $2,969,264

Scheduled Debts: $6,427,179

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/rib12-10602.pdf

The petition was signed by Jeffrey S. Joaquin, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
International Paving Corporation      12-10603            02/27/12


PNA ENTERPRISE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: PNA Enterprise, LLC
        P.O. Box 711185
        San Diego, CA 92171

Bankruptcy Case No.: 12-02571

Chapter 11 Petition Date: February 27, 2012

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Michael A. Feldman, Esq.
                  LAW OFFICES OF MICHAEL FELDMAN
                  2398 San Diego Avenue, Suite B
                  San Diego, CA 92110
                  Tel: (619) 297-5811
                  Fax: (619) 297-5915
                  E-mail: brfcase1@aol.com

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

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

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

The petition was signed by Kim P. Huynh, managing member.


PROSPECT MEDICAL: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Los
Angeles-based Prospect Medical Holdings Inc. to positive from
stable. At the same time, Standard & Poor's affirmed its ratings
on the company, including the 'B' corporate credit rating.

"Our ratings on Prospect reflect our expectation that its recent
acquisition of Nix Health System and improvements in the company's
existing operations this year will benefit its financial risk
profile," said Standard & Poor's credit analyst David Peknay.

The key reasons are the expected impact of the Feb. 1, 2012,
acquisition of Texas-based Nix Health System, greater clarity on
the near-term impact from California's provider tax receipts, and
updated expectations of Prospect's financial performance for 2012.

"The ratings on Prospect reflect an 'aggressive' financial risk
profile. In Standard & Poor's opinion, Prospect has a 'vulnerable'
business risk profile due to its relatively undiversified business
portfolio and its concentration of profits in a small number of
hospitals," S&P said.

"Although the Nix acquisition (which closed Feb. 1, 2012) modestly
eases Prospect's concentration in California, the rating continues
to consider the potential for cuts in supplemental payments to
Prospect's operations in both California and Texas. We believe the
loss or reduction of these payments could have a large impact on
Prospect's financial risk profile," Mr. Peknay said.

Reimbursement risk from third-party payors is the most influential
factor affecting future earnings and cash flow. The status of the
supplemental payments Prospect's hospitals receive will be a key
factor in considering an upgrade.


PROMENADE PARTNERS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Promenade Partners, LLC
        6221 O'Conner Street, Suite 200
        Raleigh, NC 27617

Bankruptcy Case No.: 12-01485

Chapter 11 Petition Date: February 27, 2012

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

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

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

The Company?s list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nceb12-01485.pdf

The petition was signed by Clark D. East, managing member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Captain Van Dyke Trust                10-14973            07/15/10
The Shops at Promenade, LLC           11-02000            03/16/11


QUALITY DISTRIBUTION: Swings to $5.4-Mil. Fourth Quarter Profit
---------------------------------------------------------------
Quality Distribution, Inc., reported net income of $5.47 million
on $178.75 million of total operating revenues for the three
months ended Dec. 31, 2011, compared with a net loss of
$10.68 million on $165.76 million of total operating revenues for
the same period a year ago.

The Company reported net income of $23.43 million on $745.95
million of total operating revenues for the year ended Dec. 31,
2011, compared with a net loss of $7.40 million on $686.59 million
of total operating revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $302.39
million in total assets, $408.58 million in total liabilities and
a $106.18 million total shareholders' deficit.

"I am very pleased with the Company's growth in earnings this
quarter versus the fourth quarter of last year," said Gary Enzor,
Chief Executive Officer.  "The typical sequential decline in
fourth quarter revenues was more than offset by improvements in
certain cost areas, and by new and profitable energy logistics
business.  During the fourth quarter, we continued our expansion
beyond the Marcellus Shale and began hauling oil in the Eagle Ford
Shale.  We are focused on exploring additional opportunities in
these and other shale regions, including potential acquisitions,
as we believe this market will continue to be a significant driver
of our future growth."

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

                        http://is.gd/jqHlcc

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


QUEST DEVELOPMENT: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Quest Development Company, L.L.C.
        2643 Hidden Canyon Lane
        Sandy, UT 84092

Bankruptcy Case No.: 12-22206

Chapter 11 Petition Date: February 28, 2012

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: John S. Chindlund, Esq.
                  PRINCE YEATES AND GELDZAHLER
                  175 East 400 South, #900
                  Salt Lake City, UT 84111
                  Tel: (801) 524-1000
                  Fax: (801) 524-1098
                  E-mail: jsc@princeyeates.com

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

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

The Company?s list of its five largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/utb12-22206.pdf

The petition was signed by Hans J. Berger, managing agent.


R. COREY: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: R. Corey Jackson DDS, LLC
        40 W. Caldwell Street, Suite 101
        Mount Juliet, TN 37122

Bankruptcy Case No.: 12-01875

Chapter 11 Petition Date: February 27, 2012

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

Judge: Marian F. Harrison

Debtor's Counsel: Elliott Warner Jones, Esq.
                  EMERGE LAW, PLC
                  1600 Division Street, Suite 675
                  Nashville, TN 37203
                  Tel: (615) 916-5264
                  E-mail: elliott@emergelaw.net

                         - and ?

                  Warner Jones, Esq.
                  EMERGE LAW PLC
                  1600 Division Street, Suite 675
                  Nashville, TN 37203
                  Tel: (615) 916-5262
                  Fax: (615) 916-5261
                  E-mail: warner@emergelaw.net

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

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

The Company?s list of its eight largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/tnmb12-01875.pdf

The petition was signed by R. Corey Jackson, managing member.


R&G MORTGAGE: Files for Chapter 11 With Liquidating Plan
--------------------------------------------------------
R&G Mortgage Corporation, the mortgage banking and servicing
subsidiary of a failed bank in Puerto Rico, has filed a Chapter 11
bankruptcy petition (Bankr M.D. Fla. Case No. 12-01360) with a
liquidating Chapter 11 plan.

The Chapter 11 plan filed in the bankruptcy court in Jacksonville,
Florida on March 1, 2012, contemplates a sale of the remaining
assets to pay claims and interests.

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

Prior to filing bankruptcy, the Debtor liquidated most of its
business and assets and converted them to cash.  As of the
Petition Date, the Debtor held $4.3 million in a bank account at
BB&T Bank in Jacksonville, Florida. The Debtor's remaining assets
include approximately 36 mortgage loans, with an aggregate unpaid
principal balance of approximately $3.2 million and an estimated
fair market value of approximately $2.3 million.  MassMutual holds
a lien on 26 of these mortgage loans, which collectively have an
unpaid principal balance of approximately $2 million. The Debtor
owns five houses acquired through foreclosure or deed-in-lieu
transactions, all of which are of questionable value or have title
issues which prevented them from being sold in the real estate
auctions previously conducted by the Debtor.

                     Sale of Remaining Assets

According to the explanatory Disclosure Statement, the Plan
provides for the sale of the Debtor's remaining, saleable assets,
with the sale proceeds and the Debtor's existing cash on hand to
be applied to payment of Claims and Interests generally in the
order of priority established by the Bankruptcy Code, except that
the claim of the Federal Deposit Insurance Corporation, in its
capacity as Receiver for R-G Premier Bank of Puerto Rico, for
reimbursement for the prepetition costs and expenses of FDIC-R's
full-time employees who provided management and administrative
services as agent for the Debtor, will only be paid by the Debtor
after the Class 6 General Unsecured Claims of the Debtor are paid
in full.

The Debtor is the defendant in roughly 34 pending lawsuits and
administrative proceedings. Eight of the pending lawsuits are
brought by Debtor's former employees asserting claims for
employment discrimination, wrongful termination or seeking
severance payments provided under certain circumstances by a
Puerto Rico statute known as "Law 80."   The Plan provides each
Employee Lawsuit Claim with an allowed general unsecured claim in
the amount of $5,000, unless the plaintiff files a proof of claim
in a different amount, in which case the entire claim will be
treated as disputed, the Debtor will contest the entire claim and
the Bankruptcy Court will resolve the dispute as part of the claim
objection process.

Seventeen of the pending lawsuits against the Debtor assert claims
against the Debtor for failure to make loans or provide extensions
and other types of lender-liability claims.  The Plan provides
each Lender-Liability Lawsuit Claim with an allowed general
unsecured claim in the amount of $15,000, unless the claimant
files a proof of claim in a different amount, in which case the
entire claim will be treated as disputed, the Debtor will contest
the entire claim and the Bankruptcy Court will resolve the dispute
as part of the claim objection process.

                  Full-Payment If Offers Accepted

The Debtor has substantial contingent liability to Massachusetts
Mutual Life Insurance Company arising from the sale in 2004 of
approximately $8 million of mortgage loans.  MassMutual's
collateral currently consists of 26 mortgage loans with an
aggregate unpaid principal balance of $2 million and cash
representing payments under the pledged mortgage loans.  The Plan
provides for MassMutual to receive 11 mortgages with an aggregate
value of approximately $900,000 with the remaining 15 mortgage
loans and approximately $90,000 of cash being returned to the
Debtor free of liens and claims.

The Debtor also owes FDIC-R more than $500,000 for reimbursement
of prepetition costs and expenses of FDIC-R's full time employees
who provided management and administrative services to the Debtor
pursuant to a written contract. The Plan provides that FDIC-R's
claim will only be paid after payment in full of Class 6 General
Unsecured Creditors.

If the holders of the Employment Lawsuit Claims and Lender-
Liability Lawsuit Claims accept the allowed general unsecured
claims proposed in the Plan and the tax claims are either
substantially reduced or disallowed, and assuming unanticipated
claims are not filed, the Debtor presently anticipates that
sufficient funds will be available to pay all the claims in full.

However, if the Debtor is required to expend substantial resources
on attorneys fees to litigate the various types of lawsuit claims,
some of the plaintiffs succeed in establishing very large
allowed claims and the tax claims are allowed in full, the Debtor
will not have the money to pay creditors in full.

Holders of Claims in Class 2 (Secured Claim of MassMutual),
Class 6 (General Unsecured Claims) and Class 7 (Unsecured Claim of
FDIC-R for administrative support services) are impaired and will
receive distribution under the Plan and thus entitled to vote on
the Plan.

                        Road to Bankruptcy

R&G Mortgage Corp. and R-G Premier Bank of Puerto Rico, a Puerto
Rican chartered bank, were subsidiaries of R&G Financial Corp.

In February, 2009, RG Mortgage transferred its business of
origination of mortgage loans to RG Bank while retaining the
business of servicing mortgage loans for RG Bank and third
parties.

On April 28, 2010, RG Financial transferred 100% of the stock of
RG Mortgage to RG Bank in satisfaction of certain intercompany
receivables between the entities.

On April 30, 2010, RG Bank was closed by the Office of the
Commissioner of Financial Institutions of the Commonwealth of
Puerto Rico and the Federal Deposit Insurance Corporation
("FDIC-R") was appointed as its receiver.  As a result, FDIC-R
became the sole shareholder of RG Mortgage on the Closing Date.

RG Mortgage and FDIC-R entered into a subsidiary agency agreement,
dated April 30, 2010 pursuant to which FDIC, acting as agent for
RG Mortgage, provides administrative, accounting, management and
support services to RG Mortgage on a direct reimbursement of cost
basis.  RG Mortgage has not reimbursed FDIC for its direct
internal costs, such as the expenses of the FDIC employees who
have handled the liquidation of RG Mortgage's assets and
resolution of pending claims.

As a result of the failure of RG Bank and the severe economic
recession and difficulties in the residential real estate and
credit markets, RG Mortgage had no value as a going concern and
FDIC-R determined the most prudent strategy was to liquidate RG
Mortgage as quickly and as efficiently as possible.

The day-to-day operation of RG Mortgage is managed by Edward
Gilman, President of RG Mortgage, with assistance from Quantum G&A
Joint Venture, a contractor retained by RG Mortgage pursuant to a
contract negotiated by FDIC-R to provide management, accounting
and administrative services for RG Mortgage.  Prescient, Inc., a
contractor retained by RG Mortgage pursuant to a contract
negotiated by FDIC-R, provides property management services and
real estate advice relating to the management and liquidation of
RG Mortgage's ORE and other real estate assets.

                        The Chapter 11 Case

RG Mortgage believes it should have sufficient financial resources
to pay all of its legitimate debts.  However, the 34 pending
lawsuits and almost $1 million of disputed CRIM-related real
estate tax claims interject substantial uncertainty and potential
unfairness into the liquidation process. Given the "race-to-the
courthouse" approach of civil litigation, if a plaintiff wins a
very large judgment and levies on the Debtor's assets, such
creditor will be paid in full and other creditors may receive
nothing.  Moreover the delay and expense of trying to resolve 34
lawsuits may exhaust the Debtor's assets, even if the Debtor wins
every case. The bankruptcy process provides a more efficient,
faster and fairer procedure for addressing conflicting creditor
claims.

The Debtor on the Petition Date filed with the Bankruptcy Court a
motion to engage the FDIC-R as management agent.  It also filed a
motion to hire Quantum and employ Prescient to provide real estate
and advisory services.  A motion to sell remaining real estate in
the ordinary course of business was also filed.

A copy of the Disclosure Statement is available for free at:

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


R&G MORTGAGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: R&G Mortgage Corporation
          fdba Mortgage Store of Puerto Rico, Inc.
        7777 Baymeadows Way West
        Jacksonville, FL 32256

Bankruptcy Case No.: 12-01360

Chapter 11 Petition Date: March 1, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Gardner F. Davis, Esq.
                  FOLEY & LARDNER LLP
                  P.O. Box 240
                  Jacksonville, FL 32201
                  Tel: (904) 359-2000
                  Fax: (904) 359-8700
                  E-mail: gdavis@foley.com

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

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

The petition was signed by Edward W. Gilman, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Centro de Recaudacion de           Taxes                  $816,860
Ingresos Municipales
Oficina Central
P.O. Box 195387
San Juan, PR 00919-5387

Departmento de Hacienda            Taxes                  $238,360
P.O. Box 9024140
San Juan, PR 00902-4140

Municipio de San Juan              Taxes Due              $116,131
Departmento de Finanzas
P.O. Box 70179
San Juan, PR 00936-8179

Jorge Luis Ramos Rivera            Judgment Entered        $66,000

Municipio de San Juan              Taxes                   $60,127

U.S. Department of Housing         Mortgage Insurance      $39,109
and Urban Development              Premiums

BNY Mellon                         Services Performed      $26,900

BBP Retail Properties, LLC         Suites terminated       $26,431

Felicita Ortiz Sanchez             Judgment Entered        $18,000

Eufemio Martinez Cintron           Services Performed       $6,555

Arlene Rivera Benitez              Services Performed       $4,590

Autoridad de Energia               Services Provided        $3,253

Faccio & Pabon-Roca Law Offices    Services Performed       $3,125

CT Corp.                           Services Performed         $344

ADT Security Services              Services Provided          $181

Autoridad de Acueductos            Services Provided       Unknown

Carlos Valcarcel, Inc.             Services Performed      Unknown

Colon Santana & Assoc.             Services Performed      Unknown

Fiddler Gonzalez & Rodriguez       Services Performed      Unknown

Hato Rey Title Ins.                Services Performed      Unknown


RADIO SYSTEMS: S&P Lowers Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Radio Systems Corp. (RSC) to 'B-' from 'B'. The outlook
is stable.

"At the same time we lowered our issue-level rating on the $225
million senior secured facility, which includes a $75 million
revolving credit facility due 2015 and $150 million term loan due
2015, to 'B' from 'B+'. The recovery rating remains '2',
indicating our expectation for substantial (70%-90%) recovery of
principal in the event of default," S&P said.

"We believe the company will have less than 10% cushion on its
fixed charges covenant through early 2012," said Standard & Poor's
credit analyst Stephanie Harter. "We estimate the company's
adjusted EBITDA for 2011 was below our projections, particularly
in its fourth quarter results."

"Standard & Poor's rating on RSC reflects our belief the company
will continue to have a 'highly leveraged' financial profile and
'vulnerable' business risk profile, as our criteria define these
terms. Key credit factors in our assessment of the company's
business risk include our view that the company will continue to
have a narrow business focus, discretionary product offerings,
some customer concentration, exposure to technology risk, and
risks related to outsourcing substantially all of its
manufacturing to third parties," S&P said.

RSC continues to have a narrow product focus in the highly
competitive pet supplies industry. The company leads the niche
wireless pet containment and training market.

"The stable outlook reflects our opinion that credit metrics will
remain near current levels over the next 12 months, but further
volatility in earnings could result in constrained liquidity. We
could consider lowering the rating or revising the outlook to
negative if the company's covenant cushions decline further, if
operating performance deteriorates, or if financial policy becomes
more aggressive, resulting in limited availability on its
revolving credit facility or a further weakening of credit
measures. We could consider an upgrade if covenant cushion
improves to and is sustained at the level of at least 15% on the
total leverage and fixed-charge covenants, along with improved and
sustainable operating performance and credit metrics. EBITDA less
capital expenditures would need to increase about 8% from current
levels (assuming fixed-charge levels remains constant) for this to
occur," S&P said.


RCN TELECOM: Moody's Affirms 'B1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
incremental $125 million first lien term loan of RCN Telecom
Services, LLC (RCN). Moody's also affirmed RCN's B1 corporate
family rating and the stable outlook.

Moody's expects the company to use proceeds primarily to fund a
dividend to its private equity owners, ABRY Partner, LLC and
Spectrum Equity. The transaction increases leverage to the high 4
times debt-to-EBITDA range from the low 4 times range, positioning
the company weakly within its B1 corporate family rating (CFR).
However, the rating built in the likelihood of a return of capital
to sponsors, and Moody's expects leverage to fall to the low to
mid 4 times range over the 18 months, more appropriate for the
rating. Also, Moody's forecasts continued positive free cash flow
even with the incremental interest expense (estimated at
approximately $8 million on an annual basis).

RCN Telecom Services, LLC

   -- $125M Senior Secured Term Loan due August 2016, Assigned B1,
      LGD3, 35%

   -- $40M Senior Secured Revolver due August 2015, Affirmed B1,
      LGD adjusted to LGD3, 35% from LGD3, 32%

   -- $560M Senior Secured Term Loan due August 2016, Affirmed B1,
      LGD adjusted to LGD3, 35% from LGD3, 32%

   -- Affirmed B1 Corporate Family Rating

   -- Affirmed B2 Probability of Default Rating

Outlook, Stable

RATINGS RATIONALE

Despite RCN's high leverage, the ability to generate positive free
cash flow from its attractively bundled video, high speed data and
voice services in densely populated markets supports its B1
corporate family rating. The financial sponsor ownership
constrains the rating -- notwithstanding expectations for an
intermediate term decline in leverage from both EBITDA growth and
debt reduction, over the longer term the equity owners will likely
seek incremental returns of capital, which could lead to an
increase in leverage or limit the application of free cash flow to
debt reduction. As an overbuilder in most markets, RCN faces
intense competition from larger and better capitalized cable,
direct broadcast satellite (DBS) and telecom operators. The
company's upgraded network allows it to offer an attractive
package, but price pressure remains a risk, and the battle for
subscribers could limit growth (albeit less so in the Lehigh
Valley market, which represents about one-third of EBITDA and in
which RCN acts as an incumbent). The lack of scale together with
weak margins relative to comparably sized cable peers also
constrains the rating.

The stable rating outlook incorporates expectations for positive
free cash flow and revenue and EBITDA growth, with Moody's-
adjusted debt-to-EBITDA trending to the mid 4 times range over the
next 18 months and the low 4 times thereafter.

The current leverage profile, lack of scale, the overbuilder
model, and the financial sponsor ownership limit upward ratings
momentum. However, Moody's could consider a positive action with a
commitment to a more conservative financial profile characterized
by leverage trending toward and remaining below 3.25 times debt-
to-EBITDA on a sustained basis. An upgrade would also require good
liquidity and evidence of improved subscriber trends.

Deteriorating operating performance or an inability to lower
leverage to 4.5 times over the next 18 months could pressure the
rating down. Over the longer term another debt-financed dividend
or an acquisition resulting in leverage sustained about 4.5 times
debt-to-EBITDA could warrant a downgrade. An erosion of the
liquidity profile could also have negative ratings implications.

The principal methodology used in rating RCN was the Global Cable
Television Industry Methodology published in July 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.

Based in Princeton, New Jersey, RCN Telecom Services, LLC (RCN)
provides bundled cable, high-speed Internet and voice services to
residential and small-medium business customers primarily located
in high-density Northeast (Washington, D.C.; Philadelphia and
Lehigh Valley, PA; New York City; Boston) and Chicago markets. The
company serves approximately 334 thousand video, 325 thousand high
speed data, and 197 thousand voice customers, and its annual
revenue is approximately $560 million. ABRY Partners, LLC owns
approximately two-thirds of the company, Spectrum Equity owns
approximately 20%, and management and other equity investors own
the remainder.


ROBERT E. DERECKTOR: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Robert E. Derecktor Inc.
        311 East Boston Post Road
        Mamaroneck, NY 10543

Bankruptcy Case No.: 12-22393

Chapter 11 Petition Date: February 27, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Dawn K. Arnold, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: darnold@rattetlaw.com

                         - and ?

                  Julie A. Cvek, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jcvek@rattetlaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Kenneth Fisher, CFO.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Derecktor Shipyards Conn. LLC         12-50103            01/20/12


ROBERT'S CREEK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert's Creek Seafood, Inc.
          aka Roberts Creek Corporation
        546 E. Mercury Boulevard
        Hampton, VA 23663

Bankruptcy Case No.: 12-50293

Chapter 11 Petition Date: February 27, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Newport News)

Judge: Stephen C. St. John

Debtor's Counsel: John D. McIntyre, Esq.
                  WILSON & MCINTYRE, PLLC
                  500 East Main Street, Suite 920
                  Norfolk, VA 23510
                  Tel: (757) 961-3900
                  E-mail: jmcintyre@wmlawgroup.com

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

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/vaeb12-50293.pdf

The petition was signed by Charles Thomas Catlett, president.


ROSEWOOD CARE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rosewood Care Center, Inc. of Swansea
        11701 Borman Drive, Suite 315
        St. Louis, MO 63146

Bankruptcy Case No.: 12-30354

Chapter 11 Petition Date: February 28, 2012

Court: United States Bankruptcy Court
       Southern District of Illinois (East St Louis)

Debtor's Counsel: Steven M Wallace, Esq.
                  KUNIN LAW OFFICES LLC
                  1606 Eastport Plaza Dr
                  Suite 110
                  Collinsville, IL 62234
                  Tel: (618) 215-4803
                  Fax: (855) 235-1335
                  E-mail: swallace@kuninlaw.com

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilsb12-30354.pdf

The petition was signed by Larry Vander Maten, president and
secretary.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Swansea Real Estate, Inc.              12-30355   02/28/12


RTL-WESTCAN: DBRS Confirms Issuer Rating at 'B'
-----------------------------------------------
DBRS has confirmed the Issuer Rating of RTL-Westcan Limited
Partnership at B (high) and has changed the trend to Stable from
Negative.  The trend change reflects a material improvement in
operating performance in fiscal 2011 (year ending October 31) and,
consequently, in financial ratios as the Partnership applied the
increased free cash flow toward debt reduction.  With RTL-
Westcan's financial ratios in line with DBRS's expectations for
the rating and adequate liquidity, previous downward pressure on
the rating is now alleviated.  Pursuant to DBRS's leveraged
finance rating methodology, DBRS has also confirmed the recovery
rating of RR3 and an associated BB (low) rating on the
Partnership's Senior Secured (Second Lien) Debt.  The trend on the
Senior Secured (Second Lien) Debt has also been changed to Stable
from Negative.

Since its acquisition of ECL Transportation Ltd. (ECL) in April
2010, RTL-Westcan has been a market leader in the niche segment of
providing hauling service for fuel, bulk products (including
grain, fertilizer, anhydrous ammonia, sulphur, lime, salt and
coal) and asphalt, with a focus on the western and northern
Canadian markets.  With one of the largest fleets in the region
and good supporting facilities, the Partnership has a strong
market position, ranking among the top three players and capturing
at least 30% market share in each product segment.  Although the
trucking industry is fragmented, there is a material barrier of
entry in RTL-Westcan's specific niche segment, created by the need
to invest in and efficiently manage a specialized fleet, as well
as safety requirements for hauling hazardous or inflammable goods
and capability required to handle transport in harsh weather
conditions.  This, in combination with the Partnership's ownership
of supporting facilities, should help make RTL-Westcan's market
position defendable and limit future competition.  Hauling remains
the core and dominant business segment, generating more than 80%
of revenue and EBITDA, while the Construction and Aviation
divisions operate mainly to support the needs of its customers,
which require logistics support for the facilities they operate in
remote areas.

DBRS considers the trucking industry highly cyclical and, as a
relatively small niche player serving specific industry segments
in a focused geographic region, RTL-Westcan is exposed to specific
factors that could affect its revenue and earnings.  Demand for
its hauling services could be affected by demand and prices of
fuel and other bulk commodities, as well as by weather conditions
affecting agricultural and road construction activities, and
demand for heating fuel and winter road transports.  In addition,
while industry competition keeps pricing competitive, hauling
operators have limited control over a number of cost items such as
fuel and labour.  This was evidenced in fiscal 2009 and 2010 when
a combination of factors (weak economic conditions, unfavourable
weather patterns, driver shortages and increased maintenance
costs) resulted in EBITDA that was 25% to 30% lower than the level
seen in fiscal 2008.

We understand that RTL-Westcan has taken measures to reduce
revenue and earnings volatility by (1) supplementing its year-
round baseload fuel hauling business with other products that have
different seasonal peaks, (2) replacing part of its fleet acquired
from ECL with newer and more fuel-efficient vehicles and (3)
focusing on hiring and training new drivers to alleviate driver
shortages.  We believe that these efforts would only partly reduce
the magnitude of the impact on earnings if conditions in fiscal
2010 were to repeat themselves, and would not entirely mitigate
the inherent volatility of the industry.

Despite the industry risks mentioned above, RTL-Westcan has a
proven track record of performance and safety, which allows it to
maintain long-established business relationships with mining and
oil and gas operators in the region and enter into medium-term
contracts (typically with three to five years of duration) with
these clients.  More than three-quarters of RTL-Westcan's revenue
is generated by these contracts.  These relationships provide a
degree of earnings and cash flow stability and the Partnership has
been able to generate about $10 million to $15 million in free
cash flow annually under normal business conditions.  Hence, with
the return to normal business conditions in fiscal 2011, RTL-
Westcan was able to use the free cash flow to reduce debt to a
more sustainable level and improve its financial ratios to levels
more consistent with its rating.

DBRS expects the Partnership's debt coverage metrics to remain
relatively stable in fiscal 2012, as much of the projected
operating cash flow would be used to finance a higher projected
level of capital expenditure, mainly related to additional
tractors and trailers to expand its fleet and to replace some
older vehicles.  Therefore, further debt reduction and improvement
in financial ratios during the year would likely be modest.  While
RTL-Westcan's cash flow coverage metrics are now consistent with
the current ratings, DBRS believes that it is necessary for the
Partnership to sustain these metrics for the next one to two years
to maintain the rating. Therefore, rating upside during this time
frame is rather limited.  Conversely, RTL-Westcan's rating could
come under pressure again if a congruence of unfavourable
conditions were to reappear (as in fiscal 2010) or if the
Partnership decides to adopt a more aggressive growth strategy
that materially increases its debt level or leads it to enter
businesses with materially higher business risks.


RYLAND GROUP: Incurs $5.7 Million Net Loss in 2011
--------------------------------------------------
The Ryland Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $50.75 million on $890.73 million of total revenues in
2011, a net loss of $85.14 million on $1 billion of total revenues
in 2010, and a net loss of $162.47 million on $1.18 billion of
total revenues in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.09 billion in total liabilities and $483.91
million in total equity.

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

                        http://is.gd/YnIAl3

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded its ratings for Ryland Group, Inc., including the
company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.


SAAB AUTOMOBILE: U.S. Unit OKs Ch. 11, Hires Restructuring Chief
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Saab Cars North America Inc. didn't oppose the
involuntary bankruptcy petition and was inducted into Chapter 11
by a U.S. bankruptcy judge in Delaware.

As its first official act, Saab Cars filed papers for permission
to hire James V. McTevia as chief restructuring officer.  He will
be charged with selling the assets and winding down operations.

                       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.


SAND SPRING: Wants 6-Month Extension of Plan Exclusivity
--------------------------------------------------------
Sand Spring Capital III, LLC, asks the U.S. Bankruptcy Court for
the District of Delaware to extend by 180 days the Debtors'
exclusive periods to file a chapter 11 plan and to solicit
acceptances of such plan through and including Aug. 20, 2012, and
Oct. 16, 2012, respectively.

The Debtors submit that sufficient cause exists to extend the
exclusivity periods by 180 days because:

     1. The Debtors have been negotiating in good faith with their
        stakeholders and have reasonable prospects for filing a
        viable and consensual plan of reorganization.

     2. Good faith progress has been made in the Chapter 11 Cases.

     3. The Debtors are not seeking an extension to pressure
        creditors.

     4. The Debtors are paying their bills as they come due.

     5. Termination of the Exclusive Periods would adversely
        impact the Debtors progress in the Chapter 11 Cases, which
        are less than four months old.

                   About Sand Spring Capital III

Sand Spring Capital III, LLC, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware.
Affiliates, Sand Spring Capital III, LLC, CA Core Fixed Income
Fund, LLC, CA Core Fixed Income Offshore Fund, Ltd., CA High Yield
Fund, LLC, CA High Yield Offshore Fund, Ltd., CA Strategic Equity
Fund, LLC, CA Strategic Equity Offshore Fund, Ltd., Sand Spring
Capital III, Ltd., Sand Spring Capital III Master Fund, LLC,
sought Chapter 11 protection on the same day.

Sand Spring Capital III LLC disclosed $4,882,373 in assets and
$4,140 in liabilities.  CA Core Fixed Income Fund LLC disclosed
$36,176,682 in assets and $48,244 in liabilities.  CA Core Fixed
Income Offshore Fund Ltd. disclosed $6,900,726 in assets and
$10,393 in liabilities.  CA High Yield Fund LLC disclosed
$5,626,644 in assets and $11,568 in liabilities.  CA High Yield
Offshore Fund, Ltd. disclosed $10,840,032 in assets and $22,785 in
liabilities.  CA Strategic Equity Fund LLC scheduled $2,013,461 in
assets and $0 debt.  CA Strategic Equity Offshore Fund Ltd.
disclosed $2,285,492 in assets and $0 debts.  Sand Spring Capital
III Ltd. disclosed $2,214,099 in assets and $1,820 in debts.  Sand
Spring Capital III Master Fund LLC disclosed $7,096,473 in assets
and $0 in debts.


SEALY MATTRESS: Moody's Affirms Corporate Family Rating at 'B2'
---------------------------------------------------------------
Moody's Investors Service changed Sealy's rating outlook to
negative from stable following the weaker than expected operating
performance in its most recent quarter and concerns that the
company will continue to face operating challenges in the next few
quarters. At the same time, all ratings (including the B2
Corporate Family Rating) were affirmed.

These ratings were affirmed/LGD assessments revised:

Corporate Family Rating at B2;

Probability of Default Rating at B2;

$350 million senior secured notes due 2016 at Ba3 (LGD 2, 23% from
26%);

$390 million senior subordinated notes due 2014 at Caa1 (LGD 5,
85%);

Speculative grade liquidity rating at SGL-2

"We think earnings will continue to be pressured because of weak
consumer spending, increased competition, and high raw material
prices," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. The company said that the middle-market
Posturepedic sales and Sealy branded sales, which both cater to
mid-tier consumers, have been struggling.

Weak operating results could limit the company's refinancing
options. It has an undrawn $100 million revolver that expires in
May 2013. The 8 ¬ senior subordinated notes mature in May 2014,
while the 10.875% secured notes and 8% PIK notes mature in 2016.
"We think Sealy will look to refinance its entire capital
structure if its operating results improve steadily throughout the
year," said Cassidy. "Absent this, Moody's thinks the company will
look to refinance the subordinated notes and renew the revolver
later in 2012."

RATINGS RATIONALE

Sealy's B2 Corporate Family Rating reflects its volatility in
revenue, earnings and cash flow and the continuing weakness in
middle income discretionary consumer spending -- a key driver of
the company's volumes. Earnings are sluggish due to increased
competition, more advertising costs for new brand launches, high
raw material costs and weak consumer demand for mid-price-point
mattresses. Credit metrics are likely to remain soft over the near
term, but should improve in the second half of 2012 because of
debt repayments and modest earnings enhancements. Sealy's strong
market position and brand names, and the mattress industry's
historically strong fundamentals, anchor the rating.

Ratings could be downgraded if Sealy's operating performance does
not improve or if the company does not address its debt
refinancing needs in the near term . Key credit metrics driving a
downgrade would be debt/EBITDA remaining above 6.5 times
(currently 7.4 times) for a prolonged period, interest coverage
below 1 times (its current level) or the repeated consumption of
cash. In order for debt/EBITDA to fall below 6.5 times, EBITDA
needs to increase by about $18 million or debt needs to decrease
by approximately $120 million.

The negative outlook reflects Moody's view that Sealy's operations
will remain challenged in the near term and that this could
jeopardize its ability to refinance upcoming maturities. The
possibility that credit metrics will remain weak for a prolonged
period is also incorporated in the outlook.

Sealy's ratings could be upgraded if its operating performance
significantly improves on a sustained basis . Key credit metrics
necessary for an upgrade would be debt/EBITDA consistently around
5 times, low double digit EBITA margins (currently 7.4%) and
interest coverage approaching 2 times. For the debt/ EBITDA
upgrade threshold to be met, EBITDA needs to increase by about $60
million or debt needs to decrease by around $300 million.

The principal methodologies used in this rating were Global
Consumer Durables 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.

Sealy Mattress Company, a wholly-owned subsidiary of Sealy
Corporation, is headquartered in Trinity, North Carolina. Net
sales for the year ended November 24, 2011 approximated $1.2
billion.


SECUREALERT INC: Evaluates Historical Financial for Expansion
-------------------------------------------------------------
SecureAlert, Inc., announced that in connection with an ongoing
review by a special committee of independent directors, it is
evaluating certain historical transactions by former executives,
officers, and directors relating to product sales, which were
conducted during fiscal years 2007 and 2008.  As part of the
evaluation, the Company contacted and met with the Securities &
Exchange Commission in order to report its self-conducted inquiry
and preliminary findings, which may or may not result in
additional disclosures.

SecureAlert and its special committee are conducting the
evaluation to determine whether any changes will be required to
its financial statements or reports for the fiscal years 2007 or
2008.  The Company believes that the evaluation strengthens the
Company's efforts to raise necessary expansion capital, as well as
its ability to consider opportunities for mergers or acquisitions,
all of which require significant financial due diligence and
integrity of historical results.

"Reporting consistent, accurate and reliable financial information
is of the utmost importance to us and to our shareholders.  We are
committed and unwavering in publishing consistent and accurate
financial reports, past and present, holding ourselves to the
highest standards while enabling our current shareholders and
prospective investors, to make informed investment decisions with
confidence," said Chad D. Olsen, Chief Financial Officer,
SecureAlert, Inc.

"As we drive toward profitability and global expansion, it is
imperative that our financial house in is order and that we
demonstrate operational integrity and financial transparency in
everything that we do," said John L, Hastings III, President  &
CEO of SecureAlert, Inc.  "We fully commit to our customers,
investors and employees that we will maintain the highest
standards of stewardship in driving the Company forward,"
concluded Mr. Hastings.

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

The Company reported a net loss of $9.85 million on $17.96 million
of total revenues for the fiscal year ended Sept. 30, 2011,
compared with a net loss of $13.92 million on $12.45 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $24.50
million in total assets, $9.70 million in total liabilities and
$14.80 million in total equity.

For fiscal 2011, the Company's independent auditors expressed
substantial doubt about the Company's ability to continue as a
going concern.  Hansen, Barnett & Maxwell, P.C., in Salt Lake
City, Utah, noted that the Company has incurred losses, negative
cash flows from operating activities and has an accumulated
deficit.


SOLYNDRA LLC: 3-Day Auction Generates $3.81 Million
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC generated $3.81 million from the three-
day auction that ended Feb. 24.  At a bankruptcy court hearing the
day the auction began, the chief restructuring officer told the
judge that the sale of assets might bring in $70 million to $120
million, Bloomberg reported.  The auction attracted 318 bidders,
the auctioneers told the bankruptcy court. Almost 200 ended up
buying. The assets were sold in more than 6,300 lots during the
auction at the company's plant in Fremont, California.

                         About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

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

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Solyndra was set to begin piecemeal auctions of
the assets on Feb. 22.

Solyndra has auctioned non-core assets and obtained $6.2 million.
Solyndra also took in $1.86 million from the sale of miscellaneous
equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


ST. VINCENT'S: Has One Week to Work Out Dispute Over Stolen Checks
------------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Saint Vincent
Medical Centers, an insurer and two banks have one more week to
work out a $100,000 dispute over two stolen settlement checks or
undergo potentially costly litigation, Chief U.S. Bankruptcy Judge
Cecelia G. Morris, the brand-new chief judge of southern New
York's bankruptcy court warned Thursday.

                      About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


STOCKTON, CA: Moody's Slashes Pension, Lease, Water Bond Ratings
----------------------------------------------------------------
Moody's Investors Service has affirmed the City of Stockton's Ba2
Issuer Rating. However, Moody's has downgraded by one notch the
ratings on the city's 2007 pension obligation bonds and 2006 lease
revenue bonds, to B1 and B2 respectively. The city's water
enterprise bond rating has also been downgraded, to Ba3 from A3.
The city's sewer enterprise bond rating has been downgraded to Ba1
from A2, and each of the city's two, Moody's-rated community
facilities districts' special tax bonds have been downgraded to
Baa2 from A3. All of the city's long-term ratings remain on review
for possible downgrade.

RATINGS RATIONALE

The affirmation of the city's Ba2 Issuer Rating primarily reflects
the strong, unlimited property tax general obligation pledge that
the Issuer Rating represents for a California municipality. Such
pledges have been demonstrated to receive favorable treatment in
bankruptcy proceedings in California, largely owing to the
"special revenue" nature of the California local government GO
bond pledge.

The pension obligation bond and lease revenue bond rating
downgrades primarily reflect the city's adoption of a resolution
to suspend payments on general fund supported debts for the
remainder of the current fiscal year and to enter into a mediation
process with its creditors in an effort to avoid filing for
bankruptcy protection. The city has indicated that all of its
near-term debt obligations would be paid from other revenue
sources, cash funded debt service reserves, or bond insurers,
thereby avoiding a debt service payment default. However, in the
mediation period, the city's general fund creditors will most
likely be faced with an offer to accept less than full amounts due
in exchange for avoiding the expense and uncertainty of a
bankruptcy proceeding. Moody's would consider such an offer to be
a "forced exchange" and the equivalent to a debt service payment
default.

By adopting the resolution to proceed with the mediation, the city
has also clearly indicated a significantly diminished willingness
to make debt service payments beyond the end of the current fiscal
year. In its recent material event notice leading up to adoption
of the resolution, the city explicitly stated that "no assurance
can be given" that these obligations will be paid in future fiscal
years.

The water revenue bond rating downgrade primarily reflects the
enterprise's likelihood of defaulting on a demand for immediate
reimbursement (if made) by the letter of credit bank supporting
$55 million of the enterprise's outstanding debt. The adoption of
the resolution by itself likely represents the city's stated
inability to pay its obligations when due, which is a defined
event of default under the LOC reimbursement agreement. The
reimbursement agreement permits the bank, at its option, to make a
full and immediate reimbursement demand. Such a demand, if it were
exercised, would put severe and likely unmanageable liquidity
pressure on the enterprise and imperil payments on the
enterprise's other, fixed rate parity obligations. The likelihood
of acceleration will be a function of the bank's perception of its
risks in the mediation process or a bankruptcy filing.

The downgrade of the sewer revenue and special tax bonds reflects
the uncertainties that these obligations would face were the city
to file for bankruptcy after the mediation process. The downgrade
of these obligations, as well as those discussed above, also
reflects the city's indication that it is in the process of
restating prior year audited financial results. While this process
is in its preliminary stages and only estimates have been
released, the potential for restatement reduces the credibility of
the city's financial reporting to date for all of its obligations,
not just those subject to the mediation process. Future rating
reviews will reflect the likely continued sufficiency and accuracy
of the city's reported financial information.

All of the city's ratings remain on review for possible further
downgrade. Future rating action will be driven primarily by the
results of the mediation process and whether or not the city
ultimately files for bankruptcy protection.

WHAT COULD CHANGE THE RATINGS - UP

-- Significantly improved economic performance leading to a
   resumption of revenue growth

-- Restored structural balance in the city's budget, whether from
   revenue growth or expenditure reduction

-- Successful avoidance of a bankruptcy filing without a debt
   service payment default or forced exchange

WHAT COULD CHANGE THE RATINGS - DOWN

-- A bankruptcy filing by the city

-- Significant, negative restatement of the city's financial
   results indicating a materially weaker balance sheet than had
   been reported previously

-- The ciyt's default on any capital lease obligation or other
   long-term debt

-- The water enterprise's variable rate revenue bonds become
   immediately due

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


STOCKTON, CA: S&P Lowers Issuer Credit Rating to 'CC'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating (ICR) to 'CC' from 'BB' on Stockton, Calif. In addition,
Standard & Poor's lowered its long-term rating and underlying
rating to 'CC' from 'BB-' on certain issuances by the Stockton
Public Financing Authority and others for which the city is
obligor. The ratings remain on CreditWatch with negative
implications, where they were placed on Feb. 24, 2012.

"The rating actions reflect our view of the city's willingness to
meet its obligations following the city council's acceptance on
Feb. 28 of management's recommendation to suspend lease payments
underlying March 1, 2012 debt service payments on four series for
which the city is obligor," said Standard & Poor's credit analyst
Chris Morgan.

"The CreditWatch listing with negative implications reflects our
view of the city's concurrent decision to commence proceedings
under California Assembly Bill 506, which authorizes a local
government to file for bankruptcy protection under Chapter 9 of
the federal Bankruptcy Code after a neutral evaluation process
that involves confidential negotiations with creditors, such as
debt holders and employees," S&P said.


STONEMOR PARTNERS: S&P Lowers Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Levittown, Pa.-based StoneMor Partners L.P. to 'B-' from
'B'. The rating was removed from CreditWatch, where it was
initially placed with negative implications Nov. 29, 2011. The
rating outlook is stable.

"At the same time, we raised our senior unsecured issue-level
rating to 'B-' (the same as the corporate credit rating) from
'CCC+'. In addition, we revised our recovery rating on the debt to
'4' from '6'. The '4' recovery rating indicates our current
expectation for average (30% to 50%) recovery of principal in the
event of payment default, compared with our previous expectation
of negligible (0% to 10%) recovery," S&P said.

"Our ratings primarily reflect our opinion that StoneMor's
business model, growth strategies, and ownership structure will
result in negative discretionary cash flow that will require
ongoing external funding. We define 'negative discretionary cash
flow' as operating cash flow less capital expenditures and cash
distributions. We expect the company to continue to pursue growth
through expanding pre-need sales, supplemented by modest
acquisitions. Historically, pre-need growth initiatives have an
extended cash conversion cycle and can result in negative
operating cash flow when booked, a trend we expect to continue. We
are forecasting reported operating cash flow of about $20 million
in 2012, up from about $10 million from the nine months ended
Sept. 30, 2011. We expect unit distributions to modestly expand
from 2011 levels of $44 million and the cash flow to distribution
ratio to be about 0.5x in 2012. We are not expecting this ratio to
exceed 1.0x until 2014," S&P said.

"In our view, the company's financial risk profile is 'highly
leveraged', primarily reflecting slim operating cash flow,
combined with the MLP ownership structure. We believe cash
distributions in the MLP structure are an important, if not
critical, return to shareholders, and will continue to be paid out
at or near current levels. In our opinion, conventional debt to
EBITDA measures are less relevant given the embedded nature of the
company's negative discretionary cash flow," S&P said.

"StoneMor's 'weak' business risk profile reflects the
characteristics of operating in the mature, competitive death care
industry that has some prospects of benefiting from a projected
long-term rise in death rates. However, industry growth prospects
are somewhat offset by a rising consumer preference for lower cost
cremation services over traditional burials. The company, similar
to its peers, has limited ability to grow organically and must
rely on growth through acquiring cemeteries and funeral homes at
attractive prices. While its national platform provides scale
efficiencies, the company's weak business risk profile is also
supported by its position as the third-largest U.S. death care
provider and second-largest cemetery provider (much smaller than
Service Corp. International (BB-/Stable/--) and Stewart
Enterprises Inc. (BB/Stable/--) and slightly larger than Carriage
Services Inc. (B/Stable/--)). The four companies combined
represent only about 20% of the death-care market share, with the
remaining industry comprised of small local competitors. StoneMor,
however, does benefit by primarily operating in niche middle
markets that are less competitive where there is acquisitive
growth potential," S&P said.


SUMMER VIEW: To Present Plan for Confirmation on Wednesday
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
rescheduled to March 7, 2012, at the confirmation hearing on the
amended plan of reorganization of dated Jan. 16, 2012, filed
by Summer View Sherman Oaks, LLC.  The hearing on the confirmation
of the Amended Plan was previously scheduled Feb. 22.

As reported in the Troubled Company Reporter on Feb. 21, 2012,
the critical provisions under the Amended Plan are:

     a. continuing operation of the Property, capital improvements
        of the Property, and continuing income and occupancy rate;

     b. listing the Property for sale immediately after the
        application to employ a real estate broker and enter into
        a listing agreement is granted with the target of closing
        escrow by September 2012.  The sale should be completed
        through the assumption of the existing loan;

     c. contingency plan of operating the Property until the
        Maturity Date of July 11, 2014, in the event that the sale
        does not go through as planned;

     d. contingency plan to sell the Property to conventional sale
        prior to the Maturity Date without incurring yield to
        maintenance pre-paid penalties; and

     e. contingency provision that the Efim Sobol Trust, the
        member of the Debtor, will provide the Debtor with an
        unsecured line of credit to cover any cash shortfall
        during the time of operation of the Property in the amount
        of up to $500,000.

The classification and treatment of claims under the Plan are:

      * Class 1 - Allowed Secured Claims of U.S. Bank, owed
        $18,118,041, will receive monthly payments of $78,584
        until the property is sold.  According to loan documents,
        the loan must be paid off on July 11, 2014, with a balloon
        payment.

      * Class 2 - Allowed Secured Claim of E. Rojas Landscape
        Inc., secured with a mechanic's lien ($12,078), will be
        paid in 12 quarterly installments of $1,007 (without
        interest), or from the proceeds of the sale if the
        property is sold before the creditor is paid in full.

      * Class 3 - Priority claims tenant security deposits that
        are not currently due ($76,314) will be paid when
        due.  This Class is unimpaired.

      * Class 4 - Priority claims for tenant security deposits
        that became due prepetition ($590) will be paid in one
        payment before the effective date.  This Class in
        unimpaired.

      * Class 5 - Allowed Unsecured Claims, excluding Insiders,
        owed $24,340, will be paid in 8 quarterly payments of
        $3,042 (without interest), or from the proceeds of the
        sale, if sale occurred before the creditor is paid in
        full.

      * Class 6 Interests will receive the balance of the proceeds
        after payments to all creditors.

A copy of the Plan of Reorganization and the Disclosure Statement
is available for free at:

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

                     About Summer View Sherman

The West Hollywood, California-based Summer View Sherman Oaks,
LLC, aka Summer View Sherman Oaks Apartments LLC, a single-asset
real estate company, is the owner of a 169-unit apartment building
locate at 15353 Weddington Street, in Sherman Oaks, California.
The sole member of the Debtor is the Efim Sobol Family Trust Dated
November 18, 1995.  Dr. Efim Sobol's mother, Sonia Sobol, 88 years
old, is the sole trustee and beneficiary of the Efim Sobol Trust.

The Company filed for bankruptcy under Chapter 11 (Bankr. C.D.
Calif. Case No. 11-19800) on Aug. 15, 2011.  Judge Alan M. Ahart
presides over the case.  The Debtor disclosed $23,228,304 in
assets and $16,535,378 in liabilities as of the Chapter 11 filing.
The petition was signed by Sonia Sobol, member.

Terry D. Shaylin, Esq., and Alik Segal, Esq., at Karasik Law
Group, LLP, in Los Angeles, Calif., represent the Debtor as
counsel.


SWANSEA REAL ESTATE: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Swansea Real Estate, Inc.
        7701 Borman Drive, Suite 315
        St. Louis, MO 63146

Bankruptcy Case No.: 12-30355

Chapter 11 Petition Date: February 28, 2012

Court: United States Bankruptcy Court
       Southern District of Illinois (East St Louis)

Debtor's Counsel: Steven M. Wallace, Esq.
                  KUNIN LAW OFFICES LLC
                  1606 Eastport Plaza Dr
                  Suite 110
                  Collinsville, IL 62234
                  Tel: (618) 215-4803
                  Fax: (855) 235-1335
                  E-mail: swallace@kuninlaw.com

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

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

A copy of the list of 10 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilsb12-30355.pdf

The petition was signed by Larry Vander Maten, president and
secretary.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Rosewood Care Center, Inc. of Swansea  12-30354    02/28/12


SWEET WATER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Sweet Water Springs, LLC
        2050 S. Franklin St. Rd.
        Decatur, IL 62521

Bankruptcy Case No.: 12-70391

Chapter 11 Petition Date: February 27, 2012

Court: United States Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Andrew Bourey, Esq.
                  BOUREY LAW OFFICES
                  101 S Main St #501
                  Decatur, IL 62523
                  Tel: (217) 422-2400
                  E-mail: bkmail@boureylaw.com

Scheduled Assets: $2,827,098

Scheduled Liabilities: $1,969,919

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

The petition was signed by John S. Mueller, member.


TBS INTERNATIONAL: Court OKs AlixPartners as Financial Advisor
--------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
TBS International's motions to retain AlixPartners as financial
advisor, Lazard Freres & Co as investment banker, Cardillo &
Corbett as special maritime and corporate counsel, Garden City
Group as administrative agent and Gibson, Dunn & Crutcher as
counsel.  The Court also issued a separate order approving Garden
City Group's retention as claims and noticing agent.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.


TECHNEST HOLDINGS: AccelPath Completes Portion of Workflow Tech.
----------------------------------------------------------------
AccelPath, LLC, a wholly-owned and operating subsidiary of
Technest Holdings, Inc., completes base-level portion of workflow
information technology.

AccelPath is developing a suite of HIPAA (Health Insurance
Portability and Accountability Act) compliant software tools to
enable creation, submission, and reporting of pathology cases and
to provide secure online access to reports.  AccelPath works with
pathologists, laboratory staff and clinical office managers to
design and develop the toolset.  This toolset significantly
improves efficiency of workflow and utilization of bandwidth while
complying with strict guidelines dictated by HIPAA patient
confidentiality requirements.

"We are pleased that AccelPath is building a comprehensive, HIPAA-
compliant solution to a long-awaited need for digital transmission
and management of pathology reports," said Shekhar Wadekar, the
Company's Chief Executive Officer.  "We believe that we will
continue to improve the system and attract additional
pathologists, medical institutions and new customers as they
become more comfortable with our advanced product offerings."

                     About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Wolf & Company, P.C., in Boston, Massachusetts, expressed
substantial doubt about Technest Holdings' ability to continue as
a going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, has negative cash
flows from operations, a stockholders' deficit and a working
capital deficit.

The Company reported a net loss of $2.9 million on $449,937 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,235 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet as of Sept. 30, 2011, showed $5.51
million in total assets, $6.21 million in total liabilities and a
$700,374 total stockholders' deficit.


TE ROSLYN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: TE Roslyn LLC
          dba Trata Estiatorio
        1446 Old Northern Boulevard
        Roslyn, NY 11576

Bankruptcy Case No.: 12-71112

Chapter 11 Petition Date: February 27, 2012

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

Judge: Alan S. Trust

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.com

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

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-71112.pdf

The petition was signed by Christos Giorgou, managing member.


THERMOSPAS INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ThermoSpas, Inc.
        155 East Street
        Wallingford, CT 06492

Bankruptcy Case No.: 12-30428

Chapter 11 Petition Date: February 27, 2012

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Douglas S. Skalka, Esq.
                  NEUBERT, PEPE, AND MONTEITH PC
                  195 Church Street, 13th Floor
                  New Haven, CT 06510
                  Tel: (203) 821-2000
                  Fax: (203) 821-2009
                  E-mail: dskalka@npmlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb12-30428.pdf

The petition was signed by Andrew Tournas, president.


THOBURN LIMITED: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Thoburn Limited Partnership
        1630 Hunter Mill Road
        Vienna, VA 22182

Bankruptcy Case No.: 12-11243

Chapter 11 Petition Date: February 27, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Kevin M. O'Donnell, Esq.
                  HENRY & O'DONNELL, P.C.
                  300 N. Washington Street, Suite 204
                  Alexandria, VA 22314
                  Tel: (703)548-2100
                  Fax: (703)548-2105
                  E-mail: kmo@henrylaw.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/vaeb12-11243.pdf

The petition was signed by John Thoburn, general partner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
John Thoburn                          --                        --


TOWER BONDING: A.M. Best Affirms 'B' Financial Strength Rating
--------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating of B (Fair) and issuer
credit ratings of "bb" of Tower Bonding and Surety Company (Tower
Bonding) (San Juan, PR).

The ratings reflect Tower Bonding's weakened operating
performance, which is reflective of its declining premium volume
combined with the high underwriting expense structure and lack of
premium scale to support fixed costs.  The ratings also reflect
the company's geographic concentration within Puerto Rico, which
exposes it to judicial, regulatory and economic concerns specific
to that market as all business is conducted locally.

Somewhat offsetting these negative factors are Tower Bonding's
reduced yet profitable underwriting results and sound investment
income, which has bolstered earnings.  The surety book of business
has performed well, reflective of a low occurrence of losses and
favorable reserve development on both an accident and calendar
year basis over the long term.

Despite the company's weakened operating performance due to the
high expense structure, the outlook acknowledges the improvement
in overall capitalization as measured by Best's Capital Adequacy
Ratio (BCAR) reflective of decreasing underwriting leverage driven
by reduced premium writings and surplus growth achieved through
profitable earnings.

Factors that could result in upward movement of the ratings and/or
outlook include a significant and sustained improvement in Tower
Bonding's operating earnings and resulting returns on revenue
measures.  Accordingly, this would enhance the company's ability
to generate surplus growth, which has been constrained by weakened
return measures in recent years.  Alternatively, a weakening in
the company's overall capitalization driven by strong premium
growth and/or weakened operating performance will likely result in
negative rating pressure.


TOWN CENTER: To Seek OK of Amended Plan Disclosure Today
---------------------------------------------------------
Town Center at Doral, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Florida a Disclosure Statement
explaining the proposed First Amended Joint Plan of Reorganization
dated Feb. 8, 2012.

According to the Disclosure Statement, the Plan provides for a
restructuring of the Debtors' financial obligations.  The Debtors
believe that the proposed restructuring will provide the Debtors
with the necessary liquidity to compete effectively in today's
economic environment.

Under the Plan, most of the secured claims will be paid 100% of
their claims.  AMT CADC Loan Claim will receive 2% on account of
their claims.  General Unsecured Claims will recover 2.88% of
their claims.  Old Equity Interests will recover nothing on
account of their claims.

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

The Court will convene a hearing on March 5, 2012, at 10:00 a.m.,
to consider adequacy of the Disclosure Statement explaining the
proposed Chapter 11 Plan.

                        About Town Center

Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark
at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at
Doral Developers, LLC, companies associated with the aborted
Landmark at Doral development, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19,
2011, almost three years after AmTrust Bank sought to foreclose on
the project.  Town Center at Doral, LLC, posted assets of
$29,297,300 and liabilities of $166,133,171.  Isaac Kodsi signed
the petitions as vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, represents the official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TRIBUNE CO: Hearing on Allocation Disputes Today
------------------------------------------------
Tribune Company and other parties-in-interest in its bankruptcy
case submitted to Judge Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware opening briefs elaborating
their positions with respect to the allocation disputes ahead of a
hearing scheduled for today, March 5, 2012.

A. DCL Plan Proponents

Counsel to the Debtors, James F. Conlan, Esq., at Sidley Austin
LLP, in Chicago, Illinois, apprise the Court of developments with
respect to disputes on: (i) the Allowed Amount of the Phones
Notes Claims; (ii) the nature and amounts of the claims of
certain of the Other Parent Claimants; and (iii) the calculations
set forth in the recovery chart reference in the Scheduling
Order.

Specifically, the Debtors, Aurelius Capital Management,
Wilmington Trust Company, as successor Indenture Trustee for the
PHONES Notes, Barclays Bank PLC, and Waterstone Capital
Management, L.P., entered into a Court-approved stipulation,
which sets forth the factual bases for the calculations of the
low and high PHONES Notes Claims amounts set forth in the
Recovery Chart.  The parties acknowledged that the dispute over
the amount of the PHONES Notes Claims arises from elections
tendered by some Noteholders to exchange their Notes for cash
payments before the Petition Date.  The PHONES Amount Stipulation
seeks to resolve or narrow the factual issues essential to that
dispute.  A full-text copy of the stipulation is available for
free at http://bankrupt.com/misc/Tribune_PHONESAmtStip.pdf

With respect to the claims of retirees and of other Tribune
general unsecured creditors that are classified as "Other Parent
Claims," the Debtors have produced in discovery: (i) a list of
each Retiree, other than those represented by Teitelbaum &
Baskin, LLP, identifying the claim number, the name of the
claimant, the amount asserted and the nature of the supporting
documents; (ii) a list of the remaining Other Parent Claims
(other than the Swap and Retirees) identifying the claim number,
the name of the claimant, the amount asserted and the nature of
the claim; and (iii) certain operative documents relating to the
sought Retirees' Claims.

The Debtors believe that it is important that the Court have the
benefit of this information in assessing how to resolve the
Allocation Disputes as they relate to these claims.  To that end,
the Debtors have prepared a stipulation regarding this issue and
circulated the Other Parent Claim Stipulation to the parties
participating in the Allocation Disputes Hearing.  The Debtors
intend to file the Stipulation prior to the Allocation Disputes
Hearing.  Moreover, the Debtors have prepared a stipulation
regarding the use of two Tribune Consolidated trial balance
reports relating to the company's 2007 10K and September 10Q
filings with the U.S. Securities and Exchange Commission.  Full-
text copies of the Stipulations are accessible for free at:

   http://bankrupt.com/misc/Tribune_OtherParentStip.pdf
   http://bankrupt.com/misc/Tribune_TrialBalanceStip.pdf

On matters relating to the recovery chart, certain parties
jointly prepared two charts that show potential recoveries under
the Third Amended DCL Plan under certain sets of assumptions.
Upon review, Brian Whittman of Alvarez & Marsal confirmed that
the charts correctly reflect the recoveries given the specific
assumptions.  Copies of those charts are accessible for free at:

http://bankrupt.com/misc/Tribune_SubordinationScenarioCharts.pdf
http://bankrupt.com/misc/Tribune_EGITRBRecoveryScenarios.pdf

The Official Committee of Unsecured Creditors maintains that the
treatment of creditors provided for in the DCL Plan satisfies the
requirements of the Bankruptcy Code and does not discriminate
unfairly against the Senior Noteholders.  Indeed, says counsel to
the Creditors' Committee, Howard Seife, Esq., at Chadbourne &
Parke LLP, in New York, the alleged discrimination does not
materially impact the Senior Noteholders' recoveries and thus
does not run afoul of Section 1129(b) of the Bankruptcy Code.
Specifically, even if none of the Other Parent Claimants were
contractually entitled to the benefits of the subordination
provisions under the PHONES Note and EGI-TRB LLC Notes and the
entirety of dispute allocation were paid to the Senior
Noteholders, the Senior Noteholders' initial distribution would
increase from the DCL Plan amount of 33.6% to, at a maximum,
36.5%, he points out.

Even if the difference in treatment is deemed immaterial, the
value of the Debtors' reorganization provided by certain Other
Parent Claimants rebuts any presumption of unfair discrimination,
Mr. Seife avers.  The Retiree Settlement, which dictates the
treatment of Other Parent Claims, provides a logical and rational
basis for the DCL Plan's distribution structure, he insists.
"The benefits that flow from preserving the Retiree Settlement
justify the comparable treatment of Senior Noteholders and Other
Parent Claimants under the DCL Plan," he maintains.

The Debtors adopt the Creditors' Committee's position with
respect to the unfair discrimination allocation dispute.

On behalf of Oaktree Capital Management, L.P., as holder of a
Swap Claim, Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, insists that the Plan's
treatment of the Swap Claim is appropriate because the Swap Claim
is contractually senior to the PHONES Notes and the EGI
Subordinated Note.  Even if the Court determines that the Swap
Claim does not fall within the scope of the applicable
contractual subordination provision, the Plan does not unfairly
discriminate by treating the Swap Claim as if it does, he
asserts.

Mr. Brady further contends that the Plan's inclusion of all
Settlement consideration as within the scope of the contractual
subordination governing the PHONES Notes and the EGI Subordinated
Note is consistent with the plain language of the subordination
agreements and in fact compelled by the Court's holding in its
Memorandum on Reconsideration.  Under applicable non-bankruptcy
law the EGI Subordinated Note is subordinated to the payment in
full of all senior indebtedness, including postpetition interest
even where a claim for such interest is disallowed as a matter of
bankruptcy law, and the PHONES Notes are subordinated to the
payment of postpetition interest to the extent allowed as a
matter of bankruptcy law, he insists.

B. Senior Noteholders

Aurelius Capital insists that the PHONES Subordination does not
apply to postpetition interest on Senior Indebtedness unless and
until all Allowed Non-LBO Claims against Tribune are paid in
full.  There is no dispute however that there is insufficient
value in Tribune's estate to pay non-LBO Claims in full, avers
Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, on
behalf of Aurelius.  In this light, the only way holders of
Senior Indebtedness will be entitled to a turnover from the
PHONES Noteholders on account of postpetition interest is if the
Litigation Trust is successful in recovering value that, together
with other distributions made from Tribune's estate, is
sufficient to pay all allowed non-LBO Claims against Tribune,
including the PHONES Notes Claims, in full, he asserts.

Moreover, the claims held by the tendering PHONES Noteholders
should not be limited to the amount of the exchange payments, and
thus the Court should allow the PHONES Notes Claims in the low
PHONES Amount equaling $759,252,932, says Aurelius.  Mr. Golden
notes that Tribune's obligation to Tendering PHONES Noteholders
as of the Petition Date was to pay the Exchange Payments.  As all
of the Tendering PHONES Noteholders had completed the steps
necessary to accept Tribune's offer to exchange their PHONES
Notes, Tribune is irrevocably obligated to make the Exchange
Payments, he adds.

Indenture Trustees Law Debenture Trust Company of New York and
Deutsche Bank Trust Company Americas assert that the
Subordination Agreements subordinate any payment to holders of
the PHONES Notes and the EGI Note to the prior payment in full of
the Senior Notes.  "Should the PHONES and EGI wriggle out of
their contractual subordination agreements, they will succeed in
impermissibly transferring between $174 to $215 million -- 61% to
85% -- away from the Senior Noteholders, " counsel to the
Indenture Trustees, David S. Rosner, Esq., at Kasowitz, Benson,
Torres & Friedman LLP, in New York, contends.

The Indenture Trustees thus call on adjustments to the DCL Plan
because Other Parent Claims cannot benefit from the subordination
of the PHONES Notes and the EGI Note.  The DCL Plan, in providing
an equal distribution to the Senior Noteholders and the holders
of Other Parent Claims, effectively treats the Other Parent
Claims as if they did benefit from the Subordination Agreements,
without any legitimate reason, Mr. Rosner points out.

The PHONES Notes Indenture Trustee, Wilmington Trust Company,
insists that under the PHONES Indenture and applicable bankruptcy
law, those holding Senior Indebtedness who benefit from the
subordination provisions of the PHONES Indenture are not entitled
to receive postpetition interest prior to the holders of PHONES
receiving payment on their claims.  WTC further asserts:

* proceeds from Chapter 5 Avoidance Actions are not subject to
  subordination pursuant to the PHONES Indenture, and, in light
  of WTC's pending appeal of the Reconsideration Opinion,
  distributions of settlement proceeds should be reserved
  pending final adjudication of the WTC Appeal;

* the priority of distributions from the Creditors' Trust is
  moot as it relates to the PHONES;

* aside from WTC's Class 1F Fee Claim, none of the Class 1F
  Other Parent Claims, including (A) the Swap Claim, (B) Retiree
  Claims, and (C) Trade Claims, are "Senior Indebtedness" under
  the PHONES Indenture;

* (A) the PHONES Notes Claims Amount is $1,183,833,767, plus
  unpaid interest that accrued before the Petition Date or (B)
  if the Court is to decline to order the "High" PHONES Notes
  Claim Amount, the Court should find that the "Low" PHONES
  Notes Claim Amount is $818,808,727; and

* the PHONES are Senior in Right of Payment to the EGI-TRB LLC
  Notes regardless of source of payment.

Barclays Bank PLC and Waterstone Capital Management LP join in
the WTC's assertion that the PHONES Notes Claims should be
allowed in the total amount of $1,183,833,767.

Brigade Capital Management, LLC, on behalf of its managed
entities; and Davidson Kempner Capital Management LLC, as
investment advisor for certain funds that beneficially own claims
against various Debtors, join in Law Debenture and Deutsche
Bank's brief with respect to the allocation dispute.

Brigade is represented by:

        Christopher D. Loizides, Esq.
        LOIZIDES, P.A.
        1225 King Street, Suite 800
        Wilmington, DE 19801
        Tel: (302) 654-0248
        Fax: (302) 654-0728
        E-mail: loizides@loizides.com

           -- and --

        Isaac M. Pachulski, Esq.
        STUTMAN TREISTER & GLATT
        1901 Avenue of the Stars, #1200
        Los Angeles, CA 90067
        Tel: (310) 228-5600
        Fax: (310) 228-5788
        E-mail: ipachulski@stutman.com

Davidson Kempner is represented by:

        Garvan F. McDaniel, Esq.
        BIFFERATO GENTILOTTI LLC
        800 N. King Street, Plaza Level
        Wilmington, DE 19801
        Tel: 302-429-1900

           -- and --

        Adam C. Harris, Esq.
        Karen S. Park, Esq.
        SCHULTE ROTH & ZABEL LLP
        919 Third Avenue
        New York, NY 10022
        Tel: 212-756-2000
        E-mail: adam.harris@srz.com
                karen.park@srz.com

C. EGI-TRB

Counsel to EGI-TRB, David W. Carickhoff, Esq., at Blank Rome LLP,
in Wilmington, Delaware, asserts that the EGI-TRB Notes are not
subordinated with respect to avoidance recoveries.  As is plain,
the agreement provides that the holders of the EGI-TRB Notes are
subordinate to senior debt only with respect to claims on "assets
of the Company" and payments "from the Company," he points out.
Moreover, the EGI-TRB noteholders are obligated to pay-over to
senior creditors only those payments that they receive that were
"made by or on behalf of the Company," he contends.

Accordingly, EGI maintains that the holders of the EGI-TRB Notes
are entitled to their pro rata share of settlement proceeds,
Litigation Trust proceeds from avoidance recoveries and Creditor
Trust proceeds from avoidance recoveries, together with monies
owed by the PHONES to EGI-TRB under the PHONES subordination
provision.

D. TM Retirees

Approximately 200 former employees or directors of The Times
Mirror Company note that their claims constitute "Senior
Indebtedness" and "Senior Obligations."  As such, the treatment
proposed under the DCL Plan is reasonable and appropriate and
does not discriminate against the investors and speculators who
are the holders of the Senior Notes, the PHONES Notes and the
EGI-Note, Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in
White Plains, New York, counsel to the TM Retirees, asserts.  "No
construction of the PHONES Indenture can alter the fact that the
claims of the TM Retirees arise from obligations of Times Mirror,
as assumed by Tribune, to pay deferred compensation for services
rendered or to repay the TM Retirees for their agreement
effectively to lend working capital to Times Mirror in the form
of deferred compensation.  Similarly, the EGI Subordination
Agreement cannot be construed to treat the TM Retiree
obligations, indebtedness or other liabilities as trade payables
or accrued expenses incurred in the ordinary course of business,"
he avers.

In furtherance of the TM Retirees Brief, Mr. Teitelbaum filed
with the Court a declaration appending pertinent exhibits
demonstrating that Tribune assumed the various Times Mirror
retirement plans.  In another declaration, Susan Bell elaborated
on those retirement plans.  A full-text copy of the Bell
Declaration is available for free at:

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

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Proposes Schedule for Supplemental Plan Disclosures
---------------------------------------------------------------
Tribune Company and its debtor affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a supplement to
their motion, seeking:

(a) approval of the Supplemental Disclosure Document, as
    modified on February 20, 2012, explaining their current
    version of their Chapter 11 Plan of Reorganization;

(b) authorization of the resolicitation of votes on and
    applicable elections under the Third Amended DCL Plan from
    the revoting classes; and

(c) entry of a ruling that the votes cast and elections made
    with respect to the Second Amended DCL Plan for all classes
    of Claims other than the Revoting Classes remain binding and
    will continue to be counted as votes and elections regarding
    the Third Amended DCL Plan.

J. Kate Stickles, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington Delaware, relates that the Debtors
seek limited modifications to the relief sought in the
Solicitation Procedures Motion to reflect events that have
occurred in these Chapter 11 cases.  The modifications are:

(1) The Debtors ask the Court to establish certain deadlines
   relating to the Plan confirmation process in addition to
   those that were set forth in the Scheduling Order, which
   set forth deadlines for the Solicitation Procedures Motion
   and Supplemental Disclosure Document, and confirmation of the
   Third Amended DCL Plan.  The proposed additional deadlines
   are:

     March 22, 2012 - Supplemental Voting Record Date
     April 5, 2012  - Deadline for filing any 3018 Motions
     April 25, 2012 - Hearing on any 3018 Motions
     May 7, 2012    - Supplemental Tabulation Deadline

   In all, the schedule of confirmation-related dates is:

     March 9, 2012  - Deadline for filing of objections to the
                      Supplemental Disclosure Document or
                      Solicitation Procedures Motion

                    - Deadline for serving all initial requests
                      for written discovery relating to
                      confirmation of the Third Amended DCL Plan

     March 16, 2012 - Deadline for filing of responses to
                      objections to the Supplemental Disclosure
                      Document or Solicitation Procedures Motion

     March 22, 2012 - Supplemental Voting Record Date

     March 23, 2012 - Hearing on the Solicitation Procedures
                      Motion and Supplemental Disclosure
                      Document

     April 5, 2012  - Deadline for filing any 3018 Motions

     April 23, 2012 - Deadline for filing Plan Supplement

     April 25, 2012 - Hearing on any 3018 Motions

     April 30, 2012 - Deadline to complete all discovery
                      relating to confirmation of the Third
                      Amended DCL Plan

                    - Supplemental Voting Deadline

                    - Deadline for filing objections to
                      confirmation of the Third Amended DCL Plan

     May 10, 2012   - Deadline for filing briefs in support of
                      confirmation of the Third Amended DCL Plan
                      and replies to confirmation objections

     May 16, 2012   - Confirmation Hearing

(2) The Debtors revised the Supplemental Ballots and Supplemental
   Election Forms to accommodate the relief to be sought in
   their motion to establish procedures for compliance with the
   Federal Communications Commission's foreign ownership
   requirements, which will be filed by the Debtors on or about
   March 5, 2012, to be heard at the March 23, 2012 hearing.
   Specifically, the Debtors have modified the Supplemental
   Election Forms to be used by the Holders of Senior Noteholder
   Claims to provide for such Holders' return of Foreign
   Ownership Certifications as required by the FCC from certain
   recipients of New Common Stock under the Third Amended DCL
   Plan in order to avoid having those recipients be deemed to
   be foreign-owned and foreign-controlled for purposes of
   evaluating the percentage of foreign ownership of reorganized
   Tribune Company.

(3) The Debtors want to provide a supplemental notice to the
   Holders of certain Customer Program Claims.  In the April
   2010 Solicitation Motion, the Debtors advised the Court and
   parties-in-interest that the Debtors had identified
   approximately 325,000 Holders of Customer Program Claims who
   were collectively owed approximately $6 million.  The Debtors
   won Court permission to provide a streamlined form of notice
   to those Holders in lieu of providing a full solicitation
   package.  The Debtors later advised the Court that of the
   325,000 Holders of Customer Program Claims that were sent
   Credit/Refund Notices, less than 1% responded to those
   notices, and that the Debtors ultimately satisfied those
   Customer Program Claims rather than distributing solicitation
   packages to the relevant Holders.  Upon review, the Debtors
   have identified approximately $40,000 in the aggregate of
   additional potential Customer Program Claims owed to
   approximately 5,000 Holders thereof.  Accordingly, the
   Debtors seek that they be (i) excused from any requirement to
   send the newly-identified potential Holders of Customer
   Program Claims solicitation materials under the Solicitation
   Procedures Motion, and (ii) permitted instead to send those
   potential Holders of Customer Program Claims a modified
   form of the Credit/Refund Notice.

The Debtors accordingly revised the forms of ballots, master
ballots, notices and election forms to reflect those
modifications.

The Court will consider the Debtors' Solicitation Procedures
Motion and the Supplemental Disclosure Document, as modified, on
March 23, 2012.  Objections are due no later than March 9.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: WTC Cannot Object Oct. 31 Order, Says Deutsche Bank
---------------------------------------------------------------
Law Debenture Trust Company of New York and Deutsche Bank Trust
Company Americas argue that Wilmington Trust Company cannot
appeal the Bankruptcy Court's Oct. 31, 2011 Orders because those
orders are not final orders.  The Indenture Trustees complain
that WTC satisfied none of the elements of a final order as set
forth in In re Reliant Energy Channelview, LP, 397 B.R. 697, 699
(D. Del. 2008).

As reported in the Jan. 16, 2012 edition of the TCR, WTC, solely
in its capacity as Indenture Trustee for the PHONES, took an
appeal to the U.S. District Court for the District of Delaware
from Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware's October 31, 2011 order denying confirmation
of Competing Plans and accompanying opinion on confirmation.

On behalf of the Indenture Trustees, Garvan F. McDaniel, Esq., at
Bifferato Gentilotti LLC, in Wilmington, Delaware, pointed out
that the Order Denying Confirmation leaves additional work for
the Bankruptcy Court in that it will consider another plan.  He
also pointed out that the bases for the Bankruptcy Court's
decision to reconsider its prior decision, as well as its
contractual interpretation of the subordination provisions, are
not pure legal issues.  Subordination, he argues, does not
directly impact the assets of the Debtors' estates as opposed to
allocation of those assets after a plan is confirmed.  He further
noted that the consideration of any appeal from the Bankruptcy
Court's resolution of the subordination issue here at the same
time as that of its ongoing resolution of the other issues
concerning the same subordination provisions of the PHONES
Indenture will not promote judicial economy and will increase the
chance that there will be piecemeal appeals of substantially
similar or related subordination issues.

WTC maintains that it has the right to appeal from the Orders
because those Orders, if left undisturbed, threaten to reduce by
hundreds of millions of dollars recoveries available to the
PHONES Noteholders in the Debtors' bankruptcy cases.  While
acknowledging that the general opinion denying confirmation of a
plan is not a final order, WTC asserts that the Bankruptcy
Court's interpretation of the subordination provisions of the
PHONES Indenture is exactly the type of issue that is subject to
an immediate appeal as of right.

WTC appealed from the Oct. 31, 2011 Orders asserting that a prior
decision rendered by the Bankruptcy Court on the subordination
issue was correct and that decision should not have been subject
to reconsideration because no new fact or new law was presented
to the Bankruptcy Court in support of reconsideration.

The DCL Plan Proponents also objected to the motion for leave to
appeal the Court's decision on subordination arguing that WTC
lacks standing to appeal the Confirmation Decision because it has
not been injured, adversely affected, or aggrieved by the
Decision.

Aurelius Capital Management, LP joins in the objection of Law
Debenture and Deutsche Bank to WTC's Motion for Leave.

                         *     *     *

The District Court notified the Bankruptcy Court that Wilmington
Trust Company's notice of appeal from the Oct. 31, 2011 orders
regarding motions for reconsideration of the Confirmation Opinion
and Order and denying confirmation of competing plans and
Aurelius Capital Management LP, et al.'s notice of appeal from
the order denying confirmation of competing plans were docketed.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Objects to Oxendine's $10-Mil. Claim
------------------------------------------------
Tribune Co. and its affiliates object to, and ask the Court to
disallow, Claim No. 5012 asserting $10 million against Tribune
Company by Jacquelyn Oxendine because Ms. Oxendine has failed to
assert facts that would support a valid right to payment from any
of the Debtors' estates under applicable non-bankruptcy law.

Claim No. 5012 demands $10 million in damages based solely in the
Orlando Sentinel newspaper's publication of a press release and
other information issued by The Florida Bar regarding the outcome
of disciplinary proceedings of 23 Florida lawyers, including Ms.
Oxendine.  Ms. Oxendine appears to assert that the publication of
that information arose to the level of defamation, an assertion
that is not only unsupported in fact nor accompanied by any legal
basis, the Debtors asserts.

Counsel to the Debtors received an informal response to the
Objection from Ms. Oxendine.  As a result of further discussions,
the parties have agreed to enter into a stipulation to resolve
the Objection and to reduce, modify and allow Claim No. 5012 as a
general unsecured claim against Orlando Sentinel Communications
Company for $7,000.  The Debtors' Objection will be deemed
withdrawn.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Judge Pauley Issues Master Order in MDL Litigation
--------------------------------------------------------------
David M. Zensky, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Wilmington, Delaware, on behalf of Aurelius Capital Management,
LP, wrote to update the U.S. Bankruptcy Court for the District of
Delaware with regard to a master order issued on February 23,
2012 by Judge William Pauley, III, in the pending multidistrict
litigation captioned In re Tribune Company Fraudulent Conveyance
Litigation before the U.S. District Court for the Southern
District of New York.

The MDL was reassigned to Judge Pauley following Judge Richard
Holwell's resignation on February 7, 2012.  Pursuant to the
February 23 Master Case Order, Judge Pauley continued the stay
imposed by Judge Holwell, and directed the parties to undertake
certain preliminary scheduling and organizational steps so that
the MDL will eventually be able to move forward in an orderly
manner.  Judge Pauley also selected interim liaison counsel for
the plaintiffs, and interim lead and liaison counsel for the
defendants.  Judge Pauley also directed Plaintiffs to submit a
list by March 30, 2012 identifying who "among them intend to
submit motion papers or memoranda to this Court, appear in person
for conferences, or offer oral arguments to the Court," and
directed Defendants to "submit a proposed organizational
structure comprised of an executive committee of counsel who will
fairly represent each group of defendants in this multi district
litigation whose interests are similarly aligned" by April 20,
2012.

The Master Case Order confirms the positions taken by the
Noteholders in their (i) motion and joinder to lift the stay
imposed by the Bankruptcy Court on April 25, 2011 with respect to
the state law fraudulent conveyance cases consolidated in the MDL
and (ii) opposition to the Official Committee of Unsecured
Creditors' motion to continue the stay of the FitzSimons Action
beyond the date it is transferred to the MDL, according to Mr.
Zensky.

Judge Pauley could be adversely impacted were the FitzSimons
Action parties prevented from participating in these crucial
preliminary party activities because transfer by the MDL Panel
was delayed or because they were forbidden to do so by the terms
of a Bankruptcy Court stay order - precisely the sort of
interference that the Bankruptcy Court has repeatedly emphasized
it wishes to avoid, Mr. Zensky points out.

To that end, the Indenture Trustees renew their request that the
Bankruptcy Court lift the stay of the SLCFC Actions and prolong
the stay of the FitzSimons Action only until such time as it is
transferred to the MDL.

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

  http://bankrupt.com/misc/Tribune_DC_Feb23MasterOrder.pdf

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TUCSON ELECTRIC: S&P Withdraws 'B' Issuer Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' short-term
issuer credit rating on Tucson Electric Power Co. "We subsequently
withdrew the rating at the company's request," S&P said.


UCI HOLDINGS: Outlook Revised to Stable From Positive
-----------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on UCI
Holdings Ltd. (UCI) to stable from positive.

"This is because we no long believe there is a one-in-three chance
the company will reach our benchmark ratios for an upgrade within
the year ahead," said Standard & Poor's credit analyst Nancy
Messer. She added, "We expect the company to report slightly
higher debt and lower EBITDA than we had expected for 2011 due to
various fundamental factors, some of which will continue into
2012."

"Our stable outlook on UCI reflects our opinion that the company's
adjusted leverage will likely remain in the area of 5.5x to 6.0x
for the year ahead. For the current rating, we assume debt to
EBITDA will remain at more than 5.0x, funds from operations (FFO)
to debt will stay at just over 10%, and that cash flow from
operations will remain positive. We estimate this will happen
if revenue growth is low and gross margins remain near the
historical levels of 28%. These benchmarks take into account the
headwinds experienced by the company in 2011, including certain
higher costs and product mix changes," S&P said.

"We could raise our ratings if we raise our assessment of the
financial risk profile to 'aggressive.' Doing so would require us
to believe that UCI would generate meaningful free cash flow to be
put toward debt reduction, resulting in leverage improving beyond
4.5x and FFO to debt of more than 12%. This could occur if the
gross margin reaches 30% or better and revenue growth is 4% or
higher in 2012. Gross margin could improve if the company is able
to successfully integrate certain of the UCI's filters operations
with the filter business of Rank's Autoparts Holdings Ltd., an
effort that is ongoing. We would also need to believe that
financial policies under the new owner would support permanent
reductions in debt," S&P said.

"We could lower our ratings if the economy fails to recover,
leading to persistently weaker consumer demand or customer
resistance to commodity cost recovery, such that FFO to debt is
less than 10%, debt to EBITDA remains near 6x, and the company
generates negative cash flow. Leveraged distributions to
shareholders that would worsen leverage could also result in a
lower rating," S&P said.


UNI-PIXEL INC: Partners with TI on Touch Screen Solutions
---------------------------------------------------------
UniPixel, Inc., has entered a memorandum of understanding with
Texas Instruments, Incorporated (TI) (NASDAQ:TXN) to collaborate
in the development of touch screen solutions.

In addition to defining a collaboration effort intended to
integrate TI's touch controllers with UniPixel's UniBoss printed
touch sensors, the memorandum outlines the terms of a potential
definitive agreement involving marketing and sales efforts.

"While this relationship is initially aimed at ensuring that
UniBoss touch sensor films are fully operational with TI's touch
screen controller chip family, we believe the ultimate value of
this working relationship is in the potential to yield integrated
touch solutions that are superior to what each company could
accomplish independently," said UniPixel CEO Reed Killion.

UniBoss is a roll-to-roll printed electronics process with a focus
on flexible, conductive microcircuits.  UniBoss can pattern
conductive traces on plastic and paper substrates and is capable
of applying conductive circuits on one or both sides of a single
film substrate.  For touch sensor applications, UniBoss is a
higher performing, lower cost alternative to industry standard ITO
transparent conductor films.

TI is a world leader in the design and production of both analog
and digital chipsets, and its line of touch controllers are
already used by the top manufacturers in numerous handheld
electronic devices on the market.  Gaurang Shah, vice president of
Audio & Imaging Products at Texas Instruments, commented: "UniBoss
offers unparalleled cost and performance benefits that make it a
perfect match for TI touch screen controllers. Together, UniPixel
and TI will bring to market high-quality touch screen solutions at
an extraordinarily low cost."

Killion added: "We are excited to work with an innovative industry
leader like Texas Instruments.  We believe this is just the
beginning of a mutually beneficial relationship that will lead to
providing advanced touch screen technology to global OEMs."

                       About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $3.81 million in 2010 and a net
loss of $5.37 million in 2009.  The Company also reported a net
loss of $6.69 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $9.71
million in total assets, $143,600 in total liabilities and $9.57
million in total shareholders' equity.

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has sustained losses and negative cash
flows from operations since inception.


UNIVERSAL BIOENERGY: Buys 40% Member Interest of Whitesburg
-----------------------------------------------------------
Universal Bioenergy Corporation and Whitesburg Friday Branch Mine
LLC entered into a Member Interest Exchange Agreement dated
Oct. 17, 2011.  Pursuant to the Agreement, and subject to the
terms and conditions set forth therein, and the subsequent
amendment to the Agreement dated Feb. 20, 2012, the Company
acquired 40% of the Member Interests of Whitesburg, from JLP and
Partners LLC, in exchange for consideration consisting of
$2,700,000 payable in cash, debt instrument or and common stock of
the Company pursuant to the terms and conditions set forth in the
Agreement.

Pursuant to the Agreement and following the execution of the
Amendment, the parties acknowledged they have properly and timely
performed all terms and conditions as required pursuant to the
Agreement, and therefore the transaction contemplated by the
"Member Interest Purchase Agreement", and the Amendment was
"Closed" on Feb. 20, 2012.

The completion of the acquisition was approved by the Board of
Directors of the Company.

Whitesburg is engaged in the business of coal mining, operations
and coal production at a coal mining property known as the
Whitesburg Friday Branch Mine, located at Friday Branch Road, in
Whitesburg, Kentucky for the marketing of "Thermal/Steam" non-
coking coal in the United States of America.

Universal's management believes that the association with
Whitesburg for the production and marketing of high grade thermal
coal should give it a high margin energy product to sell to its
electric utility and coal production customers.

The Company will be granted one seat on Whitesburg's Board of
Directors, or appointed as a Managing Member to represent the
interests of the Company and its shareholders, according to
Whitesburg's Operating Agreement.

A full-text copy of the Member Interest Exchange Agreement is
available for free at http://is.gd/Bx9KVa

                      About Universal Bioenergy

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.

S.E.Clark & Company, P.C., in Tucson, Arizona, the Company's
independent auditors, noted that the accumulation of losses and
shortage of capital raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $2.00 million on $41.32 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.87 million on $0 of revenue during the prior year.

The Company reported a net loss of $1.37 million on $49.90 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $955,284 on $20.35 million of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.02 million in total assets, $3.56 million in total liabilities,
and a $540,428 total stockholders' deficit.


VALASSIS COMMUNICATIONS: S&P Affirms 'BB-' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Livonia, Mich.-based Valassis Communications Inc. to stable from
positive. "Our ratings on the company, including the 'BB-'
corporate credit rating, were affirmed," S&P said.

"The outlook change reflects our view that near-term operating
trends will remain weak. Our 'BB-' rating incorporates the
expectation that leverage will remain in the low 2.0x area over
the next 12 months. We assess Valassis' business risk profile as
'weak,' according to our criteria, acknowledging a high level of
volatility in shared mail profitability, competitive pressures
in the freestanding insert (FSI) and shared mail markets, a low
EBITDA margin, and a narrow business focus. We view the company's
financial risk profile as 'significant,' based on historical
volatility in leverage and discretionary cash flow generation.
These negative factors are only partly offset by management's
solid track record of debt repayment and adequate liquidity," S&P
said.

"The shared mail division generated roughly 60% of revenue in
2011, and is subject to uncertainty regarding the long-term
prospects for the direct mail business. The industry faces
increasing pressures from various online advertising channels.
Online channels account for less than 10% of Valassis' revenues.
We believe the long-term competitive dynamics of the direct mail
industry will remain difficult. FSIs (about 10% of revenue) are a
mature business, competing increasingly with online advertising,
and are subject to unfavorable trends in the newspaper business.
Despite being essentially a duopoly, the FSI sector is subject to
keen ad pricing competition. Previously Valassis' overall business
had been somewhat recession-resistant; however recent operating
trends indicate the current weakness and budgetary pressures on
consumer packaged goods companies could persist," S&P said.

"Unexpectedly high coupon redemption rates in the first half of
2011 exhausted consumer packaged goods clients' marketing budgets,
leaving a minimal portion of the marketing budget available for
Valassis' marketing communications. We expect budgets for 2012 to
be affected by broad economic weakness and digital competition.
Our 2012 base-case assumptions include flat- to low-single-digit
percentage revenue and EBITDA growth, respectively. We expect the
EBITDA margin to remain flat or experience a slight improvement
from modest cost reductions," S&P said.


VIDEOTRON LTEE: Moody's Rates 10-Year Sr. Unsec. Notes at 'Ba1'
---------------------------------------------------------------
Moody's Investors Service rated Videotron Ltee's (Videotron) new
10-year senior unsecured notes Ba1, equivalent with ratings on the
company's existing senior unsecured notes which were affirmed.
Videotron is a wholly-owned subsidiary of Quebecor Media Inc.
(QMI) and per Moody's usual practice, Moody's maintains corporate
family and probability of default ratings (CFR and PDR
respectively) at the senior-most company for which Moody's
maintains ratings, which, in this case, is QMI. QMI's Ba2 CFR and
PDR were affirmed as was the company's SGL-2 speculative grade
liquidity rating (indicating good liquidity) and the Ba3 and B1
ratings of, respectively, the company's senior secured bank credit
facility and senior unsecured notes. The ratings outlook remains
unchanged at stable.

The transaction is a positive as it extends Videotron's weighted
average term to maturity. However, since the proceeds from the new
issue will be used to prepay all of the remaining 6 7/8% senior
unsecured notes due January 15, 2014, and to repay drawings under
Videotron's revolving credit facility, the transaction does not
change QMI's consolidated debt or cash flow and is therefore
credit neutral. This allows the new notes to be issued at the same
Ba1 level as the notes they are replacing and allows all of QMI
group's ratings to be affirmed.

Assignments:

   Issuer: Videotron Ltee

   -- Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD3,
      35%)

Affirmations:

   Issuer: Videotron Ltee

   -- Senior Unsecured Regular Bond/Debenture, Affirmed at Ba1,
      with the LGD assessment revised to LGD3, 35% from LGD3, 37%

   Issuer: Quebecor Media Inc.

   -- Corporate Family Rating, Affirmed at Ba2

   -- Probability of Default Rating, Affirmed at Ba2

   -- Speculative Grade Liquidity Rating, Affirmed at SGL-2

   -- Senior Secured Bank Credit Facility, Affirmed at Ba3, with
      the LGD assessment revised to LGD5, 71% from LGD5, 70%

   -- Senior Unsecured Regular Bond/Debenture, Affirmed at B1
      (LGD5, 87%)

   -- Outlook, Unchanged at Stable

RATINGS RATIONALE

QMI's Ba2 ratings are based primarily on the cable-based
telecommunications franchise of Videotron and Moody's related
expectations of continuing growth. Despite heightened capital
expenditures and start-up losses related to launching a
facilities-based wireless product, the impact of IPTV competition,
and secular pressures in the newspaper publishing business that
Moody's thinks will cause its eventual wind-down, Moody's expects
the cable business to fuel gradual expansion of cash flow with
consolidated Debt/EBITDA leverage being maintained in the low 3x
range. Moody's does not think that management has aspirations of
reaching investment grade status and, given the company's
ownership structure and history, Moody's also thinks that a
consequence of cash flow growth is increasing dividend outflow
that will effectively constrain the ratings at their existing
level. QMI's rating draws support from solid liquidity
arrangements that are available to bridge timing differences and
to fund extraordinary expenditures.

Rating Outlook

The ratings outlook is stable, reflecting a balance of positive
momentum provided by strong results in the cable business and the
potential of future cash drains given growth aspirations and
shareholder return requirements.

What Could Change the Rating - Up

For an upgrade to be considered, it would be preferable that QMI
have a stable business platform with growth expected to come
primarily from organic developments. With that and were TD/EBITDA
expected to be in the sub 3.0x range, FCF/TD over 5%, RCF/TD
maintained in excess of 20%, and (EBITDA-CapEx)/Interest improved
to above 2.5x - in all cases on a sustainable basis - a ratings
upgrade may be considered.

What Could Change the Rating - Down

Should TD/EBITDA approach 3.5x, FCF/TD be close to break even and
RCF/TD trend towards 15%, in all cases on a sustainable basis, the
ratings may be subject to downwards pressure. As well, significant
debt-financed acquisition activity or adverse liquidity events may
prompt an adverse ratings adjustment.

The principal methodology used in rating Quebecor was the Global
Cable Television Industry Methodology published in July 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.


VIDEOTRON LTEE: DBRS Assigns 'BB' Rating to Sr. Unsecured Notes
---------------------------------------------------------------
DBRS has assigned ratings of BB (high) and RR3 to Videotron Ltee's
(Vid‚otron or the Company) issuance of USD 800 million 5.0% senior
unsecured notes maturing July 15, 2022 (the Notes).  The trend is
Stable.  The Notes will rank equally with all of the Company's
existing and future unsecured unsubordinated indebtedness.

This debt issuance was initiated by Vid‚otron for settlement on or
around March 14, 2012.  The Notes will be issued by way of an
offering memorandum and reference the trust indenture dated on or
around March 14, 2012.

DBRS expects Vid‚otron to use the proceeds from this issue for the
early repayment of any and all of its outstanding U.S. 6 7/8%
notes due 2014, repayments under its revolving credit facility,
related fees and expenses and general corporate purposes.


VITRO SAB: Implements Mexican Reorganization Plan
-------------------------------------------------
Bloomberg News reports that Mexican glassmaker Vitro SAB announced
it has implemented the reorganization plan approved by a judge in
Monterrey, Mexico.  The reorganization in Mexico was fought
unsuccessfully by holders of some of the $1.2 billion in defaulted
bonds.

Mexican glassmaker Vitro SAB de CV won approval of its
reorganization plan by a judge in Monterrey, Mexico, the company
said in a statement Feb. 7, 2012.

The reorganization was being fought by holders of some of the
$1.2 billion in defaulted bonds.  Bondholders were in opposition
based on an argument that the company created $1.9 billion in debt
owing by the parent to subsidiaries and used the affiliates' debt
to vote down opposition from bondholders.  Bondholders also
opposed the plan because it wouldn't pay their debt in full,
although shareholders would retain ownership.

Vitro characterized the ad hoc bondholder group as "vulture
investors" who have "an established pattern of highly litigious
behavior."

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push
through a plan to buy back or swap US$1.2 billion in debt from
bondholders based on the vote of US$1.9 billion of intercompany
debt when third-party creditors were opposed.  Vitro as a result
dismissed the first Chapter 15 petition following the ruling by
the Mexican court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-
11754).

The Vitro parent told the Mexico stock exchange that it received
sufficient acceptances of its reorganization pending in a court
in Monterrey.  The approval vote was evidently obtained using
claims of affiliates.  The bondholders are opposing the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.  Bondholders
previously cited an "independent analyst" who estimated the
Mexican plan was worth 49% to 54% of creditors' claims.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No.10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-
47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-
47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-
47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No.
10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 0-47477);
Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478);
B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479);
Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480);
Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP
Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted to
liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The Justice
Department's bankruptcy watchdog said $5.1 million in bills were
run up in bankruptcy and hadn't been paid.


VUZIX CORP: Defers Payment of $142,000 Loan to LC Capital
---------------------------------------------------------
Vuzix Corporation entered into a Supplemental Agreement dated as
of Feb. 23, 2012, with LC Capital Master Fund Ltd.  Pursuant to
the Supplemental Agreement, payment of principal in the amount of
$141,666 payable to the Lender on Feb. 23, 2012, pursuant to a
Convertible Loan and Security Agreement dated as of Dec. 23, 2010,
between the Lender and the Company, was deferred until the
maturity of the loan made by the Lender to the Registrant pursuant
to the Loan Agreement.  The stated maturity date of that loan is
Dec. 23, 2014.  Repayment of the loan can be accelerated upon the
occurrence of an Event of Default, as described in the Loan
Agreement.

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $4.55 million on $12.25 million
of total sales for the year ended Dec. 31, 2010, compared with a
net loss of $3.25 million on $11.88 million of total sales during
the prior year.

The Company also reported a net loss of $2.26 million on
$9.24 million of total sales for the nine months ended Sept. 30,
2011, compared with a net loss of $4.08 million on $6.70 million
of total sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$6.90 million in total assets, $12.35 million in total
liabilities, and a $5.45 million total stockholders' deficit.

As reported by the TCR on April 6, 2011, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  According to the independent auditors,
some of these obligations include financial covenants which the
company must comply with.


WARNER SPRINGS: Owner of "Contaminated Site" Files for Chapter 11
-----------------------------------------------------------------
The owner of the Warner Springs Ranch in Warner Springs,
California, has filed for bankruptcy protection.

Warner Springs Ranchowners Association filed a Chapter 11
bankruptcy petition (Bankr. S.D. Calif. Case No. 12-03031) in San
Diego, on March 1, 2012.

The Debtor estimated assets of up to $50 million and liabilities
of up to $10 million.

A document attached to the petition says that a very small portion
of the property, located in the Northwest corner of the ranch, was
previously used as a burn ash dump site prior to the Debtor taking
possession of the property in 1983.  The dump site is located next
to a dried creek bed.  There have been contentious that the
contents of the site may contaminate water supply.  But water
tests have not shown elevated numbers of any contaminates.

The Debtor filed on the Petition Date an emergency omnibus motion
to (a) pay prepetition wages and benefits of employees, (b) pay
payroll and other related taxes, (c) restrain utility from ceasing
services, and (d) put up a web site for notice of bankruptcy
filings.


WARNER SPRINGS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Warner Springs Ranchowners Association
          dba Warner Springs Ranch
        P.O. Box 10
        Warner Springs, CA 92086

Bankruptcy Case No.: 12-03031

Chapter 11 Petition Date: March 1, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Daniel Silva, Esq.
                  GORDON & REES LLP
                  101 West Broadway, Suite 2000
                  San Diego, CA 92101
                  Tel: (619) 696-6700
                  E-mail: dsilva@gordonrees.com

                         - and ?

                  Jeffrey D. Cawdrey, Esq.
                  GORDON & REES LLP
                  101 West Broadway, Suite 2000
                  San Diego, CA 92101
                  Tel: (619) 696-6700
                  Fax: (619) 696-7124
                  E-mail: jcawdrey@gordonrees.com

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

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

The petition was signed by David Gee, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pala Band of Mission Indians       Purchase and           $206,832
35008 Pala Temecula Road, PMB 5    Sale Agreement
Pala, CA 92059

John H./Lisa M. Gubler             Settlement Agreement    $70,000
8020 Via Urner Way
Bonsall, CA 92003

Travelers Insurance                General Liability       $47,890
701 B. Street, 6th Floor           Insurance
San Diego, CA 92101

State Compensation Insurance Fund  Insurance               $34,466

Eric Jan De Lagillardaie           Settlement Agreement    $25,000

AFCO                               Payment Center          $21,648

Curative Title                     Title Company           $18,988

Valley Crest                       Golf Course             $17,000
                                   Maintenance

San Diego Gas & Electric           Utility                 $12,594

Pacificare                         Employee Medical         $8,803
                                   Insurance

Valley Crest                       Landscape Maintenance    $5,000

AT&T                               Phone Service            $3,176

Henderson, Caverly, Plum           Tax Attorneys            $3,049

Water Quality Specialist           Small Water Permit       $2,578

Network Design Integrator          IT Technician            $2,500

Eryn Sisk                          Employee                 $1,456

Shirley Parry                      Employee                 $1,446

James Sisk                         Employee                 $1,212

Elizabeth Bray                     Employee                 $1,181

Dennis Parry                       Employee                 $1,047


WASHINGTON MUTUAL: Holders May Change Release Elections
-------------------------------------------------------
Washington Mutual, Inc. disclosed that holders of WMI preferred
and common stock in Classes 19 and 22, respectively, for whom the
deadline to grant the releases set forth in Section 41.6 of the
Plan is March 7, 2012, and who previously elected to opt out of
granting such releases, may change their election in order to be
eligible to receive a distribution under the Plan.

"If you hold WMI common or preferred stock through a bank or
broker and previously elected to opt out of granting such
releases, to change your Release Election you should NOT complete
any new ballot.  Rather, to change your Release Election, you must
have your bank or broker contact Kurtzman Carson Consultants, LLC
("KCC") at kcc_gsgsc@kccllc.com as soon as possible so that there
may be time to effectuate such change from "opt out" to "opt in"
before the Release Deadline.

If you do not hold your WMI common stock with a bank or broker and
previously elected to opt out of granting such releases, to change
your Release Election you must directly contact KCC at
kcc_gsgsc@kccllc.com as soon as possible and before the Release
Deadline.

Holders of WMI preferred and common stock and banks and brokers
that are voting nominees of beneficial owners of WMI preferred and
common stock are urged to contact KCC if they have any questions."

                    Equity Interest Estimation

BankruptcyData.com reports that Washington Mutual filed with the
U.S. Bankruptcy Court a motion to estimate the maximum amount of
certain equity interests for the purposes of establishing reserves
under the Debtors' Chapter 11 Plan.

The motion explains, "...unless the Court estimates the maximum
amount of the Estimated Interests for reserve purposes as
requested herein, the Debtors will not be able to effectuate the
distributions of Reorganized Common Stock contemplated pursuant to
the Plan until the unliquidated amounts are litigated and
determined." The Court scheduled a March 14, 2012 hearing to
consider the motion.

Separately, the Court approved the Company's motion for a
stipulation and agreement between the Debtors and Tranquility
Master Fund.

                   HoldCo Objection Resolved

The U.S. Bankruptcy Court for the District of Delaware approved
the stipulation entered between Washington Mutual Inc., et al.,
and HoldCo Advisors, L.P., resolving the objection of HoldCo to
the Debtors' Seventh Amended Plan.

As reported in the Troubled Company Reporter on Feb. 13, 2012,
HoldCo's objection asserted, among other things, the Plan violates
section 510(a) of the Bankruptcy Code, because the current plan
waterfall provisions subordinates the CCB-1 Guarantees Claims in a
manner inconsistent with the governing contractual provisions and
applicable law, thus rendering the Plan unconfirmable under
section 1129(a)(3) of the Bankruptcy Code.

Separately, according to BankruptcyData.com, the Court also issued
an order (I) approving the settlement agreement related to FDIC
litigation and authorizing the Debtors' consummation thereof and
(II) modifying the automatic stay under Section 362 of the
Bankruptcy Code, as necessary, to allow payment of the settlement
amount under directors' and officers' insurance policies.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent $232.8
million on bankruptcy professionals since filing its Chapter 11
case in September 2008.

Washington Mutual, Inc. disclosed that Judge Mary Walrath at a
hearing Feb. 17 said she will approve WaMu's reorganization plan,
thus concluding the three and one-half year-old bankruptcy.

The Plan is based on a global settlement intended to remove almost
all opposition to the reorganization and remedy defects the judge
identified in September.  The plan is designed to distribute
$7 billion.  Under the reorganization plan, WaMu will establish a
liquidating  trust to make distributions to parties-in-interest on
account of their allowed claims.


WASTE2ENERGY: Chapter 11 Trustee Extended to New Debtors
--------------------------------------------------------
Judge Kevin Carey of the Bankruptcy Court for the District of
Delaware has ordered that all applicable orders previously
approved in the initial chapter 11 case of Waste2Energy Holdings,
Inc., are applicable to the New Debtors, effective as of the
Petition Date.

The Court authorizes the U.S. Trustee to appoint Wayne P. Weitz
as the chapter 11 trustee for the New Debtors.

The chapter 11 trustee for the New Debtors is authorized to
operate and manage the New Debtors and to take custody of all of
the assets and books and records of the New Debtors.  The chapter
11 trustee for the New Debtors is also authorized to terminate all
of the officers and directors of the New Debtors, to take all
actions on behalf of the New Debtors.

                    About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

On Aug. 8, 2011, four creditors filed an involuntary Chapter 11
petition against Waste2Energy Holdings (Bankr. D. Del. Case No.
11-12504).  Judge Kevin J. Carey presides over the case.  The
petitioning creditors, allegedly owed $3.2 million in the
aggregate, are represented by Frederick B. Rosner, Esq., at The
Rosner Law Group, LLC.

On Sept. 21, 2011, the Court entered an order effectively
converting the case from an involuntary to voluntary chapter 11
proceeding.

On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter 11 trustee.
Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Trustee's
bankruptcy counsel.


WASTE2ENERGY: Ch. 11 Trustee Can Access $500,000 DIP Financing
--------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware has authorized Wayne P. Weitz, the Chapter 11 trustee
for Waste2Energy Holdings, Inc., to obtain postpetition financing
not to exceed $500,000 from WTE Waste to Energy Canada, Inc.,
pursuant to a DIP budget.

The DIP obligations will mature on Apr. 30, 2012and will bear
interest at 15% per annum to all funded loan amounts under the DIP
facility.  In addition, the DIP obligations will include a 3%
facility fee and administrative fee for costs and expenses as DIP
Lender not to exceed $150,000.

As adequate protection, the DIP Lender is granted:

     1. Superpriority administrative expense claims with priority
        over all other administrative expenses which will be
        subject and subordinate only to the carve-out.

     2. Fully perfected first priority DIP financing liens on all
        assets of the Debtors with priority over existing claims
        subject only to the care-out and any valid pre-existing
        secured claims.

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

      http://bankrupt.com/misc/WASTE2ENERGY_dipfinalorder.pdf

                    About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

On Aug. 8, 2011, four creditors filed an involuntary Chapter 11
petition against Waste2Energy Holdings (Bankr. D. Del. Case No.
11-12504).  Judge Kevin J. Carey presides over the case.  The
petitioning creditors, allegedly owed $3.2 million in the
aggregate, are represented by Frederick B. Rosner, Esq., at The
Rosner Law Group, LLC.

On Sept. 21, 2011, the Court entered an order effectively
converting the case from an involuntary to voluntary chapter 11
proceeding.

On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter 11 trustee.
Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Trustee's
bankruptcy counsel.


WASTE2ENERGY: Ch. 11 Trustee Authorized to Hire Foreign Counsel
---------------------------------------------------------------
The Bankruptcy Court for the District of Delaware has authorized
Wayne P. Weitz, the Chapter 11 Trustee for Waste2Energy Holdings,
Inc., to employ Appleby LLC as his special foreign counsel, nunc
pro tunc to Jan. 25, 2012.

As special foreign counsel, Appleby will provide legal advice and
assist the Trustee with:

   (a) corporate governance issues relating to the Isle of Man
       subsidiaries;

   (b) potentially initiating a proceeding in the Isle of Man
       seeking recognition of the Chapter 11 cases and the
       Trustee; and

   (c) taking all other actions with respect to matters relating
       to the Isle of Man.

The customary and proposed hourly rates to be charged by Appleby
for the individuals expected to be directly involved in
representing the Chapter 11 Trustee are:

    Partners/Senior Counsel          GBP440
    Senior Associates                GBP350
    Associates                       GBP265
    Trainees                         GBP200

To the best of the Trustee's knowledge, Appleby does not represent
or hold any interest adverse to the Debtor or its estate.

                    About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

On Aug. 8, 2011, four creditors filed an involuntary Chapter 11
petition against Waste2Energy Holdings (Bankr. D. Del. Case No.
11-12504).  Judge Kevin J. Carey presides over the case.  The
petitioning creditors, allegedly owed $3.2 million in the
aggregate, are represented by Frederick B. Rosner, Esq., at The
Rosner Law Group, LLC.

On Sept. 21, 2011, the Court entered an order effectively
converting the case from an involuntary to voluntary chapter 11
proceeding.

On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter 11 trustee.
Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Trustee's
bankruptcy counsel.


WCA WASTE: Moody's Confirms 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has confirmed the B2 corporate family
rating of WCA Waste Corporation and assigned a B2 corporate family
rating to Cod Merger Company, Inc., the entity through which the
leveraged buy-out of WCA by entities collectively known as
Macquarie Infrastructure Partners II is planned. The B3 rating of
WCA's existing $175 million senior unsecured notes due 2019
remains under review for possible downgrade, while a B1 rating has
been assigned to the planned $375 million first-lien credit
facility of Cod Merger Company, Inc. that will partially fund the
acquisition.

RATINGS RATIONALE

The B2 corporate family rating reflects WCA's small revenue base,
limited interest coverage metrics, a record of no net income since
2008 and no free cash flow since 2009. The rating also
contemplates an operating environment that should gradually
improve as U.S. solid waste volumes, which have declined for
several years, begin growing again in 2012. WCA's geographically
dispersed portfolio of collection and disposal operations should
benefit from the expected positive national volume trend. Versus
peers, the company's revenue base is more heavily focused on
disposal, rather than hauling, while its landfills are focused on
construction and demolition waste streams. Construction and
demolition waste volumes typically lag economic growth which may
limit WCA's realization of better operating statistics until later
this year. But as volumes more decidedly trend upward, WCA's net
income and free cash flow generation should return.

We expect changes from the pending transaction that are about
neutral to the credit profile and thus the B2 CFR assigned to the
planned buy-out entity is on par with WCA's existing CFR. The
transaction should not affect the reported debt load but earnings
from a planned modest asset sale that is a condition precedent to
transaction close will be lost. (Elimination of some
administrative overhead that WCA had as a public registrant will
partially offset.) On a Moody's adjusted basis, proforma for the
transaction, several credit metrics would improve as the
transaction would eliminate WCA's existing preferred equity, a
hybrid security that Moody's treats only partially as equity (25%
equity, 75% debt treatment). On a Moody's adjusted basis, proforma
for the transaction, Q3-2011 debt to EBITDA would have been 5.3x
versus 6.2x with cash flow leverage metrics unaffected (free cash
flow to debt of -2%) as the preferred dividends are paid-in-kind
currently.

The rating outlook is stable because Moody's expects the company's
focus on expansion spending will likely continue, which will
probably limit the degree of debt reduction possible from the
better operating environment. Compared to peers, WCA's performance
has been relatively volatile over the past few years, given its
greater exposure to construction and demolition markets, which
make the earnings profile more economically sensitive. Strategic
investments will likely be necessary to raise the waste network's
return profile and make earnings/cash flow more resilient.

Following the transaction an all first-lien bank debt structure
with customary maintenance covenants will exist. Accordingly,
pursuant to Moody's Loss Given Default Methodology, a better than-
average family recovery of estimated liability claims in a stress
scenario was assumed-- resulting in a one-notch lower probability
of default rating versus the corporate family rating. The higher
recovery assumption and presence of some junior, non-debt claims
drove the one notch uplift to B1 on the planned first-lien credit
facility, versus the corporate family rating.

The B3 rating of WCA's existing $175 million senior unsecured
notes due 2019 remains under review for possible downgrade. Based
on results of the company's tender solicitation thus far, the
amount of bonds outstanding following transaction close would be
quite small; untendered bonds would comprise an effectively
junior, covenant-stripped debt class within the planned capital
structure. As such, a high risk of loss for note holders in a
stress scenario would likely drive a multi-notch rating downgrade.
As well, the instrument rating could be withdrawn, consistent with
Moody's Withdrawal Policy.

Upward rating momentum would depend on EBIT to interest to
approaching 2x with free cash flow to debt in the mid-single digit
percentage range. Downward rating pressure would develop with EBIT
to interest below 1x and negative free cash flow.

Ratings are:

Cod Merger Company, Inc. (to be renamed WCA Waste Corporation at
transaction close)

Corporate family, assigned at B2

Probability of default, assigned at B3

$100 million five-year first-lien revolver, assigned at B1, LGD3,
31%

$275 million six-year first-lien term loan, assigned at B1, LGD3,
31%

Outlook, Stable

WCA Waste Corporation

Corporate family, confirmed at B2 (will be withdrawn at close of
planned buy-out)

Probability of default, confirmed at B2 (will be withdrawn at
close of planned buy-out)

$175 million senior unsecured notes due 2019, continuing under
review for possible downgrade [B3, LGD5, 76%]

Speculative grade liquidity, unchanged at SGL-3

The principal methodology used in rating Cod Merger Company, Inc.
was the Solid Waste Management Industry Methodology published in
February 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

WCA Waste Corporation, based in Houston, TX, is a provider of non-
hazardous solid waste management services. Revenues for the last
twelve months ended September 30, 2011 were $263 million. Cod
Merger Company, Inc. is the entity through which WCA is planned to
be acquired by entities collectively known as Macquarie
Infrastructure Partners II.


WNC SOLO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: WNC Solo, Inc
        P.O. Box 1787
        Robbinsville, NC 28771

Bankruptcy Case No.: 12-20035

Chapter 11 Petition Date: February 27, 2012

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

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  KIGHT LAW OFFICE PC
                  7 Orchard Street, Suite 100
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  E-mail: info@kightlaw.com

Scheduled Assets: $2,471,476

Scheduled Liabilities: $2,733,422

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ncwb12-20035.pdf

The petition was signed by Andy P. Jordan, president.


* Moody's: 2nd-Lien Recovery Only Slightly Higher Than Unsecured
----------------------------------------------------------------
Second-lien debt provides only slightly better average recovery in
default than similarly positioned senior unsecured debt,
suggesting that second-lien holders may gain a false sense of
security from their claim on a borrower's collateral, says a new
special comment by Moody's Investors Service.

"Second-lien debt can offer investors the best of both worlds: a
security interest in the borrower's assets and a better interest
rate than more-senior debt," said David Keisman, a Moody's Senior
Vice President and author of the report.  "But it is unlikely that
second-lien holders expect such a slight advantage over unsecured
debt."

Within the same issuer family, the second-lien collateral claim is
still important, Moody's notes.  Second liens had a much better
average recovery (66%) than unsecured debt (30%) within the same
corporate family.  Moody's review of 151 second-lien debt issuers
that have defaulted since 1988 shows that across issuer families,
the second-lien recovered an average of only 3.6 percentage points
more than similarly positioned senior unsecured debt instruments.
The data come from Moody's Ultimate Recovery Database, which
includes recovery data for about 1,000 corporate defaults dating
back to 1988.

Moody's says this finding throws into question the incremental
recovery value of second-lien collateral interests, which in
theory should provide a recovery benefit in a default.  But that's
not always the case when a borrower's assets may be sold below
their true value to satisfy first-lien lenders, leaving less for
second-lien holders, says Moody's.

"Lenders may consider their claims on collateral?getting paid from
liquidation of hard assets?a better deal than squabbling over
residual value after secured lenders have taken their share. But
if collateral values erode, then lenders may gain little recovery
benefit from their efforts to perfect their claims and craft
intercreditor agreements," said Keisman.

Moody's says that capital structure and firm-wide recoveries are
critical factors in second-lien recoveries.  The presence of an
unsecured subordinated debt cushion significantly boosts second-
lien recoveries, as does ample collateral coverage that is
sufficient to repay both firstand second-lien lenders.

For more information, please see the full report "False Sense of
Security: Second-liens offer only slightly better recovery in
default than similarly positioned senior unsecured debt" on
http://www.moodys.com/


* S&P's Global Corporate Default Tally Still at 18 as of March 1
----------------------------------------------------------------
With no global corporate issuer defaults lass week, the 2012
global corporate default tally remains at 18, said an article
published today by Standard & Poor's Global Fixed Income Research,
titled "Global Corporate Default Update (Feb. 23 - 29, 2012)."

Of the 18 total defaults this year, 11 were based in the U.S.,
four in the emerging markets, and three in Europe.  Missed
payments accounted for eight defaults, bankruptcy filings
accounted for three, distressed exchanges were responsible for
two, and three defaulters were confidential.  Of the remaining
defaults, one was due to a notice of acceleration by the issuer's
lender and the other was due to the company's placement under
regulatory supervision.


* S&P Expects Default Rate to Rise 3.3% in 2012
-----------------------------------------------
As expected, the trailing 12-month U.S. corporate speculative-
grade default rate continued to decline in 2011, closing the year
at 1.98%, said an article published March 1 by Standard & Poor's
Global Fixed Income Research, titled "U.S. Corporate Speculative-
Grade Defaults Totaled 29 In 2011, Two More Than Forecasted."

"The decline represented a drop from 3.3% as of year-end 2010 and
is slightly higher than our 2011 baseline forecast of 1.8%," said
Diane Vazza, head of Standard & Poor's Global Fixed Income
Research.  "Twenty-nine speculative-grade entities defaulted in
2011--just two more than we'd expected."  The first half of the
year was relatively good, with the U.S. economic recovery showing
increasing momentum and the improved credit market conditions
continuing from 2010.  However, the economy didn't grow as much as
expected in 2011, and the sovereign funding problems in Europe
worsened as the year progressed, increasing the risk of contagion
in the U.S.

Moreover, other factors such as the heightened uncertainty in the
Middle East also contributed to the more pessimistic credit market
conditions that prevailed during the latter part of the year.  The
distribution of default occurrences reflected this shift: 19 of
the 29 speculative-grade entities that defaulted did so in the
second half of the year.  "In 2012, we expect the default rate to
rise to 3.3%, with 51 issuers defaulting on their obligations,"
said Ms. Vazza.

For more details, see "The U.S. Corporate Default Rate Is
Forecasted To Rise To 3.3% In 2012," published Feb. 2, 2012,
on RatingsDirect on the Global Credit Portal.


* Small Georgia Bank Shuttered; 12th in 2012
--------------------------------------------
U.S. regulators closed a Georgia community bank on Friday bringing
total closures to 12 so far this year.

Regulators closed Global Commerce Bank, in Doraville, with
$143.7 million in assets and $116.8 million in deposits.  The
Federal Deposit Insurance Corp., as receiver, sign a deal for
Metro City Bank, also of Doraville, to assume all of Global
Commerce Bank's deposits and about $79 million of the failed
bank's assets.

As the economy recovers and the 2007-2009 financial crisis fades
further into the distance, the pace of bank failures has slowed,
Reuters says.  By this time last year, 23 banks have been
shuttered.

In 2010, 157 banks with $92.1 billion in total assets failed while
92 institutions with $34.9 billion in total assets were closed in
2011.

According to Reuters, smaller banks, particularly those with less
than $1 billion in assets, have made up the majority of closures
the past few years.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Global Commerce Bank    $143.7  Metro City Bank           $17.9

Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Central Bank of Georgia $278.9  Ameris Bank               $67.5
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
BankEast                $272.6  U.S. Bank N.A.            $75.6
Patriot Bank            $111.3  First Resource Bank       $32.6
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4
American Eagle           $19.6  Capital Bank, N.A.         $3.2

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                    813 Banks in Problem List

The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that
The number of institutions on the FDIC's "Problem List" declined
from 844 to 813 during the quarter, and total assets of "problem"
institutions fell from $339 billion to $319.4 billion.  The number
of institutions in the "problem list" has decreased for the third
consecutive quarter.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, saw its balance
increase in the fourth quarter to $9.2 billion (unaudited) from
$7.8 billion in the third quarter, the eighth consecutive
quarterly increase.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* New NY Bankruptcy Court Chief Poised to Take Over
---------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the U.S. Bankruptcy
Court for the Southern District of New York welcomes a new leader
Thursday, when Judge Cecelia G. Morris takes the chief judge's
reins and prepares to lead what is arguably the most important
bankruptcy court in the country.

Judge Morris is taking over the top position at the court from
Chief Judge Arthur J. Gonzalez, who is retiring after 16 years on
the bench to become a full-time faculty member and senior fellow
at the New York University School of Law, according to Law360.


* Delaware Adopts Local Rule to Help Bankruptcy Judges
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the federal courts in Delaware adopted a local rule
designed to prevent the bankruptcy courts from unintentionally
falling into a trap as a result of a decision from the U.S.
Supreme Court last year in a case called Stern v. Marshall.  The
high court ruled that a bankruptcy court doesn't have power under
Article III of the Constitution to issue a final ruling on a
state-law-based counterclaim against a creditor when the
counterclaim wouldn't be entirely resolved by deciding the
creditor's claim.

According to the report, the new local rule, being adopted by
districts around the country, says that bankruptcy courts can
continue hearing disputes where they may not have constitutional
power to render final rulings, unless a district judge orders
otherwise. The bankruptcy courts may issue proposed rulings, the
local rule says.

Similarly, if a bankruptcy judge issues a final ruling and it's
later decided there was no constitutional basis to do so, the
ruling from the bankruptcy court will be treated as proposed
findings of fact or conclusions of law.


* Blackstone Group Secures Stake in San Francisco-Area Office
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Blackstone Group
LP has wrestled a large chunk of a San Francisco-area office park
away from Starwood Capital Group in the latest smack down in the
world of distressed commercial real estate.


* DelShah Capital Resolves Two Property Bankruptcies
----------------------------------------------------
Michael Shah, principal and chief executive officer of DelShah
Capital, LLC (DelShah), the real estate investment, debt
acquisition, development and management company disclosed they
have resolved two formerly bankrupt New York City properties and
brought positive conclusions to them in the last twelve months.

According to Mr. Shah, "Every distressed opportunity is different.
And success is defined in different ways.  Here are two examples
of positive outcomes from bankruptcies completed in the past year
in which the end result was ownership of the asset and great
returns on our credit investments.  DelShah excels at processing
complicated legal and financial situations."

In Harlem, DelShah Capital has just purchased 101 West 126th
Street through a New York State Bankruptcy Court ordered sale for
$11,240,000.  In 2010, a DelShah affiliate purchased the non-
performing senior mortgage note for the 32-unit multi-family
apartment building, with a ground floor commercial space, at the
corner of West 126th Street and Lenox Avenue.  DelShah was poised
to purchase the property in May 2011 when the debtor declared
bankruptcy.  DelShah was able to reach agreement with the debtor
and junior creditors, resolve the bankruptcy and take title in
just 9 months.

From March 2011 through the present, DelShah Management undertook
a full renovation to the building with complete upgrades to over
50% of the units. Prior to DelShah's involvement the building was
at less than 60% occupancy under the control of a court appointed
receiver, but it is now fully occupied with an increase in the
rent roll from $635,000 to over $1,000,000 annually.  The
commercial space has been leased to Sun of May, LLC for use as a
food and beverage venue scheduled to open in Spring 2012.

At 639 West 46th Street, the former home of H & H Bagels, in
Manhattan, DelShah Capital purchased the senior note in May 2010
and began a foreclosure on the building.  Helmer Toro, the owner
of 639 West 46th Street, then filed for bankruptcy.  DelShah and
other creditors converted the case into Chapter 7 liquidation.  In
February 2012, the property was sold to the second mortgagee MKF
Management and DelShah Capital received payment in full on its
senior lien position, inclusive of default interest at 24%.

Michael Shah stated, "These deals exemplify DelShah's ability to
resolve conflict among lenders and owners in an expeditious manner
which then benefits the property and increases its value."

About DelShah Capital, LLC DelShah Capital is a full-service real
estate and CRE debt acquisition, development and management
company that owns and operates 1,750 multifamily units as a part
of its 2-million square foot commercial and residential real
estate portfolio that is spread through the five boroughs of New
York City.  DelShah has been very active in purchasing non-
performing CRE loans in the New York region, having completed $40
million in acquisitions since the recession began.  The company
has expertise in identifying, financing, managing, rebranding and
exiting those investments on behalf of institutional clients and
for its own portfolio.

DelShah specializes in the purchase and foreclosure of non-
performing commercial mortgages, including resolving bankruptcies
and complex litigation on the acquisition side.  The firm
integrates rigorous financial and legal structuring with
professional real estate asset management.  This combination of
disciplines makes DelShah Capital a unique operating partner.


* Allen Jeffcoat Joins Turner Padget as Partnet in Myrtle
---------------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reports that South Carolina
law firm Turner Padget Graham & Laney PA has snagged a new partner
for its Myrtle Beach office by luring away a real estate and
bankruptcy expert from his solo practice, the firm said Thursday.

Law360 relates that Allen Jeffcoat, who had practiced at his own
firm since 1985, is expected to bring a significant boost to
Turner Padget's real estate transactional work, particularly in
the realm of South Carolina's northeast coastal tourist mecca
Grand Strand, and a deep knowledge of bankruptcy proceedings
involving property.


* Chief of Delaware Attorney's Office Rejoins Chadbourne
--------------------------------------------------------
The international law firm of Chadbourne & Parke disclosed that
Keith M. Rosen, Chief of the Criminal Division in the United
States Attorney's Office for the District of Delaware, has
rejoined the Firm's White Collar Defense, Regulatory
Investigations and Litigation Group as Counsel in the Washington,
D.C. office.

Mr. Rosen first joined the Criminal Division in the District of
Delaware in 1999, and has over ten years of trial and appellate
litigation experience.  He has worked extensively on
investigations involving financial institution fraud and
securities fraud, including insider trading, as well as economic
espionage and export violation matters.  He has lectured on topics
including market manipulation in the over-the-counter securities
markets, and has been a participant in the Department of Justice
Securities and Commodities Fraud Working Group.

Mr. Rosen initially came to Chadbourne from the DOJ in 2005, and
spent approximately two years with the firm until returning to the
DOJ in 2007 as Chief of the Delaware U.S. Attorney's Office
Criminal Division.  He is returning now to Chadbourne to focus on
building a national Special Investigations and White Collar
Defense practice.  During his prior tenure at the firm, Mr. Rosen
represented individual and corporate clients on matters involving
allegations of tax evasion, securities fraud and deceptive trade
practices.

"Keith's unique combination of skills and experience will be
welcome additions to our white collar practice," said Abbe Lowell,
head of Chadbourne's White Collar Defense, Regulatory
Investigations and Litigation group.  "His civil litigation
capabilities, particularly with respect to representing corporate
and individual clients in complex civil litigation matters,
enhance Chadbourne's already outstanding team of trial lawyers.  I
thoroughly enjoyed working with Keith and I am glad to have him
back in our practice."

"We are proud to welcome Keith back to the firm," said Mary
Lopatto, Managing Partner of Chadbourne's Washington D.C. office,
"as we continue to develop our special investigations practice and
build upon our reputation as a market leader in the field.  It is
a pleasure to see a colleague like Keith at Chadbourne again."

Andrew Giaccia, Chadbourne Managing Partner, added, "Keith's
exceptional background in multi-agency and multi-jurisdictional
criminal investigations will be a great asset to the Firm and will
complement our nationally and internationally recognized white
collar criminal defense practice. On a personal level, we missed
Keith when he was away and we are delighted that he has returned
to Chadbourne."

Chadbourne's White Collar Defense, Regulatory Investigations and
Litigation practice counsels and represents clients (including
companies, government officials, corporate directors, officers and
other professionals) in connection with a wide range of matters,
including criminal investigations and defense, congressional
investigations, internal investigations, federal agency (SEC, IRS,
FTC) cases, inspector general investigations, state attorney
general investigations and parallel proceedings.

Mr. Rosen is a graduate of Brown University where he earned an
A.B., magna cum laude.  He received his J.D. from Yale Law School,
where he was a senior editor for the Law Review. Following Law
School, Mr. Rosen served as a law clerk to the Hon. Edward R.
Becker, United States Court of Appeals, Third Circuit, and was
then an associate at Morgan, Lewis & Bockius LLP.

                   About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- htpp://www.chadbourne.com/ -- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
venture capital and emerging companies, energy/renewable energy,
communications and technology, commercial and products liability
litigation, arbitration/IDR, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, executive compensation and employee benefits,
employment law, trusts and estates and government contract
matters.


* Jones Day Adds Matthew French as Restructuring Partner
--------------------------------------------------------
Jones Day is pleased to announce that restructuring lawyer Matthew
French joins the partnership on March 1, 2012 in London.
Mr. French is a leading lawyer in corporate restructurings and
insolvency with a track record as Managing Director in Global M&A
and EMEA Head of Restructuring at Nomura and UBS after being a
partner at Lovells.

"Matthew is an exciting addition to our Business Restructuring &
Reorganization team in London and Europe," said Corinne Ball,
European head of Jones Day's Business Restructuring Practice. "The
European sovereign debt crisis and the capital adequacy challenges
facing European banks have presented new opportunities for our
investor clients as alternative lenders and owners and we are also
seeing an increase in our levels of activity with special
situations groups at banks all over Europe. Our practice is
distinguished by our multi-disciplinary teams of restructuring
professionals located in each of the main financial centers in
Europe, the Middle East, Asia-Pacific, and the United States and
Matthew will be a terrific addition."

"The appointment of Matthew reflects our commitment to strengthen
further our offering across Europe, not least in the distressed
transaction space," added Mary Ellen Powers, Jones Day's Partner-
in-Charge of EMEA. His mix of legal and investment banking
experience will be invaluable."

"Matthew's arrival continues the process of growth in the London
Office," said John Phillips, Partner-in-Charge of Jones Day's
London Office. Drew Salvest (DCM), Paul Exley (energy), John Ahern
(banking regulatory), Glyn Powell (fraud litigation), and our
London-based U.S. securities law practice team have all joined in
the last few months and there are more laterals in the pipeline.
Five home-grown London associates joined the partnership in
January and we have a very talented group of associates who are
following in their footsteps. We're at the heart of a truly global
law firm with clarity of purpose and long term vision. These are
exciting times."

"I am delighted to be joining this great Firm, with its leading
restructuring practice and unrivalled global platform," said
Matthew French. I am looking forward to working with my colleagues
here at Jones Day on all manner of distressed transactions."

Jones Day is a global law firm practicing in the major centers of
business and finance throughout the world. Ranked among the
world's best and most integrated law firms, and perennially ranked
among the best in client service, Jones Day acts as principal
outside counsel to, or provides significant legal representation
for, approximately half of the Fortune 500, the Fortune Global
500, and the FT Global 500.


* Keating's K. Erwin and R. Sanker Among Chamers' Top Lawyers
-------------------------------------------------------------
Nine attorneys at Keating Muething & Klekamp PLL (KMK(R)) were
selected for inclusion in the 2012 edition of Chambers USA:
America's Leading Business Lawyers(R), published by Chambers &
Partners Publishing.

In addition, KMK was recognized as a leading law firm in Ohio in
the practice areas of Bankruptcy/Restructuring, Corporate/M&A, and
General Commercial Litigation.

The KMK lawyers designated as "Leaders in their Field" in Ohio by
Chambers USA 2012 include bankruptcy and restructuring lawyers
Kevin E. Irwin and Robert G. Sanker.

The Chambers & Partners research team spent a year canvassing
clients and lawyers across the country to obtain a consistent
market view of those firms and lawyers that are considered leaders
in their fields.  The directory contains a detailed and
independently-researched editorial describing each listed law firm
and lawyer and its strengths, details of recent work, quotes from
clients and peers, and a list of active clients within each
practice area.

                  About Keating Muething & Klekamp

Based in Cincinnati, Ohio, Keating Muething & Klekamp PLL  --
http://www.kmklaw.com/-- is a nationally-recognized law firm
delivering sophisticated legal solutions to businesses of all
sizes -- from Fortune 100 corporations to start-up companies.  KMK
received 28 first tier rankings in the 2011-12 Best Law Firms
survey (Metropolitan Cincinnati) by U.S. News and Best Lawyers.
The 2011 Super Lawyers(R) Business Edition named KMK the Top Large
Law Firm in Ohio in Business and Transactions Law.  KMK was named
the Commercial Litigation Firm of the Year-- USA by Finance
Monthly's Law Awards 2011.  Founded in 1954, KMK has approximately
105 lawyers and a support staff of 150 employees.


* Mark Dyer Joins Allegiance's N.Y. Office as Managing Director
---------------------------------------------------------------
Allegiance Capital Corporation, one of the largest private
investment banks serving the lower middle market, announced that
Mark Dyer has joined its New York office to serve as the Managing
Director.

"Allegiance Capital Corporation is extremely pleased to have
Mr. Dyer, an expert in the transportation industry, join the
firm," said David J. Mahmood, Founder and Chairman of Allegiance
Capital.  "His background and expertise in the trucking industry
will allow Allegiance Capital to work with business owners in a
more effective and efficient manner.  Mr. Dyer, through his
understanding of the industry, its operations, its requirements
and needs will help Allegiance Capital as a private investment
banking firm provide its services of financing, mergers and
acquisitions and other capabilities."

Before joining Allegiance Capital Corporation, Mr. Dyer led the
M & A, strategic partnership and national account initiatives with
Dynamex Inc., a North American transportation company based in
Dallas.  Prior to that, Mr. Dyer was with the travel division of
American Express, leading the acquisition and strategic
partnership initiatives in North America and Western Europe, and
was a Presidents Club award winner.  Mr. Dyer has also closed a
number of M & A transactions for the MyTravel Group, based out of
the U.K. and owned and sold a successful chain of retail wine
locations that still flourishes today.

"The decision to join Allegiance Capital Corporation was based on
the way they treat their clients -- with honesty, integrity and
respect," Mr. Dyer said.  "Allegiance Capital understands the
challenges involved in selling a business, as many of their
investment banking professionals started, owned and sold a
business or businesses themselves.  This provides Allegiance
Capital unique insight into developing a proven process model,
plus the expertise and empathy to deliver successful results.  The
firm has built a solid reputation for creating exceptional value
for their clients in the middle market sector, and I am very
pleased to be part of the Allegiance Capital team."

Mr. Dyer will be attending both the ECA (Express Carriers
Association) convention April 10-12, 2012 as well as the MCAA's
(Messenger Courier Associate of America) 25th annual meeting/
convention May 2-5, 2012.

               About Allegiance Capital Corporation

Allegiance Capital Corporation -- http://www.allcapcorp.com-- is
an investment bank specializing in financing and selling
businesses in the middle market.


* BOND PRICING -- For Week From Feb. 27 to March 2, 2012
--------------------------------------------------------

  Company           Coupon   Maturity   Bid Price
  -------           ------   --------   ---------
AMBAC INC            9.375   8/1/2011    11.125
AMBAC INC            9.500  2/15/2021    12.125
AMBAC INC            7.500   5/1/2023    13.000
AMBAC INC            5.950  12/5/2035    13.500
AMBAC INC            6.150   2/7/2087     0.500
AES EASTERN ENER     9.000   1/2/2017    32.000
AGY HOLDING COR     11.000 11/15/2014    37.125
AHERN RENTALS        9.250  8/15/2013    40.000
ALION SCIENCE       10.250   2/1/2015    62.250
AMER GENL FIN        4.625  3/15/2012    98.184
AMR CORP             9.200  1/30/2012    25.000
AM AIRLN PT TRST    10.180   1/2/2013    67.875
AM AIRLN PT TRST     9.730  9/29/2014    30.000
AMR CORP             6.250 10/15/2014    32.500
AMR CORP            10.200  3/15/2020    24.922
AMR CORP             9.880  6/15/2020    27.000
AMR CORP            10.290   3/8/2021    19.100
AMR CORP            10.550  3/12/2021    27.136
AMR CORP            10.000  4/15/2021    29.450
AMR CORP            10.125   6/1/2021    15.500
AMR CORP             9.750  8/15/2021    29.000
AMR CORP             9.800  10/1/2021    24.274
AMERICAN ORIENT      5.000  7/15/2015    44.118
AQUILEX HOLDINGS    11.125 12/15/2016    40.000
BROADVIEW NETWRK    11.375   9/1/2012    92.250
CDWC-CALL03/12      11.000 10/12/2015   106.000
CIT-CALL03/12        7.000   5/1/2016   100.000
CIT-CALL03/12        7.000   5/1/2017   100.000
DELTA AIR 1992B1     9.375  9/11/2017    27.000
DELTA AIR 1993A1     9.875  4/30/2049    20.500
DIRECTBUY HLDG      12.000   2/1/2017    23.000
DELTA PETROLEUM      3.750   5/1/2037    65.000
DUNE ENERGY INC     10.500   6/1/2012    93.000
EASTMAN KODAK CO     7.250 11/15/2013    26.857
EASTMAN KODAK CO     7.000   4/1/2017    26.220
EASTMAN KODAK CO     9.950   7/1/2018    28.200
ENERGY CONVERS       3.000  6/15/2013    50.750
EVERGREEN SOLAR     13.000  4/15/2015    50.000
FIBERTOWER CORP      9.000 11/15/2012    15.250
GREAT ATLANTIC       9.125 12/15/2011     2.000
GLB AVTN HLDG IN    14.000  8/15/2013    33.200
GMX RESOURCES        5.000   2/1/2013    56.689
GMX RESOURCES        5.000   2/1/2013    66.750
GMX RESOURCES        4.500   5/1/2015    40.000
GLOBALSTAR INC       5.750   4/1/2028    55.375
HAWKER BEECHCRAF     8.500   4/1/2015    18.000
HAWKER BEECHCRAF     9.750   4/1/2017     6.000
ELEC DATA SYSTEM     3.875  7/15/2023    93.060
HORIZON LINES        6.000  4/15/2017    20.000
KELLWOOD CO          7.625 10/15/2017    29.000
LEHMAN BROS HLDG     6.000  7/19/2012    27.563
LEHMAN BROS HLDG     5.000  1/22/2013    25.470
LEHMAN BROS HLDG     5.625  1/24/2013    28.125
LEHMAN BROS HLDG     5.100  1/28/2013    25.630
LEHMAN BROS HLDG     5.000  2/11/2013    26.000
LEHMAN BROS HLDG     4.800  2/27/2013    26.000
LEHMAN BROS HLDG     4.700   3/6/2013    26.500
LEHMAN BROS HLDG     5.000  3/27/2013    26.010
LEHMAN BROS HLDG     5.750  5/17/2013    27.500
LEHMAN BROS HLDG     5.250  1/30/2014    26.000
LEHMAN BROS HLDG     4.800  3/13/2014    27.750
LEHMAN BROS HLDG     5.000   8/3/2014    25.500
LEHMAN BROS HLDG     6.200  9/26/2014    28.375
LEHMAN BROS HLDG     5.150   2/4/2015    25.500
LEHMAN BROS HLDG     5.250  2/11/2015    25.760
LEHMAN BROS HLDG     8.800   3/1/2015    26.028
LEHMAN BROS HLDG     7.000  6/26/2015    24.000
LEHMAN BROS HLDG     8.500   8/1/2015    25.002
LEHMAN BROS HLDG     5.000   8/5/2015    25.630
LEHMAN BROS HLDG     7.000 12/18/2015    26.000
LEHMAN BROS HLDG     5.500   4/4/2016    26.392
LEHMAN BROS HLDG     8.920  2/16/2017    26.000
LEHMAN BROS HLDG    11.000  6/22/2022    25.750
LEHMAN BROS HLDG    11.000  7/18/2022    26.500
LEHMAN BROS HLDG    11.500  9/26/2022    25.750
LEHMAN BROS HLDG     9.500 12/28/2022    25.869
LEHMAN BROS HLDG    10.375  5/24/2024    26.125
LEHMAN BROS INC      7.500   8/1/2026     3.000
LEHMAN BROS HLDG    11.000  3/17/2028    26.510
ELI LILLY & CO       3.550   3/6/2012   100.119
LIFECARE HOLDING     9.250  8/15/2013    74.324
MASHANTUCKET PEQ     8.500 11/15/2015     5.025
MF GLOBAL HLDGS      6.250   8/8/2016    32.000
MF GLOBAL LTD        9.000  6/20/2038    33.125
MANNKIND CORP        3.750 12/15/2013    56.750
PMI GROUP INC        6.000  9/15/2016    22.625
PENSON WORLDWIDE     8.000   6/1/2014    41.536
POWERWAVE TECH       3.875  10/1/2027    40.076
POWERWAVE TECH       3.875  10/1/2027    38.310
RAD-CALL03/12        8.625   3/1/2015   101.492
REDDY ICE CORP      13.250  11/1/2015    49.000
REAL MEX RESTAUR    14.000   1/1/2013    45.900
RESIDENTIAL CAP      6.500   6/1/2012    90.500
RESIDENTIAL CAP      8.500  4/17/2013    58.000
COMPLETE PR-CALL     8.000 12/15/2016   104.080
THORNBURG MTG        8.000  5/15/2013     7.958
THQ INC              5.000  8/15/2014    50.000
TOUSA INC            9.000   7/1/2010    12.967
TOUSA INC            9.000   7/1/2010    13.000
TRAVELPORT LLC      11.875   9/1/2016    35.000
TRAVELPORT LLC      11.875   9/1/2016    32.000
TIMES MIRROR CO      7.250   3/1/2013    35.000
MOHEGAN TRIBAL       8.000   4/1/2012    98.549
MOHEGAN TRIBAL       7.125  8/15/2014    66.125
TEXAS COMP/TCEH      7.000  3/15/2013    45.000
TEXAS COMP/TCEH     10.250  11/1/2015    26.000
TEXAS COMP/TCEH     10.250  11/1/2015    26.181
TEXAS COMP/TCEH     10.250  11/1/2015    27.600
VERSO PAPER         11.375   8/1/2016    50.250
WILLIAM LYONS        7.625 12/15/2012    30.000
WILLIAM LYON INC    10.750   4/1/2013    28.000
WILLIAM LYON INC     7.500  2/15/2014    29.000
WASH MUT BANK FA     5.650  8/15/2014     0.500



                           *********

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 ***