TCR_Public/120306.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 6, 2012, Vol. 16, No. 65

                            Headlines

1000 CRESCENT: Section 341(a) Meeting of Creditors Today
4KIDS ENTERTAINMENT: To Get $8MM in 'Yu-Gi-Oh' Licensing Row
AES EASTERN: Deal Paves Way for $240-Mil. Sale of Power Plants
ALERIS INT'L: S&P Affirms 'B+' Rating to $500MM Sr. Unsec. Notes
AMERICAN AIRLINES: Committee Proposes Moelis as Investment Banker

AMERICAN AIRLINES: Committee Proposes Togut as Co-Counsel
AMERICAN AIRLINES: PSAs Seek to Enjoin Changes to Wages & Benefits
AMERICAN AIRLINES: Parties Oppose TWA Ex-Pilots Committee
APPLESEED'S INTERMEDIATE: Suit Over '07 LBO Survives Dismissal Bid
ATLANTIC & PACIFIC: Sam Martin Accepts $1.2MM Offer to Stay as CEO

BIONOL CLEARFIELD: To Auction Off Ethanol Plant in Bankruptcy
BERNARD L. MADOFF: Court Directs Mets Owners to Return $83 Million
BERNARD L. MADOFF: Trustee Fights to Keep Suits in Bankr. Court
BLITZ USA: Wal-Mart Fails to Stop PI Suits for Third Time
BOMBARDIER INC: S&P Retains 'BB+' Corporate Credit Rating

BOMBARDIER INC: Fitch Affirms 'BB+'; Outlook Revised to Negative
BROADSIGN INTERNATIONAL: Files for Chapter 11 to Sell to JEDFam
BUFFETS INC: S&P Withdraws 'D' Corporate Credit Rating
C & M RUSSELL: Chapter 11 Case Reassigned to Judge Robert Kwan
C & M RUSSELL: SulmeyerKupetz Okayed as Bankruptcy Counsel

C & M RUSSELL: Hearing on Plan Exclusivity Extension Today
CAPITAL CITY: Section 341(a) Creditors' Meeting Set for March 14
CAPITAL CITY: Hires Ravich Meyer as Bankruptcy Attorneys
CARIBBEAN RESTAURANTS: S&P Rates Senior Secured Facility at 'B-'
CDC CORP: Equity Committee Files Liquidation Plan

CENTRAL PARKING: S&P Puts 'CCC' Credit Rating on Watch Positive
CHRIST HOSPITAL: Sec. 341 Creditors' Meeting Set for March 14
CHRIST HOSPITAL: Ombudsman Seeks Access to Patient Information
CHRIST HOSPITAL: Ombudsman Taps SAK as Medical Operations Advisor
CHRIST HOSPITAL: Ombudsman Hires Greenberg Traurig as Counsel

CHRIST HOSPITAL: Panel Taps Sills Cummis as Chapter 11 Counsel
CLEAR CHANNEL: Bank Debt Trades at 18% Off in Secondary Market
CLIFFS CLUB: Keowee Falls Files for Chapter 11
CLIFFS CLUB: Keowee Falls' Chapter 11 Case Summary
CMS ENERGY: Fitch Affirms 'BB+' Issuer Default Rating

COMMERCIAL BARGE: S&P Assigns 'B' Corporate Credit Rating
COSTA BONITA: Court OKs Charles A. Cuprill as Counsel
DESERT OASIS: Has Access to Cash Collateral Until Effective Date
DEX MEDIA EAST: Bank Debt Trades at 52% Off in Secondary Market
ENER1 INC: Expects to Emerge From Bankruptcy by Mid-March

ETIENNE ESTATES: Case Summary & 3 Largest Unsecured Creditors
FAIRMOUNT MINERALS: S&P Affirms 'BB-' Corporate Credit Rating
FCC HOLDINGS: S&P Affirms 'CCC' Corporate; Outlook Now Stable
FILENE'S BASEMENT: Initial Plan Readied, Wants More Exclusivity
FLAMINGO POINTE: Case Summary & 20 Largest Unsecured Creditors

FOOD SERVICE: Case Summary & 20 Largest Unsecured Creditors
GATEHOUSE MEDIA: Bank Debt Trades at 71% Off in Secondary Market
GATEWAY METRO: Court OKs Sealed Stipulation Authorizing Cash Use
GATEWAY METRO: Debtor and Road Bay Defer Plan Hearing to March 12
GENERAL AUTO: Files for Chapter 11 in Oregon

GENERAL AUTO: Case Summary & 20 Largest Unsecured Creditors
GENERAL MARITIME: Committee Taps GCG as Communications Agent
GLOBAL AVIATION: Hearing on Further Cash Use Tomorrow
GLOBAL COMMERCE: Closed; Metro City Bank Assumes All Deposits
GOLDEN TEMPLE: Taps Winston & Cashatt as Chapter 11 Counsel

GOLDEN TEMPLE: Hiring Albert & Tweet as Local Counsel
GORDIAN MEDICAL: Taps Pachulski Stang as Bankruptcy Counsel
GORDIAN MEDICAL: Hires GlassRatner as Financial Advisor
GORDIAN MEDICAL: Sec. 341 Creditors' Meeting Set for April 13
GORDIAN MEDICAL: Chapter 11 Status Hearing Set for May 2

GREGORY & PARKER: Files for Chapter 11 Bankruptcy Protection
HARRISBURG, PA: Controller, Treasurer File Objections to Plan
HAWKER BEECHCRAFT: Bank Debt Trades at 26% Off in Secondary Market
HAWKER BEECHCRAFT: Bank Debt Trades at 24% Off in Secondary Market
HEALTH CARE: Fitch Rates $287.5-Mil. Preferred Stock at 'BB+'

HEALTH CARE: S&P Rates $287.5-Mil. Preferred Stock at 'BB'
HEARTHSTONE HOMES: Wells Fargo Disputes Distribution of Proceeds
HEARTHSTONE HOMES: Sec. 341 Creditors' Meeting Set for March 21
HMK MATTRESS: S&P Assigns Prelim. 'B-' Corporate Credit Rating
HUDSON HEALTHCARE: Bondholders Seek Bankruptcy for Municipal Owner

HUNTER DEFENSE: S&P Affirms 'B+' Corporate Credit Rating
INKIA ENERGY: Fitch Affirms 'BB' Issuer Default Rating
INSIGHT COMMUNICATIONS: S&P Withdraws 'B+' Corp. Credit Rating
JACOBS ENTERTAINMENT: S&P Affirms 'B-' Corporate Credit Rating
JAMES FALL FLOWERS: Farmers Bank May Continue Foreclosure

JOBSON MEDICAL: Court Approves Plan Support Agreement
JOHNS-MANVILLE: Dist. Court Reverses $500MM Judgment v. Travelers
JOHNSON FUNERAL: Voluntary Chapter 11 Case Summary
KBT FREIGHT: Case Summary & 20 Largest Unsecured Creditors
KIRCHMEDIA: Deutsche Bank Declines $1-Bil. Kirch Settlement

KLN STEEL: Avteq in Talks to Acquire Assets for $13 Million
LA PALOMA GENERATING: S&P Assigns 'B' Issue Credit Rating
LEHMAN BROTHERS: Wins Approval for Gianni as Special Counsel
LEHMAN BROTHERS: Wins OK for Godfrey as Counsel
LEHMAN BROTHERS: Safe Harbor Law Takes Center Stage in JPM Fight

LIGHTSQUARED INC: Bank Debt Trades at 61% Off in Secondary Market
LOS ALAMOS: Case Summary & 6 Largest Unsecured Creditors
LOS ANGELES DODGERS: Admin. Expense Bar Date Set for March 26
LOS ANGELES DODGERS: To Present Plan for Confirmation on April 13
LOS ANGELES DODGERS: Seek to Shield McCourt From Injured Fan Suit

MARSICO HOLDINGS: Bank Debt Trades at 61% Off in Secondary Market
MASCRAL, INC.: Case Summary & 20 Largest Unsecured Creditors
MF GLOBAL: Holdings USA Files Chapter 11 Petition
MF GLOBAL: Holdings USA's Chapter 11 Case Summary
MF GLOBAL: SIPA Trustee Removal Period Extended Until May 29

MF GLOBAL: Ch. 11 Trustee's Time to Remove Actions Ends April 30
MONMOUTH EXCAVATORS: Case Summary & 20 Largest Unsecured Creditors
MSR RESORT: Court Clears Trump to Buy Doral Resort for $150MM
NEW CENTURY FIN'L: Judge Cuts Investor Claims vs. Credit Suisse
OEP PEARL: S&P Assigns Prelim. 'B' Corporate Credit Rating

PEMCO WORLD: Enters Chapter 11 to Sell to Sun Capital Unit
POST STREET: Withdrawal of Nossaman LLP as Litigation Counsel OK'd
QM OF BATTLEFIELD: Case Summary & 20 Largest Unsecured Creditors
RCN TELECOM: S&P Affirms B Rating on Proposed Upsized Term Loan
REAL MEX: Wants to Hire CRG Partners and Gene R. Baldwin as CRO

REXNORD LLC: S&P Rates $1.13-Billion Credit Facility at 'BB-'
RX REALTY: Sales Agent Loses Bid to Halt State Court Judgment
SAAB AUTOMOBILE: Ally Financial Wants to Seize 900 Saab Cars
SAAB AUTOMOBILE: Meeting to Form U.S. Creditors' Panel March 9
SHINER INT'L: Has Until Aug. 27 to Regain NASDAQ Compliance

SHREE-GURU INVESTMENTS: Case Summary & Creditors List
SPRINGLEAF FINANCE: Bank Debt Trades at 9% Off in Secondary Market
SS&C TECHNOLOGIES: S&P Puts BB Credit Rating on Watch Negative
STOCKDALE TOWER: Court OKs Foley Bezek as Litigation Attorneys
THIRTEENTH FLOOR: Court Rules on Fitness Center Lease Dispute

TIMMINCO LIMITED: QSI Partners Has Deal for Stalking Horse Bid
TRAVELPORT INC: Bank Debt Trades at 15% Off in Secondary Market
TERRESTAR NETWORKS: DISH Fails to Get Satellite Waivers From FCC
TRIBUNE CO: Wants Until June 30 to Oppose Notices of Removal
TRIBUNE CO: WTC to Take Discovery From JPMorgan & Citigroup

TRIBUNE CO: Proposes to Enter Into Maryland Comptroller Agreement
TRIBUNE CO: Seeks Dismissal of ERISA Suit as Settlement Reached
TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market
TXU CORP: Bank Debt Trades at 44% Off in Secondary Market
TXU CORP: Bank Debt Trades at 39% Off in Secondary Market

UNITED WESTERN: Parent of Shuttered Bank Files for Chapter 11
UNITED WESTERN: Case Summary & 7 Largest Unsecured Creditors
US CAPITAL HOLDINGS: Taps GrayRobinson as Chapter 11 Counsel
VIDEOTRON LTEE: S&P Assigns 'BB' Rating to $800MM Unsec. Notes
VITRO SAB: Moves to Enforce Mexican Reorganization in U.S.

WILSON DEVELOPMENT: Meeting to Form Creditors' Panel on March 8

* Tight Financing May Lead to More Shipping Firms to Default
* Three California Cities Could Test State's New Bankruptcy Law

* Chadbourne & Parke Appoints Two International Partners
* Oaktree Rounds Up $1.1-Bil. So Far for Latest Distressed Fund

* Large Companies With Insolvent Balance Sheets



                            *********

1000 CRESCENT: Section 341(a) Meeting of Creditors Today
--------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of 1000 Crescent LLC today, March 6, 2012, at 2:00 p.m.  The
meeting will be held at RM 105, 21051 Warner Center Lane, Woodland
Hills, California.

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

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

                        About 1000 Crescent

1000 Crescent LLC filed a bare-bones Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-11056) on Feb. 2, 2012.  The Debtor
estimated assets of up to $10 million and debts of only up to
$50,000.

Pacific Bluewood LLC, as sole member of the Company, signed a
document removing all incumbent members of the Company and
designating David J. Gottlieb of Crowe Horwath LLP as manager.
Mr. Gottlieb signed the Chapter 11 petition.  Lawyers from
Pachulski Stang Ziehl & Jones LLP represent the Debtor as counsel.

Affiliates that filed separate Chapter 11 petitions on Feb. 2 are
631 Mountain, LLC (Case No. 12-11058); 9521 Sunset, LLC (Case No.
12-11060); Lasky Properties, Inc. (Case No. 12-11063); Brownwood
Creek, LLC (Case No. 12-11064); Pacific Bluewood, LLC (Case No.
12-11065); Centered Dots, LLC (Case No. 12-11066); Atlantic
Shamrock, LLC (Case No. 12-11067) and Georges Marciano Holdings,
Inc. (Case No. 12-11068).

Judge Maureen Tighe presides over the Debtors' cases.

Court filings indicate that 1000 Crescent is affiliated with
Georges Marciano, the co-founder of the apparel company Guess?
Inc. and an investor in various companies and real estate
ventures.  Three of the five former employees of Mr. Marciano,
who won a $370 million libel judgment against him in July 2009,
filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 09-39630) against the Guess? Inc. co-founder on
Oct. 27 2009.  Mr. Marciano challenged the involuntary petition
for 14 months, and Judge Victoria S. Kaufman entered an order for
relief against Mr. Marciano on Dec. 29, 2010.  Mr. Gottlieb was
appointed as trustee in Mr. Marciano's involuntary bankruptcy.

The attorney for the Chapter 11 Trustee in the bankruptcy case of
1000 Crescent, LLC has submitted a notice to inform of its change
of address.  The attorney can be reached at:

          Jeremy V. Richards, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          10100 Stanta Monica Blvd., 13th Floor
          Los Angeles, CA 90067
          Tel: 310-277-690
          E-mail: jrichards@pszjlaw.com


4KIDS ENTERTAINMENT: To Get $8MM in 'Yu-Gi-Oh' Licensing Row
------------------------------------------------------------
4Kids Entertainment Inc. entered into an $8 million settlement
that will bring to an end the dispute over its valuable Yu-Gi-Oh!
Property.

Amanda Bransford at Bankruptcy Law360 reports that 4Kids
Entertainment told a New York bankruptcy judge on Thursday that it
would receive $8 million, resolving its allegations that "Yu-Gi-
Oh!" rights owners TV Tokyo and Asatsu-DK Inc. wrongfully
terminated the licensing agreement between the three companies, as
well as TV Tokyo and ADK's claims that 4Kids underpaid them in
royalties by more than $4 million.

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  The second phase of the trial to determine
the damages payable to 4Kids Entertainment arising from the
purported termination of the show's licensing agreement has not
been scheduled but is expected to start as early as first quarter
of 2012.  In light of the Yu-Gi-Oh dispute, 4Kids in January
sought and obtained an extension of the exclusive period to
propose a Chapter 11 plan.


AES EASTERN: Deal Paves Way for $240-Mil. Sale of Power Plants
--------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that AES Eastern Energy
LP won court approval Friday for a settlement that paves the way
for bondholders to buy the company's two operating power plants in
upstate New York for more than $240 million.

The Ithaca, N.Y-based company, a unit of AES Corp., is seeking to
unload its coal-fired power plants in Somerset and Cayuga, N.Y.,
in an auction slated for March 12. U.S. Bankruptcy Judge Kevin J.
Carey signed off on the settlement at a court hearing in Delaware,
Law360 notes.

                         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.


ALERIS INT'L: S&P Affirms 'B+' Rating to $500MM Sr. Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue-level
rating on Beachwood, Ohio-based aluminum products manufacturer
Aleris International Inc.'s (Aleris; B+/Stable/--) $500 million
senior unsecured notes. "At the same time, we revised the recovery
rating on these notes to '4' from '3'. The '4' recovery rating
indicates our expectations for an average (30% to 50%) recovery in
the event of a payment default," S&P said.

"We have revised our recovery rating on Aleris' notes to better
capture the potential that asset-based lending credit facility
claims could dampen recovery prospects for noteholders," said
Standard & Poor's credit analyst Maurice Austin.

"The corporate credit rating on Aleris reflects our assessment of
the company's business risk profile as 'weak' and financial risk
profile as 'aggressive'. The ratings also reflect Aleris'
participation in the highly competitive aluminum industry, highly
cyclical and competitive end markets, and thin operating margins.
In our view, however, the company still benefits from improving
industry fundamentals, manageable debt levels, and adequate
liquidity to meet its near-term obligations," S&P said.

Rating List

Aleris International Inc.
Corporate Credit Rating                B+/Stable/--

Ratings Affirmed; Recovery Ratings Revised
                                        To                 From
Senior Unsecured                       B+
  Recovery Rating                       4                  3


AMERICAN AIRLINES: Committee Proposes Moelis as Investment Banker
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in AMR Corp.'s cases
seeks the Bankruptcy Court's authority to employ Moelis & Company
LLC as its investment banker, nunc pro tunc to December 6, 2011.

As investment banker, Moelis will:

  (a) assist the Committee in conducting a customary business
      and financial analysis of the Company;

  (b) assist the Committee in evaluating the Company's debt
      capacity and in the determination of an appropriate
      capital structure for the Company;

  (c) assist the Committee in reviewing and analyzing proposals
      for any Restructuring, and, to the extent requested,
      assist the Committee in soliciting and developing
      alternative proposals for a Restructuring;

  (d) advise and assist the Committee and, if the Committee
      requests, participate in negotiations of any
      Restructuring;

  (e) assist the Committee in valuing the Company's business;

  (f) be available to meet with the Committee, the Company's
      management, the Company's board of directors and other
      creditor groups, equity holders or other parties in
      interest (in each case who are institutional parties or
      represented by an advisor) to discuss any Restructuring;

  (g) participate in hearings before the Bankruptcy Court and
      provide testimony on matters mutually agreed upon in good
      faith; and

  (h) other investment banking services in connection with a
      Restructuring as Moelis and the Committee may agree.

For its services, Moelis will be paid:

  -- a non-refundable cash fee of $175,000 per month, paid
     starting on December 6, 2011, until the termination of the
     firm's engagement, regardless of whether or not a
     restructuring has taken place or will take place; and

  -- a non-refundable cash fee of $7,500,000 if a restructuring
     is consummated.  The Restructuring Fee will be offset by
     50% of the aggregate Monthly Fees actually paid by the
     Debtors in cash, commencing with the seventh full Monthly
     Fee.

In addition, Moelis will be reimbursed of any necessary out-of-
pocket expenses incurred in connection with the engagement.  The
Committee has also asked the Debtors and their estates to
indemnify Moelis.

William Derrough, a Managing Director and Global Co-Head of the
Recapitalization and Restructuring Group of Moelis & Company 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 entered their appearance
as proposed counsel to the Official Committee of Unsecured
Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011.
The Committee has selected Togut, Segal & Segal LLP as co-counsel
for conflicts and other matters; Moelis & Company LLC as its
investment banker, and Mesirow Financial Consulting, LLC as its
financial advisor.

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


AMERICAN AIRLINES: Committee Proposes Togut as Co-Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors in AMR Corp.'s
Chapter 11 cases seeks the Bankruptcy Court's authority to retain
Togut, Segal & Segal LLP as co-counsel, nunc pro tunc to December
15, 2011.

The Togut Firm will render professional services to the Committee
for certain matters where Skadden, Arps, Slate, Meagher & Flom LLP
may not be able to act as a result of an actual or potential
conflict of interest or that are more economically handled by the
Togut Firm.  The Togut Firm will perform bankruptcy-related
services that do not require the breadth and depth of Skadden,
Arps but that nonetheless need to be performed as part of a
Chapter 11 case.  These bankruptcy projects include working on
claims objections and executory contract rejections.

The Togut Firm will be paid according to its hourly rates and
reimbursed for any necessary expenses it incurred.  The current
hourly rate for Albert Togut, who will be the supervising partner
for the matter, is $935.  The firm's other partner rates range
from $800 to $810 per hour.  The Togut Firm's current rates for
associates is $215 to $675 per hour, $715 per hour for counsel,
and $145 to $285 per hour for paralegals and law clerks.

Albert Togut, the senior member of Togut, Segal & Segal LLP, in
New York, 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 entered their appearance
as proposed counsel to the Official Committee of Unsecured
Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011.
The Committee has selected Togut, Segal & Segal LLP as co-counsel
for conflicts and other matters; Moelis & Company LLC as its
investment banker, and Mesirow Financial Consulting, LLC as its
financial advisor.

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


AMERICAN AIRLINES: PSAs Seek to Enjoin Changes to Wages & Benefits
------------------------------------------------------------------
An ad hoc committee of passenger service agents asks the
Bankruptcy Court to prevent AMR Corp. and its affiliates from
implementing reductions in the wages, benefits and working
conditions of the PSAs they employ unless and until:

  (1) The National Mediation Board determines whether to issue a
      certification to the Communication Workers of America as
      the exclusive bargaining representative of the PSAs; and

  (2) If CWA is so certified by the NMB, the Debtors satisfy
      their obligations under Section 1113 of the Bankruptcy
      Code with respect to the bargaining unit.

Thomas M. Kennedy, Esq., at Kennedy, Jennik & Murray, P.C., in New
York -- tkennedy@kjmlabor.com -- relates that on Dec. 7, 2011, CWA
initiated a petition with the NMB in Case No. R-7310 to be
certified as the exclusive collective bargaining agent for the
Debtors' PSAs.  The petition remains pending and it is anticipated
that the NMB will conduct an election on the certification request
in April 2012.  If and when certified by the NMB, the Debtors will
be obligated by the Railway Labor Act to bargain in good faith
with CWA regarding the terms and conditions of employment for the
PSAs, Mr. Kennedy tells the Court.

Mr. Kennedy asserts that if the requested relief is not granted,
the PSAs will be denied the carefully wrought protections against
unilateral employer activity Congress plainly intended to apply to
airline creditors who seek to eliminate important employee
benefits and other compensation during a Chapter 11 case.  The
Debtors, he further asserts, should not be able to make changes in
the terms and conditions of employment that they have unilaterally
established for the PSAs without being required to meet the
important procedural and substantive tests of Section 1113.

Rosemary Capasso, an American Airlines PSA and a member of the Ad
Hoc Committee, relates that AMR significantly reduced the wages
and benefits paid to PSAs in May 2003, when the wages paid to PSAs
were reduced by 4.75% and the PSAs were deprived of an additional
scheduled general wage increase of 3%.  Ms. Capasso adds that
since 2003, AMR has assigned a large percentage of PSA functions
to home-based employee agents who do not receive the same
compensation and benefits as PSAs employed at the AMR facilities.

A hearing on the Ad Hoc Committee's request will be held on
March 22, 2012, at 2:00 PM.  Objections are due by March 15.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Parties Oppose TWA Ex-Pilots Committee
---------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, the
Debtors, and the Official Committee of Unsecured Creditors, object
to the American Independent Cockpit Alliance, Inc.'s request for
the appointment of an official committee of former TWA pilots.

The U.S. Trustee argued that the TWA pilots are already adequately
represented by the current Official Committee of Unsecured
Creditors and by the Allied Pilots Association.

The Debtors complain that AICA is not their creditor, thus it
cannot seek to have an additional committee of creditors appointed
in the Chapter 11 cases.  The Debtors also pointed out that
pursuant to the Railway Labor Act, they do not have the ability to
deal separately with the former TWA pilots as to the APA
Collective Bargaining Agreement.

The Creditors' Committee complained that the former TWA pilots did
not make a credible case as to why the appointment of an
additional committee of former TWA pilots was warranted in light
of the substantial incremental expenses of administration and the
former TWA pilots were adequately represented in the bankruptcy
cases both through the APA and the Committee.

The Committee, however, changed its mind and said one more
official committee should be appointed, Bill Rochelle of Bloomberg
News reported on Feb. 27.  Mr. Rochelle said the Debtors'
intention to cut the retirees' benefits is enough to justify
naming a committee at this time.  The Creditors' Committee
believes one committee is sufficient to represent both union and
non-union retirees, the report noted.


APPLESEED'S INTERMEDIATE: Suit Over '07 LBO Survives Dismissal Bid
------------------------------------------------------------------
Senior District Judge Joseph E. Irenas denied requests by various
defendants to dismiss the lawsuit, ROBERT N. MICHAELSON, as
Trustee of the Appleseed's Litigation Trust, Plaintiff, v. JEFFREY
D. FARMER, et al., Defendants, Civil Action No. 11-807(D. Del.).
Mr. Michaelson asserts claims against private equity firms led by
Golden Gate Capital on account of a 2007 leveraged buyout
transaction, which allegedly caused the entity that operates
Orchard Brands to become insolvent.

In denying dismissal of the complaint, Judge Irenas ruled that the
$310 million dividend isn't protected by the so-called safe harbor
in Section 546(e) of the Bankruptcy Code.  He said the dividend
wasn't protected because there was no exchange, as would be the
case when securities were bought or sold.  The judge said a
dividend is a "oneway payment" that doesn't fall under the safe
harbor.

The Defendants blame the Debtors' insolvency on the recession.

The individual defendants include Jeffrey D. Farmer, Bradford J.
Farmer, Brent Bostwick, Karinn Kelly, Vito Kowalchuk, Charles
Slaughter (personally and in his capactity as Trustee of the
Charles Lewis Slaughter Trust), Christian Feuer, Geralynn Madonna,
and Jim Brewster.

The so-called FBK Defendants are comprised of minority
shareholders of Orchard Brands: Jeffrey Farmer, Bradford Farmer,
Brent Bostwick, and Vito Kowalchuk.

The Golden Gate Defendants are the PE Parties (except the Webster
Defendants) as well as Stefan Kaluzny and Joshua Olshansky (co-
managing directors of Golden Gate and directors of Orchard Brands)
and Jim Brewster and Geralynn Madonna (minority shareholders of
the PE Parties).

At the time of the transaction, Appleseed's Intermediate Holdings
LLC was a wholly owned subsidiary of Orchard Brands Corporation
(formerly known as Appleseed's Topco, Inc.), which, in turn, was a
wholly owned subsidiary of Orchard Brands Topco LLC.  Investment
funds managed by Golden Gate, specifically all series of Catalog
Holdings, owned a 68.4% stake in Orchard Brands Topco and,
therefore, indirectly owned the Debtors.

On Jan. 23, 2007, BLR Acquisition Corporation, an entity formed by
Golden Gate, and Orchard Brands, entered into a merger agreement
with Blair Corporation.  Blair's shareholders were paid $42.50 a
share for a total merger price of approximately $158 million.

The Blair acquisition was a leveraged buyout.  The PE Parties
borrowed funds secured by Blair's assets to finance the
transaction.  However, the PE parties did not merely borrow $158
million to finance the LBO, but instead used the transaction to
facilitate a dividend recapitalization.  The dividend
recapitalization would allow the PE Parties to realize an
immediate return on investment without selling their equity stake
by causing a wholly owned subsidiary to pay a large dividend up
the corporate structure.

To finance the transaction, the PE Parties engaged American
Capital Strategies, Inc. and UBS Securities LLC as Lenders to
secure $710 million of senior credit facilities.  As collateral,
the PE Parties offered all of the Debtors' assets.  To garner
support for the loans, the PE Parties allegedly knowingly
calculated unreasonably optimistic financial projections.
Potential lenders received glowing growth projections, but
internally, the PE Parties estimated that the levels of
sustainable debt for Blair and the Debtors were far more
conservative.  The inflated projections allowed the PE Parties to
secure a larger loan and, therefore, a larger dividend.

The PE Parties then gave the inflated projections to Duff &
Phelps, LLC to secure a third party solvency opinion.  Mr.
Michaelson alleges that the Duff & Phelps projections made
unreasonable comparisons and relied upon faulty factual
assumptions provided by the PE Parties.

Although Duff & Phelps opined that Orchard Brands would remain
solvent, Duff & Phelps gave no opinion regarding the solvency of
Appleseed's Intermediate or its subsidiaries -- the companies
immediately affected by the issuance of the dividend.

After securing the financing, the PE Parties selected Haband
Company LLC, a wholly owned subsidiary of Appleseed Intermediate,
to pay the dividend.  On April 26, 2007, the day before Haband's
board met to declare the dividend, the PE Parties replaced two of
Haband's directors with Joshua Olshansky, managing director of
Golden Gate, and T. Neale Attenborough, a director and officer of
Orchard Brands.  The replacement directors were allegedly insiders
because they had a financial interest in the dividend.

At the meeting of April 27, 2007, the Haband directors unanimously
approved a $310 million dividend to be paid to Appleseed's
Intermediate, which Appleseed's Intermediate would pay to Orchard
Brands.  In turn, Orchard Brands would pay the dividend to certain
preferred shareholders including Minority Shareholder Defendants
and Catalog Holdings.  Catalog Holdings, funds managed by Golden
Gate, disbursed the dividend to private equity investors.

Immediately following the meeting, the Haband directors were
reinstated.  Mr. Michaelson alleges that the temporarily replaced
directors would not have voted for the dividend had they not been
replaced.

On April 30, 2007, the transaction closed.  Of the $650 million of
newly acquired funds (other funds were advanced or available in
cash), $310 million went to the dividend, $158 went to Blair's
shareholders, and $138 million paid off existing debt.  Relatively
small remaining sums were used to pay transaction and financing
fees.

According to data contained in the Closing Sources & Uses, the
Lenders transferred the loan proceeds directly to the
beneficiaries.  The parties bypassed the administrative hassle of
transferring the dividend through each corporate rung of the
ladder.

On April 30, 2007, the PE Parties used their domination and
control to require the Debtors to enter into an advisory agreement
in which the Debtors paid large "advisory fees" to the PE Parties.
The Debtors were required to pay these fees regardless of whether
they received financial or consulting services in exchange.
Although the Debtors were not required to pay the fees if it would
cause a default, the Debtors made fee payments just months before
declaring bankruptcy.

Shortly after the 2007 transaction, the Debtors could not afford
payments on the loans.  To avoid default, the Debtors used the
Payment In Kind feature of the loan agreements, which allowed the
Debtors to add missed payments to the principal.  Had it not been
for this feature, the Debtors would have declared bankruptcy
earlier.

On June 8, 2007, Standard & Poor's Rating Services issued high
risk credit ratings to the Debtors and the Senior Credit
Facilities.  S&P specifically noted the highly leveraged capital
structure and other elements of the 2007 transaction as the main
cause for the rating.

The Debtors' own audited balance sheet over the calendar year of
2007 showed equity of $95 million before the transaction and a
deficit of $279 million afterwards.  Although assets increased,
liabilities increased faster.  Indeed, the $310 million dividend
accounts for a substantial portion of the decline in the Debtors'
net worth.  The lack of liquidity due to the dividend made the
Debtors more vulnerable to unexpected challenges, including the
recession.

On April 27, 2011, Mr. Michaelson filed the adversary proceeding
in Bankruptcy Court. On Dec. 15, 2011, the District Court withdrew
the reference to Bankruptcy Court.

The PE Parties are: Golden Gate Private Equity, Inc.; Golden Gate
Capital Management II, LLC; GGC Administration, LLC; Orchard
Brands Corporations (formally known as Appleseed's Topco, Inc.);
Orchard Brands Topco LLC; Catalog Holdings, LLC; Catalog Holdings,
LLC - Series B (Draper's); Catalog Holdings, LLC - Series C
(Appleseed's); Catalog Holdings, LLC - Series D (NTO); Catalog
Holdings, LLC - Series E (Haband); Golden Gate Capital Investment
Fund II, LP; Golden Gate Capital Investment Fund II (AI), LP;
Golden Gate Capital Associates II-QP, LLC; Golden Gate Capital
Associates II-AI, LLC; CCG AV, LLC; CCG AV, LLC - Series C (GGC
Co-Invest); CCG AV, LLC - Series I (Bain); CCG AC, LLC - Series K
(K&E); CCG AC, LLC - Series K.

A copy of the District Court's March 1, 2012 Opinion is available
at http://is.gd/lEOcfcfrom Leagle.com.

Mr. Michaelson is represented by Howard A. Cohen, Esq. --
Howard.Cohen@dbr.com -- at DRINKER BIDDLE & REATH LLP.

Elizabeth A. Sloan, Esq. -- Sloan@BlankRome.com -- at BLANK ROME
LLP, represents defendants Jeffrey D. Farmer, Bradford J. Farmer,
Brent Bostwick, and Vito Kowalchuk.

Drew Gerard Sloan, Esq., Robert J. Stearn, Jr., Esq., and Mark
David Collins, Esq. -- dsloan@rlf.com and stearn@rlf.com -- at
RICHARDS, LAYTON & FINGER, PA, serve as counsel for the Golden
Gate Defendants.

Carl N. Kunz, III, Esq., at MORRIS JAMES LLP, represents defendant
Karinn Kelly.

David M. Fournier, Esq. -- fournierd@pepperlaw.com -- at PEPPER
HAMILTON, LLP, serves as counsel for defendants Webster Capital
Founders Fund LP, Webster II LLC and Webster III LLC.

                   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, 2011.
While reducing debt by $420 million, the plan created a creditors'
trust.


ATLANTIC & PACIFIC: Sam Martin Accepts $1.2MM Offer to Stay as CEO
------------------------------------------------------------------
Jon Springer at Supermarket News, citing court documents, reports
that Sam Martin has accepted an offer of $1.2 million annually to
remain as chief executive officer of Great Atlantic & Pacific upon
its emergence from Chapter 11.

According to the report, Mr. Martin -- along with most of his
current senior executive team -- is set to remain in place as A&P
exits Chapter 11 bankruptcy and continues as a private company
with new owners.  Mr. Martin will receive an annual salary of
$1.2 million and a sign-on bonus of $720,000 to be paid by the
company's new owners.  Mr. Martin will also participate in a long-
term incentive plan that could earn him a share of up to 7.5% of
the equity in the new company, as well as a short-term bonus plan.

The report says the employment status of Jake Brace, the company's
current chief financial officer and its chief restructuring
officer, remains subject to ongoing negotiations.  Current senior
executives Thomas O'Boyle (chief merchandising officer); Paul
Hertz (chief operating officer); Christopher McGarry (chief legal
officer) and Carter Knox (chief human resources officer) have also
been retained and are likewise eligible for the long-term and
short-term incentives as Martin.

The report relates Mr. Martin will also serve as one of seven
members of the board of directors for the new company.

According to the report, the United Food and Commercial Workers
union indicated it had designated Lou Giraurdo to serve on the
board of directors of the new company.  The UFCW was granted one
board appointee who would not serve on behalf of, or take orders
from, the union.

The report notes new owners Yucaipa Co., Mount Kellet Capital
Management and Goldman Sachs were to appoint five board members.
Yucaipa's Ron Burkle will serve as chairman.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

The Bankruptcy Court entered an order Feb. 27, 2012, confirming
the First Amended Joint Plan of Reorganization filed Feb. 17,
2012.  The Plan provides for, among other things, a $490 million
in financing from Yucaipa Cos., cancellation of existing equity
interests and zero recovery for shareholders.


BIONOL CLEARFIELD: To Auction Off Ethanol Plant in Bankruptcy
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Bionol Clearfield LLC is
putting its ethanol plant and other assets up for sale while it
continues to chase a $230 million judgment against the bankrupt
company that was once its biggest customer.

Bionol Clearfield filed for Chapter 7 liquidation (Bankr. D. Del.
Case No. 11-_____) in July 2011.  The Company estimated assets
between $50 million and $100 million and liabilities between $100
million and $500 million.  The Company owned a plant that produces
bio-based chemicals and fuels from renewable feedstock.


BERNARD L. MADOFF: Court Directs Mets Owners to Return $83 Million
------------------------------------------------------------------
The Wall Street Journal's Chad Bray and Reed Albergotti report
that U.S. District Judge Jed Rakoff in New York, in a four-page
decision, ordered the owners of the New York Mets baseball team
and their business partners to return as much as $83 million they
withdrew from Bernard Madoff's firm and said a jury will decide
whether they need to return more.

Mets owners Saul Katz and Fred Wilpon have been in a prolonged
legal battle for more than a year with Irving Picard, the court-
appointed bankruptcy trustee seeking to find money for victims of
Mr. Madoff's Ponzi scheme.  Mr. Picard sued the Mets owners and
their business partners for $1 billion more than a year ago,
accusing them of knowingly ignoring warning signs that Mr. Madoff
was perpetrating a fraud.  Late last year, Judge Rakoff ruled that
Mr. Picard could attempt to seek only $386 million.

On Monday, WSJ continues, Judge Rakoff agreed with Mr. Picard that
alleged fictitious profits the Mets received in the two years
before the fraud came to light should be returned to the
bankruptcy estate.  Mr. Picard claims that amount is $83.3
million, but the judge said in his order that "the exact amount"
will be determined at a later date.

According to the Journal, unless there is settlement, the civil
trial, which is set for March 19, will determine whether the Mets
owners could be on the hook for more than $300 million in
principal investments allegedly made with Mr. Madoff and later
withdrawn by the Mets owners.  That would be in addition to the
potential $83 million in the judge's decision.

According to WSJ, Sterling Partners, the real-estate firm run by
Messrs. Katz and Wilpon and their business partners, said in a
statement, "We look forward to demonstrating that we were not
willfully blind to the Madoff fraud."

WSJ relates Mark Conrad, a professor of sports law at Fordham
University in New York, said he sees Judge Rakoff's decision as
troublesome for the Mets.  "Bringing it to the jury, you never
know what is going to happen," he said. "It's a lot of money,
Madoff is a hated guy and jury discretion could run pretty wide."

WSJ also reports Rob Tilliss, principal at sports advisory firm
InnerCircle Sports, said the judge's order was a "big setback" for
the Mets owners because it raises uncertainty for investors as the
Mets try to sell noncontrolling, minority stakes in the team.

The report relates Robert Boland, a professor of sports law at New
York University's Tisch Center, said a settlement is a
possibility, though not anytime soon.  "What the Mets need most to
right their ship is time," he said. The Mets could push to extend
the trial date, said Mr. Boland. Even then, a settlement could
come after the trial, if both sides want to avoid the appeal
process. The Mets do have one edge, said Mr. Boland. The fact that
the Mets were "willfully blind" to the Madoff fraud "will be
difficult to prove," he said.

WSJ notes the Mets has seen attendance at ball games dropped
steadily in recent years.  The team has been forced to borrow
against their assets.   The report recounts Major League Baseball
extended a $25 million loan to the team and Bank of America Corp.
lent the team $40 million to cover operational costs in recent
years; and that the team is in violation of Major League's
Baseball's rules limiting the amount franchises can borrow against
their teams.  The Mets are seeking new investors, in part to repay
the loans, but plan to sell just enough of the team to retain
majority ownership.

Mr. Picard has filed more than 1,000 lawsuits for nearly $100
billion -- about five times what was lost in the Ponzi scheme --
against banks, individuals and others.  Mr. Picard has recovered
about $11 billion of the $17.3 billion in principal he has
estimated was lost.

WSJ says a spokeswoman for Mr. Picard said the trustee was
reviewing the decision and declined further comment.


BERNARD L. MADOFF: Trustee Fights to Keep Suits in Bankr. Court
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. contends his $430 million lawsuit against Citibank
NA should remain in bankruptcy court, contrary to arguments the
bank is making to U.S. District Judge Jed Rakoff.

The report recounts that Irving Picard, the Madoff trustee, sued
Citibank in December 2010 to recover four payments totaling $430
million that Madoff initially made to two feeder funds, which in
turn paid the bank in swap or margin transactions.  The trustee's
suit is based on the theory that he can recover from Citibank as a
subsequent recipient of an initially fraudulent transfer.

Citibank, the report continues, filed a motion asking Judge Rakoff
to remove the suit from bankruptcy court on the theory it is based
on nonbankruptcy federal law.  In papers filed March 2, Mr. Picard
disagreed, saying he isn't trying to void a fraudulent transfer.
Rather, Mr. Picard says his suit is to recover property from a
subsequent recipient of the fraudulent transfer.

The report notes that on Feb. 29, Judge Rakoff took five more of
Mr. Picard's lawsuits out of bankruptcy court, saying they involve
significant issues of non-bankruptcy federal law. Among other
things, he said the standard for determining the defendants' good
faith is affected by federal law and makes them liable only for
"willful blindness" to Mr. Madoff's fraud.

                      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.


BLITZ USA: Wal-Mart Fails to Stop PI Suits for Third Time
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Wal-Mart Stores Inc. for a third time failed to
persuade a judge to use the bankruptcy of supplier Blitz U.S.A.
Inc. to stop personal injury suits from allegedly defective
gasoline cans.

The report recounts that Blitz at the start of the Chapter 11 case
requested that the bankruptcy judge stretch the so-called
automatic stay to stop lawsuits where Wal-Mart was being sued as
the retailer that sold allegedly defective gas cans. Blitz wanted
the suits stopped, saying Wal-Mart, the world's largest retailer,
is the most important customer.

According to the report, in an opinion on Feb. 28, U.S. District
Judge Hugh Lawson in Valdosta, Georgia, refused to stop a lawsuit
against Wal-Mart arising from the sale of a Blitz product.  Judge
Lawson cited the bankruptcy judge in Delaware and a district judge
in Illinois as both refusing to stop Blitz-related suits against
Wal-Mart.  Judge Lawson said the law allows stopping a lawsuit
against a non-bankrupt third party only when there is a "close
identity" between the bankrupt and the third party or if allowing
the suit to go forward "would cause irreparable harm" to the
bankrupt.  Otherwise, Judge Lawson said a suit would be halted
only in "a clear case of hardship or inequity."  Judge Lawson said
that Blitz's indemnification of Wal-Mart was insufficient to stop
the suit.

                         About Blitz USA

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.


BOMBARDIER INC: S&P Retains 'BB+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Bombardier Capital Inc. and Bombardier Capital Ltd. at the request
of parent company Bombardier Inc. (BB+/Stable/--) due to a lack of
financial activity and debt issuance at these two entities
for the past several years. "The long-term corporate credit rating
on each was 'BB+', the same as Bombardier, which we continue to
rate," S&P said.


BOMBARDIER INC: Fitch Affirms 'BB+'; Outlook Revised to Negative
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and long-term
ratings for Bombardier Inc. (BBD) at 'BB+'.  The Rating Outlook is
revised to Negative from Stable.

The Negative Rating Outlook reflects increased risks to BBD's
operating performance and financial flexibility, primarily related
to significant negative free cash flow in 2011, the possibility of
weak free cash flow this year, execution challenges on certain
contracts at Bombardier Transportation (BT), and weak demand for
regional aircraft and small business jets at Bombardier Aerospace
(BA).  Some of these issues could potentially be resolved during
2012.  Fitch also has a cautious stance on BA's CSeries program.
BBD's cash balances declined during 2011 but remain at a solid
level which should enable the company to offset potentially
negative free cash flow in the near term and fund significant
investment in new programs at BA, including the CSeries.  Over the
long term, BBD intends to strengthen its financial position in
order to reduce its cost of funds and improve its financial and
strategic flexibility.  In the near term, however, substantial
cash deployment at BA and the extended downturn in demand for
regional and business jets are likely to constrain the ratings.

The Rating Outlook could be revised to Stable if orders and
deliveries improve at BA, BT successfully addresses delays on
several large projects in Europe, and free cash flow gradually
improves as anticipated.  The ratings could be negatively affected
if free cash flow is consistently negative again during 2012, the
CSeries encounters delays or cost overruns, or if material
execution issues recur at BT.  These developments could impair
BBD's liquidity or increase the company's leverage, which could
reduce BBD's cushion under some credit facility covenant levels.

Fitch considers BBD's recent financial performance, particularly
cash generation, to be weak for the ratings, but consistent with
the position of the business product cycle at BA.  At Dec. 31,
2011, debt/EBITDA was approximately 3.3 times (x) compared to 3.1x
(as restated under IFRS) at Jan. 31, 2011.  Credit metrics may not
improve until the regional aircraft and business jet markets
recover and BA gets beyond its peak program expenditures
anticipated to occur in 2012.

BBD generated negative free cash flow before dividends of $1.2
billion in 2011, including negative free cash flow at both BA
($453 million) and BT ($424 million).  Fitch expects consolidated
free cash flow after dividends to improve to a break-even level or
slightly positive by mid-to-late 2012 as BT resolves execution
issues on several large projects which contributed to delays and
higher inventory.  BT also experienced negative cash flow related
to foreign currency swaps which are used to hedge future costs and
which will eventually be reversed.

At BA, negative free cash flow was largely attributable to higher
development expenditures coupled with a low level of customer
advances associated with new orders.  Free cash flow at BA is
typically seasonal and could remain negative early in the year
before returning to positive levels by the second half.  There is
a risk that free cash flow at BA will be negative again in 2012 if
aircraft orders and related advance payments do not pick up.
Deliveries for some aircraft types are already at low levels,
however, which reduces the potential for further declines in
customer advances and operating profits, but such a scenario
cannot be completely discounted and could negatively affect the
ratings.

Cash expenditures for BA's aerospace programs amounted to $1.3
billion in calendar 2011 and could reach $2 billion in 2012 before
starting to wind down.  By comparison, expenditures were much
lower in fiscal 2011 and fiscal 2010 when expenditures ranged
between $600 million and $1 billion.  BA's largest development
programs include the CSeries, Learjet 85 and Global 7000 and 8000
aircraft.  The Learjet 85 is schedule for entry into service in
2013 while the two Global programs are expected to enter service
in 2016 and 2017.  The CSeries targets the 100-149 seat segment
and is BA's most important program, with entry into service
scheduled for late 2013.  BA's ability to recoup its investment
and establish a competitive position in the segment will require
timely execution, performance of new technologies, and sufficient
orders.  There are currently 138 firm orders for the CSeries which
is well below BBD's target of 300 orders and 30 customers by the
time the CSeries enters service.  The level of new orders during
2012 will be important for the success of the aircraft and BBD's
ability to develop a viable market for the aircraft.

Other rating concerns include significant project risk on
Transportation contracts, the challenge of managing BBD's foreign
currency risk, contingent liabilities related to aircraft sales
and financing, and large pension liabilities.  Largely as a result
of a lower discount rate, the net pension obligation increased to
$2.8 billion at the end of 2011, including $569 million of
unfunded plans, from $1.6 billion one year earlier.  Funded plans
were 74% funded.  BBD contributed $373 million to its plans in
calendar 2011, not including defined contribution plans, and
expects to contribute $394 million in 2012.  Other uses of cash
include annual dividend payments of approximately $200 million
when adjusted for the recent change in BBD's year-end, including
approximately $24 million for preferred shares.  Fitch expects
share repurchases and acquisitions will be limited while BBD
focuses on its aircraft programs and rebuilds its credit metrics.

BBD's ratings incorporate the company's diversification in the
aerospace and rail equipment markets, leading market positions,
substantial backlog at BT, and modest debt maturities prior to
2016.  Generally steady performance at BT, and growing demand for
larger business jets at BA, is offsetting weaker results at BA
associated with challenging conditions in the regional aircraft
market and a delayed recovery in demand for light business jets.

Fitch expects 2012 to be difficult for BA which has cut regional
jet (RJ) production to reduce its cost structure.  Fitch expects
industry RJ deliveries to increase in 2012 by approximately 10% as
a result of higher deliveries from new entrants, but BA's low
orders and production cuts can be expected to result in lower RJ
deliveries during the year.  Demand for regional aircraft reflects
a lack of confidence at major airlines about supporting regional
air service, concerns about turmoil in Europe, high fuel prices,
and increases in airline industry capacity.  BA's adjustment in RJ
production, combined with slow growth in deliveries of larger
business jets, should enable BA to remain profitable, albeit at
lower margins, and generate sufficient cash flow to fund
expenditures on new aircraft programs, assuming healthy aircraft
orders during 2012.

BA's business jet deliveries in calendar 2011 rose slightly, with
the improvement concentrated in the wide-body segment.  Demand for
large business jets where BA has its largest presence is
recovering sooner than the light jet market which may recover only
slowly during 2012.  Business jet utilization and used-jet
inventories have been improving but remain at weak levels.

BT operates in more stable markets than BA, and free cash flow is
less cyclical although it can vary considerably quarter-to-
quarter.  Long-term demand in BT's rail markets is supported by
economic and environmental benefits of mass transit and a need for
infrastructure in emerging markets.  BT's orders in calendar 2011
declined from a high level in the previous year, but the backlog
remained at a solid level of nearly $32 billion compared to more
than $33 billion one year earlier.  There continue to be concerns
about the stability of BT's rail markets, especially in Europe due
to sovereign debt risks and pressure on government budgets.  While
not currently anticipated, BT's profile could weaken if funding
becomes more difficult for government customers, or if rail
equipment providers such as BT are required to participate in
risk-sharing agreements.

At Dec. 31, 2011, BBD's liquidity included approximately $3.4
billion of cash and availability under a three-year $750 million
bank facility that matures in June 2014.  BBD's liquidity
benefitted in 2011 when the company renewed its bank facilities
and cash collateral required under the facilities was released,
but overall cash burn worked in the opposite direction.  Liquidity
was offset by current debt maturities that totaled $193 million at
Dec. 31, 2011.  In addition to debt maturities, BBD had $539
million of other current financial liabilities including
refundable government advances, sale and leaseback obligations and
lease subsidies.  Debt totaled $4.9 billion at Dec. 31, 2011,
including current maturities. Fitch's calculation of debt and
equity credit includes on-balance sheet sale and leaseback
facilities and 50% equity credit for preferred stock.  The
calculation excludes net adjustments for interest swaps reported
in long-term debt as the adjustments are expected to be reversed
over time.  Such adjustments totaled $270 million at Dec. 31,
2011.

BBD refinanced two bank facilities during the second quarter of
2011.  The facilities contain similar financial covenants to the
previous facilities, including various leverage and liquidity
requirements for both BA and BT.  Minimum required liquidity at
the end of each quarter is $500 million at BA and EUR600 million
at BT. BBD does not disclose required levels for other covenants.
The covenants remained in compliance at the end of 2011 but could
potentially become a concern if BBD's results or liquidity are
weaker than expected.  The three-year $1.35 billion facility
matures in June 2014 and is available to BBD or BA.  It consists
of a $750 million unsecured revolver and a $600 million LC
facility.  The EUR3.4 billion five-year LC facility matures in May
2016 and is available to BT. LCs can be issued under the facility
during the first three years, followed by a two year period when
LCs amortize.  BT is also negotiating to enter into a EUR500
million, three-year unsecured revolving credit facility to be used
for general purposes.

In addition to the two committed facilities, BBD uses a
performance security guarantee (PSG) facility that is renewed
annually as well as bilateral agreements and bilateral facilities
with insurance companies. LC usage under all the facilities
totaled $7.1 billion at Dec. 31, 2011.  Committed sale and
leaseback facilities were brought on balance sheet under IFRS
during calendar 2011.  These facilities totaled $220 million at
Dec. 31, 2011 ($163 million outstanding) and are used to finance
BA's inventory of used business aircraft.  Off-balance-sheet
liabilities included non-recourse factoring facilities in Europe
under which $751 million was outstanding, compared to $340 million
at Jan. 31, 2011.

Fitch has affirmed BBD's ratings as follows:

  -- Issuer Default Rating (IDR) at 'BB+';
  -- Senior unsecured revolving credit facility at 'BB+';
  -- Senior unsecured debt at 'BB+';
  -- Preferred stock at 'BB-'.

The ratings affect approximately $4.9 billion of debt, before
adjustments to exclude the impact of interest rate swaps, and $347
million of preferred stock outstanding at Dec. 31, 2011.


BROADSIGN INTERNATIONAL: Files for Chapter 11 to Sell to JEDFam
---------------------------------------------------------------
BroadSign International Inc., a Boise, Idaho-based developer of
software for digital signs, filed a Chapter 11 petition (Bankr.
D. Del. Case NO. 12-10789), estimating assets of less than
$10 million and debts of up to $50 million.

Court filings submitted to the bankruptcy court in Wilmington,
Delaware, says the Debtor, which filed for bankruptcy with
affiliates, intends to sell the business in exchange for
$5.5 million in secured debt owing to JEDFam Group LLC.

Brian Dusho, the CEO, says in a court filing that prepetition, the
Debtors failed to make payment on account of the JEDFam loan and
have received default notices.

Mr. Dusho says the Debtors are insolvent in that the value of
their assets is less than the value of their liabilities.  The
Debtors' income is insufficient to continue their operations
without additional financing.  To continue operating, the Debtors
were forced to seek Chapter 11 protection and seek DIP financing.

After considering alternatives, the Debtors concluded that the
most effective way to maximize the value of the assets is to
complete a prompt sale of substantially all the assets pursuant to
11 U.S.C. Sec. 363.

The sale to JEDFam's is subject to higher and better offers.  The
company wants the bankruptcy court to require any other bids by
April 23, in advance of an April 25 auction and a hearing on
April 27 for approval of the sale.

JEDFam would open the auction with its credit bid of $5.5 million
while paying the cost to cure defaults on contracts being
transferred.

JEDFam will provide $322,000 to finance the Chapter 11 effort.
JEDFam is already owed $5.7 million on two first-lien obligations.
JEDFam also owns 25.4 percent of BroadSign's stock.

As stalking horse bidder, JEDFam will receive expense
reimbursement of up to $150,000.

The Debtors have tapped Walker, Truesdell, Roth & Associates to
provide the services of partner Hobart G. Truesdell as CRO of the
Debtors and other professionals who will assist the Debtors with
management.  The Debtors have also tapped SSG Capital Advisors LLC
to assists in the bankruptcy proceeding and the sale of their
liabilities.


BUFFETS INC: S&P Withdraws 'D' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating on Eagan, Minn.-based buffet-style restaurant
operator Buffet Inc.  "We also withdrew our ratings on the
company's debt.  The company is operating under Chapter 11
bankruptcy protection," S&P said.


C & M RUSSELL: Chapter 11 Case Reassigned to Judge Robert Kwan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
in accordance with the Administrative Order 12-01 dated Feb. 9,
2012, ordered that the Chapter 11 case of C & M Russell LLC is
reassigned from Judge Ellen Carroll to Judge Robert Kwan.

                        About C & M Russell

Los Angeles, California-based C & M Russell LLC owns five
multifamily apartment buildings all located in either Redondo
Beach or El Segundo, California.  The Company first made a pro
se Chapter 11 bankruptcy filing (Bankr. C.D. Calif. Case No.
11-49889) on Sept. 21, 2011.  C & M Russell filed for another
Chapter 11 petition (Bankr. C.D. Case No. 11-53845) on Oct. 20,
2011.  Alan G. Tippie, Esq., and Avi E. Muhtar, Esq., at
SulmeyerKupetz, serve as the Debtor's counsel.  Kenneth Blake,
CPA, serves as accountant.  In the second petition, the Debtor
scheduled assets of $17,499,500 and debts of $9,300,331.  The
petition was signed by Mattie B. Evans, chief executive member.


C & M RUSSELL: SulmeyerKupetz Okayed as Bankruptcy Counsel
----------------------------------------------------------
The Hon. Ellen Carroll of the U.S. Bankruptcy Court for the
Central District of California authorized C & M Russell LLC to
employ SulmeyerKupetz, A Professional Corporation, as general
bankruptcy counsel.

As reported in the Troubled Company Reporter on Dec. 6, 2011,
Sulmeyer received a prepetition retainer of $10,000 from the
Debtor as an advance against fees and costs expected to be
incurred.  After deduction from the retainer on account of
prepetition services and costs, no balance of the retainer
remained as of the Petition Date and, in fact, Sulmeyer rendered
services and advanced costs prior to the filing that remain unpaid
in the amount of $25,540.

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

                         About C&M Russell

Los Angeles, California-based C & M Russell LLC owns five
multifamily apartment buildings all located in either Redondo
Beach or El Segundo, California.  The Company first made a pro
se Chapter 11 bankruptcy filing (Bankr. C.D. Calif. Case No.
11-49889) on Sept. 21, 2011.  C & M Russell filed for another
Chapter 11 petition (Bankr. C.D. Case No. 11-53845) on Oct. 20,
2011.  The Debtor's case was reassigned from Judge Ellen Carroll
to Judge Robert Kwan.  Alan G. Tippie, Esq., and Avi E. Muhtar,
Esq., at SulmeyerKupetz, serve as the Debtor's counsel.  Kenneth
Blake, CPA, serves as accountant.  In the second petition, the
Debtor scheduled assets of $17,499,500 and debts of $9,300,331.
The petition was signed by Mattie B. Evans, chief executive
member.


C & M RUSSELL: Hearing on Plan Exclusivity Extension Today
----------------------------------------------------------
The Hon. Ellen Carroll of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing today,
March 6, 2012, at 2:30 p.m. to consider C & M Russell LLC's
request for extension in its exclusive periods.

The Debtor is requesting the Court to extend its exclusive periods
to file and solicit acceptances for the proposed Chapter 11 Plan
until June 18, 2012, and Aug. 15, respectively.

                         About C&M Russell

Los Angeles, California-based C & M Russell LLC owns five
multifamily apartment buildings all located in either Redondo
Beach or El Segundo, California.  The Company first made a pro
se Chapter 11 bankruptcy filing (Bankr. C.D. Calif. Case No.
11-49889) on Sept. 21, 2011.  C & M Russell filed for another
Chapter 11 petition (Bankr. C.D. Case No. 11-53845) on Oct. 20,
2011.  The Debtor's case was reassigned from Judge Ellen Carroll
to Judge Robert Kwan.  Alan G. Tippie, Esq., and Avi E. Muhtar,
Esq., at SulmeyerKupetz, serve as the Debtor's counsel.  Kenneth
Blake, CPA, serves as accountant.  In the second petition, the
Debtor scheduled assets of $17,499,500 and debts of $9,300,331.
The petition was signed by Mattie B. Evans, chief executive
member.


CAPITAL CITY: Section 341(a) Creditors' Meeting Set for March 14
----------------------------------------------------------------
In an amended notice, the U.S. Trustee for Region 12 indicated it
will hold a meeting of creditors of Capital City Ventures, LLC dba
340 Cedar Street Building on March 14, 2012, at 2:00p.m.  The
meeting will be held at Mtg Minneapolis - US Courthouse, 300 S 4th
St 10th Floor.

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

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

                    About Capital City Ventures

Capital City Ventures, LLC, filed a bare-bones Chapter 11 petition
(Bankr. D. Minn. Case No. 12-30630) on Feb. 6, 2012, in its
hometown in St. Paul, Minnesota.  The Debtor, which estimated
assets and debts of up to $50 million, owns the Saint Paul
Athletic Club Building in 340 Cedar Street, St. Paul, Minnesota.
Michael L. Meyer, Esq. at Ravich Meyer Kirkman McGrath Nauman &
Tansey, serves as counsel to the Debtor.  The petition was signed
by John R. Rupp, chief manager.


CAPITAL CITY: Hires Ravich Meyer as Bankruptcy Attorneys
--------------------------------------------------------
Capital City Ventures LLC asks permission from the U.S. Bankruptcy
Court to employ Michael L. Meyer, Esq., and the law firm of Ravich
Meyer Kirkman McGrath Nauman & Tansey, A Professional Association
as attorneys.

The firm's rates are:

    Personnel                  Rates
    ---------                  -----
    Michael L. Meyer            $450
    Michael F. McGrath          $375
    Will Tansey                 $305
    Michael Howard              $225
    Paralegal                   $150

To the best of the Debtor's knowledge, neither Ravich nor any of
its individuals have any connection with the Debtor, the
creditors, the United States Trustee or employees of the United
States Trustee, or any other party in interest, or its respective
attorneys; and the law firm is a disinterested person as defined
in Section 101(14) of the Bankruptcy Code.

                    About Capital City Ventures

Capital City Ventures, LLC, filed a bare-bones Chapter 11 petition
(Bankr. D. Minn. Case No. 12-30630) on Feb. 6, 2012, in its
hometown in St. Paul, Minnesota.  The Debtor, which estimated
assets and debts of up to $50 million, owns the Saint Paul
Athletic Club Building in 340 Cedar Street, St. Paul, Minnesota.
Michael L. Meyer, Esq. at Ravich Meyer Kirkman McGrath Nauman &
Tansey, serves as counsel to the Debtor.  The petition was signed
by John R. Rupp, chief manager.


CARIBBEAN RESTAURANTS: S&P Rates Senior Secured Facility at 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' rating, with a
recovery rating of '3', to Caribbean Restaurants' new senior
secured facility, which comprises $22.5 million revolving credit
facility due 2016 and $195 million senior secured term loan due
2017. The debt is being issued by a holding company--Restaurant
Holding Company LLC--and is guaranteed by Caribbean and all direct
and indirect subsidiaries. "Our '3' recovery rating indicates our
expectation of meaningful (50% to 70%) recovery in the event of a
payment default. The rating action follows the company's
completion of its proposed refinancing of its existing debt due
2012 and our receipt of final documents," S&P said.

The 'B-' corporate credit rating on the company remains unchanged.


CDC CORP: Equity Committee Files Liquidation Plan
-------------------------------------------------
CDC Corp's official committee of equity security holders filed
with the U.S. Bankruptcy Court a Joint Plan of Liquidation and
related Disclosure Statement.

BankruptcyData.com reports that the Plan estimates $291 million in
total proceeds from asset sales.  After payment of all allowed
claims, including fee claims and the expenses of liquidation, the
Debtor estimates $195 million will be available for distribution
to holders of allowed equity interests if the Plan is confirmed.

The Plan is based on the sale of the company's majority stake in
CDC Software Corp., its main operating subsidiary.

                          About CDC Corp.

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

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

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


CENTRAL PARKING: S&P Puts 'CCC' Credit Rating on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating and all other related ratings on Nashville, Tenn.-
based Central Parking Corp. on CreditWatch with positive
implications. Standard & Poor's could either raise or affirm the
rating when it resolves the CreditWatch listing.

"The CreditWatch placement follows the announcement that CPC
entered a definitive agreement on Feb. 29, 2012, to merge with
Standard Parking Corp. in a transaction totaling $450 million. The
boards of directors of both companies have approved the
transaction, as have CPC's stockholders, who will own 28% of
the combined company and receive $27 million in cash consideration
in three years. Completion of the transaction is subject to
Standard Parking's stockholders' approval as well as customary
closing conditions, including antitrust and other regulatory
review and consummation of financing. Management has indicated
that it expects to complete the transaction by Sept. 30, 2012,"
S&P said.

"We had previously anticipated that CPC would violate its leverage
covenant in the fiscal second quarter of 2012," said Standard &
Poor's credit analyst Nalini Saxena. "However, the proposed merger
will, in our view, address this risk."

"As of Dec. 31, 2011, CPC had about $230 million in total debt
outstanding, approximately $5.5 million in cash and cash
equivalents, and less than 10% covenant cushions. The proposed
transaction and recapitalization, in our view, creates a combined
company with a pro forma adjusted leverage ratio (total debt to
EBITDA), including lease adjustments, in the mid-8x area, and we
expect cushion on the new covenants to be 10%-20%," S&P said.

"The CreditWatch listing reflects our expectation that credit
metrics would improve upon completion of the merger transaction.
We also believe liquidity will improve as we expect the new credit
facility's covenants will be less restrictive," S&P said.

"We could raise or affirm our ratings following our analysis of
the combined entity's business and financial profile, and if the
company has sufficient covenant headroom, at the closing of the
transaction," said Ms. Saxena.

"We would withdraw our ratings if CPC's existing debt is repaid,
which we currently anticipate," S&P said.


CHRIST HOSPITAL: Sec. 341 Creditors' Meeting Set for March 14
-------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
pursuant to Sec. 341 of the Bankruptcy Code in the Chapter 11 case
of Christ Hospital on March 14, 2012, at 9:00 a.m.  The meeting
will be held at the Office of the US Trustee, 1085 Raymond Blvd.,
One Newark Center, Suite 1401, in Newark, New Jersey.

The debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors. Creditors
are welcome to attend, but are not required to do so. The meeting
may be continued and concluded at a later date specified in a
notice filed with the court.

Meanwhile, the Court set a status conference in the case March 1.
A representative of the Office of the Attorney General of the
State of New Jersey and the State of New Jersey Department of
Health and Senior Services were directed to appear at the status
conference.

Proofs of Claim are due in the case by June 12, 2012.  For a
government unit, proofs of claim are due 180 days from the
petition date.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

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

The Bankruptcy Court has approved bidding procedures for the sale
of Christ Hospital.  Bids are due March 15.  The Debtor will hold
an auction March 19 if multiple bids are received.  The Court will
conduct a sale hearing March 20.

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

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

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

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

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.  J.H.
Cohn LLP serves as financial advisor to the committee.

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.  She is represented by Greenberg
Traurig as counsel.

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


CHRIST HOSPITAL: Ombudsman Seeks Access to Patient Information
--------------------------------------------------------------
Suzanne Koenig, the Patient Care Ombudsman appointed in the
Chapter 11 case of Christ Hospital, asks the Bankruptcy Court for
permission to access confidential patient information of or on
behalf of the Debtor.  The Ombudsman said she will require access
to certain patient information from or on behalf of the Debtor
which may be protected under the Health Insurance Portability and
Accountability Act of 1996, 42 U.S.C. Sec. 1320 as well as other
Federal and State confidentiality laws.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

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

The Bankruptcy Court has approved bidding procedures for the sale
of Christ Hospital.  Bids are due March 15.  The Debtor will hold
an auction March 19 if multiple bids are received.  The Court will
conduct a sale hearing March 20.

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

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

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

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

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.  J.H.
Cohn LLP serves as financial advisor to the committee.

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.  She is represented by Greenberg
Traurig as counsel.

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


CHRIST HOSPITAL: Ombudsman Taps SAK as Medical Operations Advisor
-----------------------------------------------------------------
Suzanne Koenig, the Patient Care Ombudsman appointed in the
Chapter 11 case of Christ Hospital, asks the Bankruptcy Court to
approve her engagement of SAK Management Services, LLC, as her
medical operations advisor.  Ms. Koenig is the president of SAK,
which specializes in the management of distressed healthcare
businesses.  Ms. Koenig said she requires assistance of SAK's
employees in reviewing the operations of the Debtor to
appropriately and adequately discharge her duties as ombudsman.

SAK's currently hourly rates are:

          Suzanne Koenig     $400
          Joyce Ciyou        $350
          Jerry Harris       $325
          Helen Colon        $200

Ms. Koenig said SAK does not hold or represent any interest
adverse to the Debtor or its chapter 11 estate, its creditors or
any other party in interest, and is a "disinterested person" as
that term is defined in 11 U.S.C. Sec. 101(14).

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

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

The Bankruptcy Court has approved bidding procedures for the sale
of Christ Hospital.  Bids are due March 15.  The Debtor will hold
an auction March 19 if multiple bids are received.  The Court will
conduct a sale hearing March 20.

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

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

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

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

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.  J.H.
Cohn LLP serves as financial advisor to the committee.

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.  She is represented by Greenberg
Traurig as counsel.

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


CHRIST HOSPITAL: Ombudsman Hires Greenberg Traurig as Counsel
-------------------------------------------------------------
Suzanne Koenig, the Patient Care Ombudsman appointed in the
Chapter 11 case of Christ Hospital, seeks Bankruptcy Court
permission to employ Greenberg Traurig LLP as her bankruptcy
counsel.

Greenberg Traurig will be paid at these hourly rates:

          Shareholders       $350-$900
          Of counsel         $250-$900
          Associates         $270-$720
          Legal Assistants/  $115-$320
             Paralegals

Greenberg Traurig has represented or currently represents Ms.
Koenig in the bankruptcy cases of Brotman Medical Center Inc., New
York Westchester Square Medical Center, North General Hospital,
Johnny-Kumar Jain, and Meridian Behavioral Health LLC.

Nancy Peterman, Esq., a shareholder at the firm, attests that her
firm has no connection with the Debtor, its creditors, or any
other parties in interest and does not hold or represent any
entity having an adverse interest in connection with Christ
Hospital's case.  The firm may be reached at:

         Alan J. Brody, Esq.
         GREENBERG TRAURIG LLP
         200 Park Avenue
         P.O. Box 677
         Florham Park, NJ 07932-0677
         Telephone: (973) 360-7900
         Facsimile: (973) 301-8410
         Email: brodya@gtlaw.com

              - and -

         Nancy A. Peterman, Esq.
         GREENBERG TRAURIG, LLP
         77 West Wacker Drive, Suite 3100
         Chicago, IL 60601
         Telephone: (312) 456-8400
         Facsimile: (312) 456-8435
         Email: petermann@gtlaw.com

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

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

The Bankruptcy Court has approved bidding procedures for the sale
of Christ Hospital.  Bids are due March 15.  The Debtor will hold
an auction March 19 if multiple bids are received.  The Court will
conduct a sale hearing March 20.

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

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

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

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

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.  J.H.
Cohn LLP serves as financial advisor to the committee.

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.  She is represented by Greenberg
Traurig as counsel.

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


CHRIST HOSPITAL: Panel Taps Sills Cummis as Chapter 11 Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Christ Hospital
seeks Bankruptcy Court permission to employ Sills Cummis & Gross
P.C. as its chapter 11 counsel.  The Committee proposes to pay the
firm at these hourly rates:

          Member             $395-$775
          Of counsel         $315-$695
          Associate          $275-$485
          Paralegal          $125-$295

The Committee said the hourly rates of Andrew H. Sherman, Esq.,
and Boris I. Mankovetskiy will be discounted to $575 and $495
respectively.

Before the petition date, Sills represented an informal committee
of unsecured creditors of Christ Hospital.  The informal
committee, which was formed in November 2011 and disbanded as of
the petition date, consisted of McCabe Ambulance Services, Inc.;
Reimbursement Services Group, Inc.; Cardinal Health; Apollo Health
Street Inc.; Health Professionals and Allied Employees; PSE&G; New
Jersey Hospital Association; CBIZ-KA Consulting Services, Inc.;
UMDNJ; and McKesson Information Solutions.  Sodexo Inc. also
attended certain meetings on an ex-officio basis without the right
to vote and solely for informational purposes.

Pursuant to an agreement between the Debtor and the Informal
Committee, shortly after the Committee's formation, the Debtor
funded to the Committee a $150,000 retainer for the Committee to
pay the fees and expenses of the committee's counsel and advisors.
When the Informal Committee was disbanded, Sills was paid from the
retainer $59,025.  The remainder of the retainer as paid to JH
Cohn, which is providing financial advisory services to the
Committee.

The Committee said Sills has developed particular expertise in
connection with hospital bankruptcies through representation of
creditor committees in the cases of Hudson Healthcare Inc. and
Bayonne Medical Center.  Sills also represented the debtor in the
bankruptcy cases of Pascack Valley Hospital Association, Inc.

Sills has no connection with the Debtor, its creditors, or any
other parties in interest and does not hold or represent any
entity having an adverse interest in connection with Christ
Hospital's case.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

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

The Bankruptcy Court has approved bidding procedures for the sale
of Christ Hospital.  Bids are due March 15.  The Debtor will hold
an auction March 19 if multiple bids are received.  The Court will
conduct a sale hearing March 20.

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

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

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

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

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.  J.H.
Cohn LLP serves as financial advisor to the committee.

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.  She is represented by Greenberg
Traurig as counsel.

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


CLEAR CHANNEL: Bank Debt Trades at 18% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 81.92 cents-on-the-dollar during the week ended Friday, March
2, 2012, an increase of 1.72 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 30, 2016, and carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 171 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                        About 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.

Clear Channel reported 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.  The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.

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.

                           *     *     *

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

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


CLIFFS CLUB: Keowee Falls Files for Chapter 11
----------------------------------------------
Keowee Falls Investment Group, LLC, filed a Chapter 11 petition
(Bankr. D. S.C. Case No. 12-01399) in Spartanburg, South Carolina,
on March 2, 2012.

Travelers Rest-based Keowee Falls estimated at least $100 million
in assets and liabilities of up to $50 million.

A meeting of creditors is scheduled for April 13, 2012 at 10:45
a.m.  Last day to oppose dischargeability of certain debts is
June 12, 2012.   Proofs of claim are due July 12, 2012.

The Cliffs Communities, Inc., owns 100% of the shares.

Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.

The Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor DevCo entities.

The Feb. 28 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.


CLIFFS CLUB: Keowee Falls' Chapter 11 Case Summary
--------------------------------------------------
Debtor: Keowee Falls Investment Group, LLC
        3598 Highway 11
        Travelers Rest, SC 29690

Bankruptcy Case No.: 12-01399

Chapter 11 Petition Date: March 2, 2012

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

Judge: John E. Waites

Debtor's Counsel: R. Geoffrey Levy, Esq.
                  LEVY LAW FIRM, LLC
                  2300 Wayne Street
                  Columbia, SC 29201
                  Tel: (803) 256-4693
                  E-mail: llfecf@levylawfirm.org

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

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

The petition was signed by James B. Anthony, president.

Keowee Falls' List of Its 12 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Cliffs @ Keowee Falls South OA     --                     $162,946
722 East McBee Avenue
Greenville, SC 29601

Mike Blackburn                     --                       $5,000
320 Wake Robin Drive
Sunset, SC 29685

Environmental Permitting           --                       $2,500
Consultants Inc.
P.O. Box 3744
Greenville, SC 29608

Bunnell-Lammons Engineering, Inc.  --                       $2,356

Nexsen Pruet, LLC                  --                       $2,201

Keowee Falls South Golf & CC       --                       $1,350

IMI Resort Properties LLC          --                         $920

AT&T                               --                         $912

AT&T Club                          --                         $299

McNeely's, Inc.                    --                          $87

The Home Depot                     --                          $71

Ken Mar, LLC                       --                          $28


CMS ENERGY: Fitch Affirms 'BB+' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed the ratings for CMS Energy Corp. and
upgraded the Issuer Default Rating (IDR) for Consumers Energy Co.
to 'BBB' from 'BBB-', the senior secured debt rating to 'A-' from
'BBB+', the senior unsecured debt rating to 'BBB+' from 'BBB', and
the preferred stock rating to 'BBB-' from 'BB+'.  Fitch has
assigned the short-term IDR of Consumers Energy at F3.  The Rating
Outlooks remain Stable.

The rating for CMS Energy Trust I is withdrawn.  The $29 million
principal outstanding on the 7.75% Trust Preferred Securities was
redeemed on Feb. 29, 2012.

CMS' rating and Stable Outlook are supported by its ownership of
Consumers Energy, an integrated regulated utility located in
Michigan which consistently delivers strong earnings.  Management
remains committed to an investment strategy focused on investments
in Consumers Energy.  The five-year $6.6 billion capital plan will
deliver system upgrades and rate base growth.

Fitch continues to monitor the company's financing activity as the
substantial level of stand-alone parent debt is a legacy credit
concern.  Given a large capex program at the utility, Fitch sees
only limited opportunity for parent company de-leveraging over the
next three to five year period.  Fitch considers the company's
consolidated liquidity position and Consumers Energy's debt
capital market access as sufficient relative to funding needs.

The rating upgrade is driven by a greater weighting applied to
Consumers Energy's stand-alone financial profile as outlined in
Fitch's criteria entitled 'Parent and Subsidiary Rating Linkage',
Aug. 12, 2011.  In Fitch's view, the standalone credit measures of
Consumers Energy warrants a two notch uplift from its parent
company's IDR.

Consumers Energy's Stable Outlook is supported by a constructive
regulatory environment in Michigan. Utility rate orders are
determined within 12-months of filing, utilize forward test years,
allow for returns moderately higher than the national average, and
include mechanisms designed to mitigate sales volume volatility
and to facilitate the timely recovery of fuel costs and non-fuel
costs.  Additionally, service area demographics are improving
relative to recession lows.

Consumers Energy's rating is constrained by its parent company
credit profile, as well as its own large multi-year capital
expenditure program that will require higher debt and equity
financing to complete.  CMS Energy has a sizeable amount of stand-
alone parent company debt and relies on Consumers Energy as its
primary operating subsidiary to upstream cash to support the
common dividend and stand-alone debt obligations.

A substantial reduction in parent level debt would improve the
parent company credit profile, and coupled with continued strong
financial metrics at Consumers Energy, could lead to a ratings
upgrade.  Fitch does not believe a material level of de-leveraging
will occur over the next two years.

An adverse regulatory order that negatively impacts the financial
position of Consumers Energy could place pressure on both the
parent and subsidiary credit ratings.

Fitch forecasts consolidated credit ratios to remain consistent
with guidelines for the 'BB+' rating category, with the ratios of
EBITDA-to-interest and FFO-to-debt at approximately 3.8 times (x)
and 16%, respectively through 2014.  Fitch anticipates a slight
downward trend to FFO metrics starting in 2015 following the full
utilization of CMS' NOL's.  Fitch views managing costs as a key
determinant to maintaining cash flow metrics consistent with
expectations; and, would look toward a substantial reduction in
stand-alone debt as a key driver to an improved credit profile.

Fitch forecasts Consumer Energy's credit ratios to remain strong
relative to guidelines for the 'BBB' rating category, with the
ratios of EBITDA-to-interest and FFO-to-debt at approximately 5.5x
and 21%, respectively through 2014.  Fitch's projections are
predicated on the continuation of annual rate increases and timely
regulatory recoveries, all of which are contingent on the
regulatory environment remaining balanced, which Fitch anticipates
will be the case.  Also, capital funding needs at Consumers Energy
will increase the pace with which the utility accesses the debt
capital markets with forecasts for debt-to-capital forecast to
increase to 53% through 2016. The current rating can sustain the
additional long-term debt.

The consolidated liquidity position at CMS Energy remains
sufficient relative to funding needs with approximately $1.2
billion in consolidated borrowing capacity available at Dec. 31,
2011.  CMS Energy has a five-year $550 million credit facility
expiring in March 2016.  Consumers Energy has a separate five-year
$500 million credit facility, also expiring in March 2016; and, a
$150 million credit facility, expiring in August 2013.  The
execution in 2011 of two new multi-year credit facilities for a
combined $1.05 billion in borrowing capacity mitigates concern
related to liquidity position and bank credit market access.

CMS Energy consolidated maturities are manageable with $389
million due in 2012; $566 million due in 2013; $493 million in
2014; $699 million due in 2015; and, $350 million due in 2016.
Fitch anticipates CMS Energy and Consumers Energy will continue to
have the access to debt capital markets required to manage
financing needs, including re-financing maturities in a timely and
cost effective manner.

Fitch has affirmed the following:

CMS Energy

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

Fitch has upgraded the following:

Consumers Energy

  -- IDR to 'BBB' from 'BBB-';
  -- Senior Secured Debt to 'A-' from 'BBB+';
  -- Senior Unsecured Debt to 'BBB+' from 'BBB';
  -- Preferred Stock to 'BBB-' from 'BB+'.

Fitch has assigned the following:

Consumers Energy

  -- Short-term IDR at 'F3'.

The Rating Outlooks remain at Stable.

Fitch has withdrawn the following:

CMS Energy Trust I

  -- Trust Preferred at 'BB-'.


COMMERCIAL BARGE: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Commercial Barge Line Co. (CBL) and
affirmed its 'B' long-term corporate credit rating on parent
American Commercial Lines (ACL). The outlook is stable.

"At the same time, we raised the issue-level rating on the
company's $200 million senior secured second-lien notes to 'BB-'
from 'B+' and on the $250 million senior unsecured PIK toggle
notes issued by ACL I Corp., a parent of ACL, to 'B-' from 'CCC+'.
We revised the recovery ratings on these issues to reflect
increased expectations of principal recovery in a payment default
scenario," S&P said.

"The ratings on Jeffersonville, Ind.-based Commercial Barge Line
Co. (CBL) reflect the company's participation in the highly
competitive and capital-intensive barge shipping industry. The
ratings also reflect CBL's exposure to various demand swings
caused by economic changes, seasonally fluctuating export volumes,
and vulnerability to weather-related disruptions to operations.
Standard & Poor's categorizes CBL's business risk profile as
'fair,' financial risk profile as 'highly leveraged,' and
liquidity as 'adequate,'" S&P said.

"We expect CBL to achieve a gradually improving financial profile,
despite comprehensive barge replacement that it will finance
partly with debt," said Standard & Poor's credit analyst.

CBL provides barge transportation primarily for dry cargo
(including grain, steel, cement, fertilizer, coal, and various
bulk commodity products) and liquid cargo on U.S. inland
waterways. CBL is the third-largest dry barge transportation
company and the second-largest liquid barge transporter in the
U.S.

"We believe CBL's earnings will benefit from shifting its product
mix toward higher-margin commodities such as coal, steel,
petroleum, and chemicals, and away from the more volatile spot-
market grain trade," Ms. Afonja said.

"CBL's transportation segment should benefit from improving
volumes and rates. And over the next three years, the
manufacturing segment's Jeffboat operations should benefit from a
significant order backlog arising from an aging U.S. barge fleet,
a significant portion of which is approaching the end of its
useful life," S&P said.

"Nonetheless, swings in demand arising from economic changes,
seasonally fluctuating export volumes, and CBL's vulnerability to
weather-related disruptions shape the company's business and
financial risk profiles. ACL's credit measures could show some
volatility depending on the timing of its capital spending for
fleet replacement, rate fluctuations, and the effect of weather on
its operations," S&P said.


COSTA BONITA: Court OKs Charles A. Cuprill as Counsel
-----------------------------------------------------
Costa Bonita Beach Resort, Inc. sought and obtained approval from
the U.S. Bankruptcy Court to employ Charles A. Cuprill, P.S.C. as
counsel.

The Debtor will pay the firm at these rates:

      Personnel                              Rates
      ---------                              -----
Charles A. Cuprill-Hernandez              $350/hour
Associates                                $225/hour
Junior Associates                         $150/hour
Paralegals                                 $85/hour

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

                About Costa Bonita Beach Resort

Costa Bonita Beach Resort Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D. P.R. Case No. 12-00778) on Feb. 2, 2012, in
Old San Juan, Puerto Rico.  The Debtor is the owner of 50
apartments at the Costa Bonita Beach Resort in Culebra, Puerto
Rico.  Assets are worth $15.1 million with debt totaling $14.2
million, including secured debt of $7.8 million.  The apartments
are valued at $9.6 million while a restaurant and some commercial
spaces at the resort are valued at $3.67 million.  The apartments
serve as collateral for the $7.8 million while the commercial
property is unencumbered.

Costa Bonita Beach Resort was a debtor in a prior bankruptcy case
(Bankr. D. P.R. Case No. 09-069911) commenced Feb. 3, 2009.

Bankruptcy Judge Enrique S. Lamoutte Inclan presides over the
case.  Charles Alfred Cuprill, Esq., serves as counsel in the 2012
case.  The petition was signed by Carlos Escribano Miro,
president.


DESERT OASIS: Has Access to Cash Collateral Until Effective Date
----------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada approved a stipulation extending Desert Oasis
Apartments LLC's continued use of cash collateral until the
effective date of its Plan of Reorganization.

On Dec. 30, 2011, the Court confirmed the Debtor's Amended Plan of
Reorganization.  As of March 4, there has been no notice of the
Plan Effective Date.

The prior cash collateral order gave a Dec. 31, 2011 termination
date of the Debtor's access to cash collateral.

The stipulation was entered between the Debtor and CT Investment
Management Co., LLC, as special servicer to Wells Fargo Bank,
N.A., as trustee for the Registered Holders of J.P. Morgan Chase
Commercial Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004 FL1.

                  About Desert Oasis Apartments

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

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


DEX MEDIA EAST: Bank Debt Trades at 52% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 47.79 cents-on-
the-dollar during the week ended Friday, March 2, 2012, an
increase of 0.46 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 24, 2014.  The loan is one of the biggest gainers and losers
among 171 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                About R.H. Donnelley & Dex Media East

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

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

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


ENER1 INC: Expects to Emerge From Bankruptcy by Mid-March
---------------------------------------------------------
The U.S. Bankruptcy Court in the Southern District of New York has
confirmed Ener1 Inc.'s pre-packaged Plan of Reorganization, as
modified, which clears the way for the Company to emerge from its
Chapter 11 reorganization by mid-March.  The Company will exit
bankruptcy with a stronger financial position and a renewed focus
on executing its long-term business strategy.

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

The Plan provides for a restructuring of the Company's long-term
debt and the infusion of up to $86 million of new equity funding,
which will support the continued operation of Ener1's
subsidiaries.  In addition to the new equity funding, the holders
of the existing senior notes, the convertible notes and a line of
credit have agreed to restructure their debt in a partial debt-
for-equity exchange.  All of the current common stock will be
cancelled when the Plan becomes effective, and new common and
preferred stock will be issued to both the current note holders
and in consideration of the new equity funding that will flow into
the Company.  The existing notes will be exchanged for a
combination of cash, new equity and new notes.

                            About Ener1

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

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

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

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

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

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


ETIENNE ESTATES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Etienne Estates on Greene LLC
        25 Old Kings Highway N., Suite 13, #269
        Darien, CT 06820

Bankruptcy Case No.: 12-41532

Chapter 11 Petition Date: March 1, 2012

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

Judge: Carla E. Craig

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  E-mail: rmwlaw@att.net

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

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

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-41532.pdf

The petition was signed by James M. Francis, managing director of
FF Investments LLC.


FAIRMOUNT MINERALS: S&P Affirms 'BB-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services removed Chardon, Oh.-based
Fairmount Minerals from CreditWatch with positive implications and
affirmed its 'BB-' corporate credit rating on the company. The
outlook is stable.

"The affirmation of the 'BB-' corporate credit rating and removal
from CreditWatch reflects our view that a confluence of changing
dynamics in the industry might challenge Fairmount Minerals'
leading market position and profit growth over the next 18 to 24
months," said Standard & Poor's credit analyst Gayle Bowerman. "We
believe that market competition is intensifying due to an influx
of new entrants and capacity expansions coming online over the
next 12 months. In addition, while oil and liquids drilling remain
relatively strong, low natural gas prices have contributed to
recent pullbacks in natural gas drilling, resulting in slackening
demand and falling prices for fine grade sand products. The
combination of these factors leads us to believe that the
supply/demand balance in the sand market is on the crux of a shift
from chronic undersupply toward possible oversupply, and we
believe the market may reach a supply saturation point as soon as
2013."

"Our assessment of Fairmount Minerals' 'fair' business risk
incorporates our view of the company's position as an established
player in the fracking sand industry and a leading producer of
resin-coated sand products. The company also benefits from a
strong reserve position consisting primarily of the highest
quality white sands which meet the requirements set forth by the
American Petroleum Institute to be classified as frac sand. We
also note that while the majority of the company's sand is sold
for use as proppants, a portion is sold for use in industrial
applications. These factors somewhat offset the industry dynamics,
though we believe that the increasing number of frac sand market
participants may pressure Fairmount's influence in pricing and
contract negotiations within its highly concentrated customer base
and its ability to source and acquire additional reserves at
economic prices," S&P said.

"The rating outlook is stable, reflecting our belief that
Fairmount's strong asset base, established position in the market,
and operating leverage will provide support for the current rating
despite major fluctuations in industry dynamics and increasing
market rivalry. Our rating incorporates the expectation that
Fairmount will maintain operating margins above 25%, adjusted
debt to EBITDA levels below 4x and FFO to debt above 20% over the
next 12 to 18 months. In addition, we expect that any potential
acquisitions or shareholder rewards would not negatively impact
the company's financial risk profile," S&P said.

"We could take a negative rating action if credit metrics were to
weaken from current levels such that we expected adjusted leverage
to be sustained above 4x. This could occur if competition
intensifies, causing Fairmount's contracted position and
production levels erode more significantly than we currently
anticipate, or if the company pursues a major debt financing for
an acquisition or a dividend," S&P said.

"A positive rating action seems less likely in the near term due
to the potential for adverse change occurring in the market.
However, we might initiate one if Fairmount were to maintain its
leading standing in the industry by further solidifying its
current competitive position over the next several years and by
expanding its geographic diversity to reduce dependence on a
single end market," S&P said.


FCC HOLDINGS: S&P Affirms 'CCC' Corporate; Outlook Now Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on FCC
Holdings LLC (First Capital), including its 'CCC' long-term issuer
credit rating. "At the same time, we removed the ratings from
CreditWatch, where they were placed with negative implications on
Nov. 4, 2011. The outlook is stable," S&P said.

"This rating action reflects our expectation that First Capital
will finalize a deal with its unsecured creditors by the end of
March to modify certain covenants on its unsecured debt, allowing
the company to remain in compliance for the quarter ended Dec. 31,
2011. First Capital anticipates taking an outsized provision for
loan losses in the fourth quarter of 2011. The associated net loss
would have triggered covenant violations, necessitating this
agreement.  (Its senior secured credit facilities were previously
amended on Feb. 10, 2012, with all lenders agreeing to waive
compliance with certain financial covenants)," S&P said.

"In particular, we expect the company's unsecured debt holders to
agree to modify a $160 million tangible net worth covenant to $115
million at year-end 2011, a level we expect First Capital to meet.
(The amended tangible net worth covenant will increase each year
to as high as $145 million in 2015.) First Capital is expected to
repurchase $10 million of its $100 million unsecured debt and pay
a higher interest rate as part of the deal. In addition, the
company's shareholders will inject equity and purchase a portion
of its outstanding unsecured debt as well," S&P said.

"We believe that the agreement will allow First Capital to
maintain compliance with all debt covenants in 2012 and continue
to exit loans collateralized by non-core collateral, including
equipment and recurring monthly revenue contracts. Nevertheless,
the rating reflects numerous challenges that we believe First
Capital will face over the medium-term. This includes ensuring
that credit has stabilized and that problem credits remain
concentrated in its non-core loan portfolio, and maintaining
adequate access to funding for new originations (certain senior
secured lenders reduced their commitment levels in conjunction
with the covenant waiver). Also, we believe that profitability
will also continue to be a challenge. First Capital's modest
profitability leaves limited flexibility for another material
decline in asset quality, as shown by the events of 2011.
Moreover, while we expect unsecured debt covenants to be loosened
per the agreement with debt holders, the new covenant levels will
remain somewhat constrictive, in our view," S&P said.


FILENE'S BASEMENT: Initial Plan Readied, Wants More Exclusivity
---------------------------------------------------------------
BankruptcyData.com reports that Filenes Basement filed with the
Bankruptcy Court a motion to extend the exclusive period during
which it can file a Chapter 11 plan and solicit acceptances
thereof through and including April 10, 2012 and June 11, 2012,
respectively.

According to the motion, the Debtors have worked diligently
towards negotiating and formulating a plan of liquidation or
reorganization.  Since the start of the Chapter 11 cases,
representatives of the Debtors and the Official Committees have
discussed possible plan terms and more recently have exchanged
plan term sheets.

The Debtors says they have prepared a draft joint chapter 11 plan
and draft disclosure statement thereto, but in the interest of
encouraging continued plan discussions between and among the
Debtors and both Official Committees (and at the request of the
Creditors' Committee) have determined not to file the Initial Plan
at this time.

The Court scheduled an April 10, 2012 hearing to consider the
motion.

                          About Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FLAMINGO POINTE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Flamingo Pointe Partners, LLC, A Corporation
        9516 W. Flamingo Road, #305
        Las Vegas, NV 89147

Bankruptcy Case No.: 12-12352

Chapter 11 Petition Date: March 1, 2012

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

Judge: Mike K. Nakagawa

Debtor's Counsel: David Mincin, Esq.
                  LAW OFFICES OF RICHARD MCKNIGHT, P.C.
                  330 S. Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 388-7185
                  E-mail: dmincin@lawlasvegas.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-12352.pdf

The petition was signed by Michael Kennedy, manager.


FOOD SERVICE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Food Service Holdings Ltd
          aka Dairy Queen
        1000 Emerald Isle, Suite 101
        Dallas, TX 75218

Bankruptcy Case No.: 12-40510

Chapter 11 Petition Date: March 1, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Mark A. Weisbart, Esq.
                  THE LAW OFFICES OF MARK A. WEISBART
                  12770 Coit Road, Suite 541
                  Dallas, TX 75251
                  Tel: (972) 628-3694
                  Fax: (972) 628-3687
                  E-mail: weisbartm@earthlink.net

Estimated Assets: $0 to $50,000

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/txeb12-40510.pdf

The petition was signed by John W. Beakley, president of Food
Service Management Associates, Inc., general partner.


GATEHOUSE MEDIA: Bank Debt Trades at 71% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 29.40 cents-
on-the-dollar during the week ended Friday, March 2, 2012, an
increase of 2.55 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
27, 2014, and carries Moody's Ca rating and Standard & Poor's CCC-
rating.  The loan is one of the biggest gainers and losers among
171 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

The Company reported a net loss of $28.42 million on
$381.35 million of total revenues for the nine months ended
Sept. 25, 2011, compared with a net loss of $27.74 million on
$415.22 million of total revenues for the nine months ended
Sept. 30, 2010.

The Company reported a net loss of $26.64 million on
$558.58 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $530.61 million on $584.79 million of
total revenue for the year ended Dec. 31, 2009.

The Company's balance sheet at Sept. 25, 2011, showed
$511.80 million in total assets, $1.32 billion in total
liabilities, and a $811.28 million total stockholders' deficit.


GATEWAY METRO: Court OKs Sealed Stipulation Authorizing Cash Use
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
on Feb. 14, 2012, approved a stipulation authorizing Gateway Metro
Center, LLC's use of cash collateral to pay additional tenant
improvement costs and leasing commissions.  The stipulation was
filed under seal on Feb. 13, 2012.

                    About Gateway Metro Center

Gateway Metro Center LLC, is a California limited liability
company whose primary assets include (1) an approximately 121,462
square foot - 11 story office building and land located in the
City of Pasadena, California ("Gateway Metro Center" formerly
known as Gateway Tower) including rights to further develop the
land on which the Gateway Metro Center is located, and (2) an
approximately 8,000 square feet parcel of land immediately
abutting the office building.

The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 11-47919) on Sept. 6, 2011.  Judge Barry Russell presides over
the case.  Howard J. Weg, Esq., and Lorie A. Ball, Esq., at
Peitzman, Weg & Kempinsky LLP, in Los Angeles, California,
represent the Debtors.  Skeehan & Company serves as accountant to
the Debtor.  FTI Consulting, Inc., is the financial advisor to the
Debtor.  Colliers International, Inc. acts as leasing broker.

In its schedules, the Debtor disclosed $32,570,485 in assets and
$22,338,135 in debts.  The petition was signed by John F. Pipia,
its president.


GATEWAY METRO: Debtor and Road Bay Defer Plan Hearing to March 12
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation continuing until March 12, 2012, at
2:00 p.m., the hearing to consider the confirmation of Gateway
Metro Center, LLC's Chapter 11 Plan, filed on Sept. 23, 2011.

The stipulation was entered between the Debtor and Road Bay
Investments, LLC.

The confirmation hearing was previously scheduled for March 1.

In its motion, the Debtor explained that due to scheduling
conflicts, neither counsel for the Debtor, nor counsel for Road
can be present at the March 1 confirmation hearing.  The Debtor
and Road Bay have agreed to continue the March 1 confirmation
hearing to any of these dates and times, in order of preference:

         1. March 7, at 2:00 p.m.;
         2. March 8, at 2:00 p.m.; or
         3. March 9, at 10:00 a.m. or 2:00 p.m.

                        The Chapter 11 Plan

As reported in the TCR on Oct. 18, 2011, the Debtor's Plan, filed
Sept. 23, 2011, provides for the vesting of substantially all of
the Debtor's assets in the Reorganized Debtor, a restructuring of
certain of the Debtor's debts, and payment to creditors on account
of their Claims.  The Effective Date of the proposed Plan is
proposed to be approximately Jan. 1, 2012.

All Cash necessary for the Reorganized Debtor to make payments
under the Plan will be obtained from (i) existing Cash balances on
the Effective Date including funds borrowed pursuant to
the DIP Agreement, (ii) the operations of the Debtor or
Reorganized Debtor after the Effective Date, and (iii) a capital
contribution in the amount of $1,000,000 from the Members of the
Debtor to be made on the Effective Date (to establish a reserve
fund to be used to pay tenant improvements, leasing costs, leasing
commissions, property taxes and any interest on the Modified
Allstate Loan that is not paid when due).

A copy of the Court-approved the Disclosure Statement is available
for free at

     http://bankrupt.com/misc/gatewaymetro.amendedDS.dkt67.pdf

                    About Gateway Metro Center

Gateway Metro Center LLC, is a California limited liability
company whose primary assets include (1) an approximately 121,462
square foot - 11 story office building and land located in the
City of Pasadena, California ("Gateway Metro Center" formerly
known as Gateway Tower) including rights to further develop the
land on which the Gateway Metro Center is located, and (2) an
approximately 8,000 square feet parcel of land immediately
abutting the office building.

The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 11-47919) on Sept. 6, 2011.  Judge Barry Russell presides over
the case.  Howard J. Weg, Esq., and Lorie A. Ball, Esq., at
Peitzman, Weg & Kempinsky LLP, in Los Angeles, California,
represent the Debtors.  Skeehan & Company serves as accountant to
the Debtor.  FTI Consulting, Inc., is the financial advisor to the
Debtor.  Colliers International, Inc. acts as leasing broker.

In its schedules, the Debtor disclosed $32,570,485 in assets and
$22,338,135 in debts.  The petition was signed by John F. Pipia,
its president.


GENERAL AUTO: Files for Chapter 11 in Oregon
--------------------------------------------
General Auto Building, LLC, filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-31450) on March 2, 2012.

The Debtor, which claims to be a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101 (51B), estimated assets and debts of
$10 million to $50 million.  The principal asset of the Debtor is
located 411 NW Par. Ave., Portland, Oregon.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for April 3, 2012 at 9:30 a.m.

According to the docket, the Debtor's exclusivity period expires
July 2, 2012.


GENERAL AUTO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: General Auto Building, LLC
        P.O. Box 1502
        Spokane, WA 99210

Bankruptcy Case No.: 12-31450

Chapter 11 Petition Date: March 2, 2012

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Ava L. Schoen, Esq.
                  TONKON TORP LLP
                  888 SW 5th Avenue, #1600
                  Portland, OR 97204
                  Tel: (503) 802-2143
                  E-mail: ava.schoen@tonkon.com

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

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

The petition was signed by Robert C. Brewster, Jr., manager of
North Park Development LLC, manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
O'Riley Capital LLC                Loan                   $150,000
3835 SW Sweetbriar Drive
Portland, OR 97221

Lapchi                             Tenant Improvement      $63,290
411 NW Park, #100
Portland, OR 97209

Colliers International             Broker Fees             $52,459
601 SW Second Avenue, #1950
Portland, OR 97204

Real Property Law Group            Attorney Fees           $52,421

Farkas Group                       Loan Origination        $28,000

North Rim Development              Management Fees         $14,288

Cash's Drapery Inc.                Blinds                  $13,991

Expresso Building Services, LLC    Janitorial Services     $13,739

Scarborough, McNeese, O'Brien &    Attorney Fees           $12,045
Kilkenny

Greene and Markley PC              Attorney Fees           $10,530

Mike Patterson Plumbing, Inc.      Plumbing Work           $10,295

BEA Consulting                     LEED Certification       $9,809
                                   Consulting

PGE                                Utilities?Electricity    $5,667

Reeves, Kahn, Hennessy & Elkins    Attorney Fees            $4,932

City of Portland                   License Fee              $1,501

Interface Engineering, Inc.        Engineering Services     $1,500

Raindrop Supply                    Janitorial Supply        $1,389

Siemens                            Alarm Services             $730

Portland Water Bureau              Utilities-Water            $631

Century Link                       Telephone Services         $281


GENERAL MARITIME: Committee Taps GCG as Communications Agent
------------------------------------------------------------
BankruptcyData.com reports that General Maritime's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a motion to retain Garden City Group (Contact: Angela
Ferrante) as communications agent at these hourly rates:
administrative and claims control at $45 to $55, project
administrator at $70 to $85, quality assurance staff at $80 to
$125, project supervisor at $95 to $110, systems, graphic support
and technology staff at $100 to $200, project manager and senior
project manager at $125 to $175, director and assistant vice
president at $200 to $295 and vice president and above at 295.

                       About General Maritime

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

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

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

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

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

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

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

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

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


GLOBAL AVIATION: Hearing on Further Cash Use Tomorrow
-----------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York will convene a final hearing on March
7, 2012, at 10:00 a.m. (prevailing Eastern Time), to consider
Global Aviation Holdings Inc., et al.'s request to use cash
collateral.

The judge previously authorized, on an interim basis, Global
Aviation to:

   i) use prepetition collateral in which the noteholders and the
   second lien lenders have a lien or other interest,
   whether existing on the Commencement Date;

  ii) grant certain adequate protection to the prepetition
   lenders; and

iii) vacate the automatic stay imposed solely to the extent
   necessary to implement and effectuate the terms and provisions
   of the interim order.

The Debtors owe not less than $156.2 million ins aggregate
principal and accrued and unpaid interest on account of senior
secured notes pursuant to an indenture, dated as of Aug. 13, 2009,
among Global Aviation Holdings Inc., North American Airlines, Inc.
and World Airways, Inc. as issuers, the guarantors, and Wells
Fargo Bank, National Association acting as trustee and collateral
agent.

The Senior Noteholder Group has consented to the Debtors' use of
the prepetition collateral.  The second lien agent and the second
lien lenders are deemed not to oppose the use of cash collateral.
The Debtors would use the cash collateral to fund their business
operations.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the senior noteholder
group, the second lien agent and the other prepetition secured
parties replacement liens upon all property of the Debtors,
superpriority administrative expense claims status, subject to
carve out on certain expenses.

               About Global Aviation Holdings Inc.

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

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

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

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

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

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


GLOBAL COMMERCE: Closed; Metro City Bank Assumes All Deposits
-------------------------------------------------------------
Global Commerce Bank of Doraville, Ga., was closed Friday, March
2, 2012, by the Georgia Department of Banking and Finance, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Metro City Bank of Doraville, Ga., to
assume all of the deposits of Global Commerce Bank.

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

As of Dec. 31, 2011, Global Commerce Bank had around $143.7
million in total assets and $116.8 million in total deposits.  In
addition to assuming all of the deposits of the failed bank, Metro
City Bank agreed to purchase approximately $79.0 million of the
failed bank's assets.  The FDIC will retain the remaining assets
for later disposition.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-523-8159.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $17.9 million.  Compared to other alternatives, Metro City
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Global Commerce Bank is the 12th FDIC-insured institution to
fail in the nation this year, and the third in Georgia.  The last
FDIC-insured institution closed in the state was Central Bank of
Georgia, Ellaville, on Feb. 24, 2012.


GOLDEN TEMPLE: Taps Winston & Cashatt as Chapter 11 Counsel
-----------------------------------------------------------
Golden Temple Management, LLC, asks the Bankruptcy Court to
approve its employment of Winston & Cashatt, Lawyers, P.S., as its
lead Chapter 11 counsel.  The firm may be reached at:

         Nancy L. Isserlis, Esq.
         David P. Gardner, Esq.
         WINSTON & CASHATT, LAWYERS, P.S.
         601 W. Riverside Avenue, Suite 1900
         Spokane, WA 99201
         Tel: (509) 838-6131
         Fax: (509) 838-1416
         E-mail: nli@winstoncashatt.com
                 dpg@winstoncashatt.com

The Debtor proposes to pay the firm in accordance with its
customary hourly rates.  The professional primarily responsible
for this engagement is Nancy L. Isserlis who has an hourly rate of
$375.00 per hour.  Other counsel and staff in the firm who may
perform services on the matter and their rates are:

         David P. Gardner Associate      $250
         Paralegals                      $120
         Law Clerks                       $95

Prior to the bankruptcy filing, Winston & Cashatt received a
$100,000 retainer from the Debtor which were proceeds of the
Debtor's rights under an insurance policy.  Winston & Cashatt
applied $48,166 of the retainer to satisfy the prepetition fees
and expenses.  Albert & Tweet received a prepetition retainer of
$10,000 paid on Feb. 15, 2012.  In the event the retainer is
exhausted by approval of fees to be paid postpetition, Winston &
Cashatt will be paid from the assets and earnings of the Debtor.

To the best of the Debtor's knowledge, the members and associates
of Winston & Cashatt do not have any connection with the Debtor,
its creditors or other parties in interest.

                  About Golden Temple Management

Golden Temple Management LLC, the management company of Golden
Temple of Oregon LLC, the makers of Yogi Tea, filed for Chapter 11
protection (Bankr. D. Ore. Case No. 12-60536) on Feb. 18, 2012.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.

The Debtor disclosed assets of $49,077,498 and liabilities of
$10,434,000.  GTO is valued at $40 million.  The Debtor has 100%
control of GTO and share in annual profits, valued at $4 million.
Contingent and unliquidated claims of the Debtor include a
holdback on the sale of a business division to Hearthside Food
Solutions, LLC, valued at $5 million, and potential malpractice
claims against Schwabe Williamson & Wyatt and other professionals.
Golden Temple sold its cereal division in May 2010 for $71 million
to Hearthside.

Bankruptcy Judge Thomas M. Renn, who presides over the Chapter 11
case, appointed U.S. District Judge Michael Hogan as mediator
between the Debtor and parties involved in litigation claims.
Judge Hogan had been conducting mediation and a mediation session
was scheduled for Feb. 22-24, 2012, in Eugene, Oregon.  The
Debtor's counsel said a single global mediation under the
authority of the Bankruptcy Court would have the advantage of
getting all parties and all claimants under one umbrella and serve
to protect the very assets to which multiple parties lay claim.
The Debtor said the mediation sessions would allow it to craft a
reorganization plan that will satisfy disparate groups of
creditors and provide a dividend to unsecured creditors.

Kartar Singh Khalsa filed a separate Chapter 11 petition (Bankr.
D. Ore. Case No. 12-60538) on Feb. 18, 2012.  He disclosed assets
of $30.95 million and liabilities of $1.27 million.


GOLDEN TEMPLE: Hiring Albert & Tweet as Local Counsel
-----------------------------------------------------
Golden Temple Management, LLC, asks the Bankruptcy Court for
authority to employ Albert & Tweet, LLP as its local counsel.  The
firm may be reached at:

          John D. Albert, Esq.
          Stephen T. Tweet, Esq.
          ALBERT & TWEET, LLP
          PO Box 968
          Salem, OR 97308
          Tel: (503) 585-2056
          E-mail: jalbert@albertandtweet.com
                  stweet@albertandtweet.com

The firm's current hourly rates for attorneys presently designated
to represent the Debtor are $275 per hour.

On Feb. 15, 2012, Albert & Tweet received a $10,000 retainer from
Winston & Cashatt, the Debtor's lead counsel.

The Debtor's court filing says Albert & Tweet represents and has
represented no interest adverse to representation of the Debtor or
to the estate in the matters upon which the law firm is to be
engaged.

                  About Golden Temple Management

Golden Temple Management LLC, the management company of Golden
Temple of Oregon LLC, the makers of Yogi Tea, filed for Chapter 11
protection (Bankr. D. Ore. Case No. 12-60536) on Feb. 18, 2012.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.

The Debtor disclosed assets of $49,077,498 and liabilities of
$10,434,000.  GTO is valued at $40 million.  The Debtor has 100%
control of GTO and share in annual profits, valued at $4 million.
Contingent and unliquidated claims of the Debtor include a
holdback on the sale of a business division to Hearthside Food
Solutions, LLC, valued at $5 million, and potential malpractice
claims against Schwabe Williamson & Wyatt and other professionals.
Golden Temple sold its cereal division in May 2010 for $71 million
to Hearthside.

Bankruptcy Judge Thomas M. Renn, who presides over the Chapter 11
case, appointed U.S. District Judge Michael Hogan as mediator
between the Debtor and parties involved in litigation claims.
Judge Hogan had been conducting mediation and a mediation session
was scheduled for Feb. 22-24, 2012, in Eugene, Oregon.  The
Debtor's counsel said a single global mediation under the
authority of the Bankruptcy Court would have the advantage of
getting all parties and all claimants under one umbrella and serve
to protect the very assets to which multiple parties lay claim.
The Debtor said the mediation sessions would allow it to craft a
reorganization plan that will satisfy disparate groups of
creditors and provide a dividend to unsecured creditors.

Kartar Singh Khalsa filed a separate Chapter 11 petition (Bankr.
D. Ore. Case No. 12-60538) on Feb. 18, 2012.  He disclosed assets
of $30.95 million and liabilities of $1.27 million.


GORDIAN MEDICAL: Taps Pachulski Stang as Bankruptcy Counsel
-----------------------------------------------------------
Gordian Medical Inc., dba American Medical Technologies, seeks
Bankruptcy Court authority to employ Pachulski Stang Ziehl & Jones
LLP as counsel.  The Debtor proposes to pay the firm at these
rates:

     Samuel R. Maizel, Esq.              $725
     Scotta McFarland, Esq.              $615
     Mary D. Lane, Esq.                  $595
     Felice Harrison, paralegal          $275

The firm was retained by the Debtor to provide restructuring
advice prior to the bankruptcy filing.  In the one year period
pre-bankruptcy, Pachulski received $270,000 from the Debtor of
which $175,000 was applied against prepetition fees and costs.  As
of the bankruptcy filing, the balance of the funds was $95,000.

Samuel R. Maizel, Esq., attests that his firm is a "disinterested
person" as that term is defined in 11 U.S.C. Sec. 101(14).

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  The Debtor estimated assets and debts of up to
$50 million.  It has $4.3 million in cash and $31.1 million in
receivables due from Medicare.

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

Judge Mark S. Wallace oversees the case.


GORDIAN MEDICAL: Hires GlassRatner as Financial Advisor
-------------------------------------------------------
Gordian Medical Inc., asks the Bankruptcy Court for authority to
employ GlassRatner Advisory & Capital Group LLC as financial
advisor.

GlassRatner was retained by the Debtor pre-bankruptcy to provide
financial advisory services.  In the one-year period preceding the
Petition Date, GlassRatner received $130,000 from the Debtor, of
which $67,000 was applied against prepetition fees and costs.  The
balance of the funds was $63,000.

The Debtor proposes to pay the firm at these hourly rates:

     J. Michael Issa                     $450
     Kerry Krisher                       $450
     Brad Smith                          $250
     Patrick Lacy                        $175
     Other Consultants                 $175-$350

J. Michael Issa, a principal at GlassRatner, attests that his firm
is a "disinterested person" as that term is defined in 11 U.S.C.
Sec. 101(14).  He may be reached at:

         J. Michael Issa
         Kerry Krisher
         GLASSRATNER ADVISORY & CAPITAL GROUP LLC
         19800 MacArthur Blvd., Suite 830
         Irvine, CA 92612
         Tel: 949-862-1595
         Fax: 949-863-9274
         E-mail: kkrisher@glassratner.com

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  The Debtor estimated assets and debts of up to
$50 million.  It has $4.3 million in cash and $31.1 million in
receivables due from Medicare.

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

Judge Mark S. Wallace oversees the case.


GORDIAN MEDICAL: Sec. 341 Creditors' Meeting Set for April 13
-------------------------------------------------------------
The United States Trustee for the Central District of California
will convene a Meeting of Creditors pursuant to 11 U.S.C. Sec.
341(a) in the Chapter 11 case of Gordian Medical Inc. to be held
April 13, 2012, at 10:00 a.m. at RM 1-159, 411 W Fourth St., in
Santa Ana, California.

The debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors. Creditors
are welcome to attend, but are not required to do so. The meeting
may be continued and concluded at a later date specified in a
notice filed with the court.

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  The Debtor estimated assets and debts of up to
$50 million.  It has $4.3 million in cash and $31.1 million in
receivables due from Medicare.

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

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.


GORDIAN MEDICAL: Chapter 11 Status Hearing Set for May 2
--------------------------------------------------------
The Bankruptcy Court will hold a status hearing of the Chapter 11
case of Gordian Medical Inc. on May 2, 2012, at 9:00 a.m. at Crtrm
6C, 411 W Fourth St., in Santa Ana.

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  The Debtor estimated assets and debts of up to
$50 million.  It has $4.3 million in cash and $31.1 million in
receivables due from Medicare.

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

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.


GREGORY & PARKER: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
David Bracken at newsobserver.com reports that Gregory & Parker
Inc. and Gregory & Parker Seaboard LLC have filed for Chapter 11
bankruptcy.

According to the report, the bankruptcy petitions disclosed a $1.4
million unsecured debt owed to Conan McClain for development fees.
Mr. McClain redeveloped a 7.5-acre former warehouse area for
Gregory & Parker in the middle part of last decade.  Gregory &
Parker is disputing Mr. McClain's claim.

Gregory & Parker owns Seaboard Station, a retail center near
William Peace University at the northern fringe of downtown
Raleigh, North Carolina.  Gregory & Parker filed a Chapter 11
petition Feb. 22, 2012 (Bankr. E.D. N.C. Case No. 12-01382).
Richard D. Sparkman, Esq., at Richard D. Sparkman & Assoc., P.A.,
represents the Debtor.  The Debtor estimated assets of between
$100,000 and $500,000, and debts of between $10 million and
$50 million.


HARRISBURG, PA: Controller, Treasurer File Objections to Plan
-------------------------------------------------------------
American Bankruptcy Institute reports that Harrisburg, Pa.'s city
controller, treasurer and council president asked a judge to
reject a proposal to fix the city's budget problems by selling or
leasing the capital city's most valuable assets.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.


HAWKER BEECHCRAFT: Bank Debt Trades at 26% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 74.41 cents-on-
the-dollar during the week ended Friday, March 2, 2012, an
increase of 0.86 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014, and carries Moody's Caa2 rating and Standard &
Poor's CCC rating.  The loan is one of the biggest gainers and
losers among 171 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

The Company's balance sheet at Sept. 30, 2011, showed $3.10
billion in total assets, $3.49 billion in total liabilities and a
$383.20 million total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Sept. 16, 2011,
Moody's Investors Service has lowered all the credit ratings,
including the corporate family rating to Caa3 from Caa2, of Hawker
Beechcraft Acquisition Company LLC.  The rating outlook is
negative.

The downgrades reflect Hawker Beechcraft's mounting retained
deficit and Moody's view that the soft economy dims chances for
profitability anytime soon.  Although limited near-term debt
maturities exist, with the prospect of further losses Moody's
views the capital structure to be unsustainable.  Pronounced risk
that some form of restructuring of the company's debt obligations
may occur underscores the negative rating outlook.  Softness in
most developed economies should constrain demand for the smaller
and mid-sized cabin aircraft that comprise the company's Business
and General Aviation product portfolio.  While management has
aggressively lowered overhead and cut production costs, the
revenue outlook seems weak.  As of June 30, 2011, the debt to book
capital ratio was 114% and the trailing 12-month EBITDA to
interest ratio was 0.2x (Moody's adjusted basis)

In the Dec. 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services lowered its ratings on Hawker Beechcraft, including the
corporate credit rating to 'CCC' from 'CCC+'.  "The downgrade
reflects Hawker's continued poor credit protection measures and
tighter liquidity resulting from declining revenues, significant
(albeit improving) losses, and weak cash generation," said
Standard & Poor's credit analyst Christopher DeNicolo.  "We have
concerns about the company's ability to maintain covenant
compliance."


HAWKER BEECHCRAFT: Bank Debt Trades at 24% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 75.70 cents-on-
the-dollar during the week ended Friday, March 2, 2012, a drop of
1.55 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 850 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Standard & Poor's CCC rating.  The loan is one of the
biggest gainers and losers among 171 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

The Company's balance sheet at Sept. 30, 2011, showed $3.10
billion in total assets, $3.49 billion in total liabilities and a
$383.20 million total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Sept. 16, 2011,
Moody's Investors Service has lowered all the credit ratings,
including the corporate family rating to Caa3 from Caa2, of Hawker
Beechcraft Acquisition Company LLC.  The rating outlook is
negative.

The downgrades reflect Hawker Beechcraft's mounting retained
deficit and Moody's view that the soft economy dims chances for
profitability anytime soon.  Although limited near-term debt
maturities exist, with the prospect of further losses Moody's
views the capital structure to be unsustainable.  Pronounced risk
that some form of restructuring of the company's debt obligations
may occur underscores the negative rating outlook.  Softness in
most developed economies should constrain demand for the smaller
and mid-sized cabin aircraft that comprise the company's Business
and General Aviation product portfolio.  While management has
aggressively lowered overhead and cut production costs, the
revenue outlook seems weak.  As of June 30, 2011, the debt to book
capital ratio was 114% and the trailing 12-month EBITDA to
interest ratio was 0.2x (Moody's adjusted basis)

In the Dec. 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services lowered its ratings on Hawker Beechcraft, including the
corporate credit rating to 'CCC' from 'CCC+'.  "The downgrade
reflects Hawker's continued poor credit protection measures and
tighter liquidity resulting from declining revenues, significant
(albeit improving) losses, and weak cash generation," said
Standard & Poor's credit analyst Christopher DeNicolo.  "We have
concerns about the company's ability to maintain covenant
compliance."


HEALTH CARE: Fitch Rates $287.5-Mil. Preferred Stock at 'BB+'
-------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BB+' to the $287.5
million 6.5% series J cumulative redeemable preferred stock issued
by Health Care REIT, Inc. (NYSE: HCN).  HCN intends to use the net
proceeds from the offering to redeem all of HCN's series D and F
cumulative redeemable preferred stock and may use any remaining
proceeds for general corporate purposes, including investing in
health care and seniors housing properties.
Fitch currently rates the company as follows:

  -- Issuer Default Rating (IDR) at 'BBB';
  -- $2 billion senior unsecured credit facility at 'BBB';
  -- $3.6 billion senior unsecured notes at 'BBB';
  -- $788.1 million senior unsecured convertible notes at 'BBB';
  -- $1 billion preferred stock at 'BB+'.

The Rating Outlook is Stable.

The 'BBB' IDR takes into account HCN's broad healthcare real
estate platform that contributes toward a fixed-charge coverage
ratio that is consistent with the rating, as well as leverage that
is appropriate for a 'BBB' rated healthcare real estate investment
trust (REIT) when normalizing earnings from recent acquisitions
and pro forma for recently announced acquisitions and the $1.1
billion common equity raise in February 2012.  HCN also has good
access to capital and a solid liquidity position, including
contingent liquidity from unencumbered assets.

Credit concerns include operational volatility associated with the
company's RIDEA-related investments, regulatory risks affecting
the healthcare REIT sector, and modest operator concentration
related to Genesis HealthCare.

Fixed-charge coverage is appropriate for the 'BBB' rating. For
2011, fixed-charge coverage (recurring operating EBITDA including
Fitch's estimate of recurring cash distributions from
unconsolidated entities less recurring capital expenditures and
straight-line rent adjustments divided by total interest incurred
and preferred dividends) was 2.3 times (x), down from 2.6x in 2010
and 3.1x in 2009.  Significant debt issuances prior to
acquisitions during 2011 had a negative impact on coverage.  Fitch
anticipates that coverage will increase to the mid-to-high 2.0x
range through 2013, driven principally by solid projected
operating fundamentals.  In a more adverse case than anticipated
by Fitch, coverage could decline to 2.1x in 2013, which is more
commensurate with a 'BBB-' rating for a healthcare REIT.

Leverage is appropriate for the 'BBB' rating. Net debt as of Dec.
31, 2011-to-fourth quarter 2011 (4Q'11) annualized recurring
operating EBITDA was 6.5x.  However, adjusting EBITDA for the
timing of 4Q'11 acquisitions and pro forma for $1 billion of
acquisitions year to date in 2012 and the $1.1 billion common
equity raise in February 2012, leverage is expected to stabilize
in the mid 5.0x range.  In a more adverse case than currently
anticipated by Fitch, leverage could rise above 8.0x over the next
12 to 24 months, which would be consistent with a rating lower
than 'BBB'.

HCN exhibits strong access to capital, having raised $1.4 billion
of common and preferred equity in 2012, in addition to $4.3
billion of total debt and equity in 2011 to fund acquisition and
development.

The company's liquidity is strong pro forma for the recent $1.1
billion common equity raise and recently announced acquisitions.
Sources of liquidity (unrestricted cash, unsecured revolving
credit facility availability and projected retained cash flows
from operating activities after dividends) divided by uses of
liquidity (debt maturities, projected recurring capital
expenditures and projected development expenditures) was 1.8x for
Jan. 1, 2012 to Dec. 31, 2013.  Liquidity coverage would improve
to 2.5x if 80% of secured debt is refinanced.

The company also benefits from a well-laddered maturity schedule.
Through 2013 the company has only 11.7% of total debt maturing
(including HCN's pro rata share of joint venture debt maturities),
and no more than 15% of total debt maturing in any given year
through 2018.

HCN also has good contingent liquidity due to the presence of a
large unencumbered property pool.  Unencumbered assets
(unencumbered annualized 4Q'11 net operating income [NOI] divided
by a stressed 9% cap rate) to unsecured debt was 2.0x, which is
appropriate for the 'BBB' rating.

The portfolio exhibits the potential for increased cash flow
volatility from recent acquisitions in RIDEA operating
partnerships, which represent 13.9% of total annualized 4Q'11 NOI.
Separately, the Centers for Medicare and Medicaid Services (CMS)
announced in July 2011 that it is reducing Medicare skilled-
nursing facility (SNF) Prospective Payment System (PPS) payments
in fiscal 2012 by $3.87 billion or 11.1% relative to fiscal 2011.
While HCN's tenants exhibit adequate rent (EBITDARM) coverage of
1.38x for the seniors housing triple net portfolio and 2.22x for
the SNF portfolio, reductions in SNF PPS will likely result in
moderate declines in cash flow coverage.  This change in
reimbursement is indicative of the overall regulatory risk that
the healthcare REIT sector will continue to endure, especially
given government budget issues.

HCN's portfolio exhibits moderate tenant concentration resulting
from the 2011 acquisition of certain assets of Genesis HealthCare.
As of Dec. 31, 2011, Genesis was the largest tenant, representing
17.2% of invested capital.  The next largest tenant is Merrill
Gardens at 7.9% of invested capital. The large concentration
exposes HCN to increased individual tenant credit risk.

The Stable Rating Outlook centers on HCN's solid normalized credit
metrics, laddered debt maturity schedule and strong liquidity
position.  The Outlook also takes into account Fitch's view that
assets within the senior healthcare sector will continue to
benefit from solid fundamentals, positive demographic trends, and
limited new supply.

The two-notch differential between HCN's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'.  Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis' these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

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

  -- Fixed-charge coverage sustaining above 3.0x (for 2011, fixed
     charge coverage was 2.3x but is expected to improve pro forma
     for recent acquisitions and the 1Q'12 common and preferred
     equity offerings);

  -- Leverage sustaining below 5.0x (as of Dec. 31, 2011, leverage
     was 6.5x but is expected stabilize in the mid 5.0x range pro
     forma for recent acquisitions and the 1Q'12 equity offering);

  -- Unencumbered assets-to-unsecured debt sustaining above 3.0x
     (unencumbered annualized 4Q'11 NOI divided by a stressed 9%
     cap rate to unsecured debt was 2.0x as of Dec. 31, 2011).

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

  -- Fixed-charge coverage sustaining below 2.5x;
  -- Leverage sustaining above 6.0x;
  -- Deteriorating tenant/operator cash flow coverage of rent;
  -- Unencumbered assets-to-unsecured debt sustaining below 2.0x;
  -- A base case liquidity coverage ratio sustaining below 1.0x.


HEALTH CARE: S&P Rates $287.5-Mil. Preferred Stock at 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
$287.5 million 6.5% series J cumulative redeemable preferred stock
issued by Health Care REIT Inc.

"Health Care REIT has called for redemption of its $100 million 7
7/8% series D and $175 million 5/8% series F preferred securities.
The company indicated that it will use proceeds to redeem these
two series of preferred securities and should save about $2.5
million in annual preferred dividends, which we believe will
modestly benefit fixed-charge coverage (FCC)," S&P said.

"Our rating on Toledo-based Health Care REIT reflects a
satisfactory business risk profile supported by its large and
diversified health-care portfolio that is largely private pay
(70%), seasoned management, and rent coverage that should continue
to produce stable cash flow. We acknowledge the company's
significant growth and the addition of exposure to senior housing
assets structured through taxable REIT subsidiaries, which could
increase cash flow volatility due to their sensitivity to economic
trends. We view the financial risk profile as intermediate marked
by moderate leverage and sufficient FCC for the current platform
and rating, and adequate liquidity. The company has funded a
majority its recent growth with equity, and we expect HCN will
continue to prudently underwrite and finance new investments," S&P
said.

"We maintain a positive outlook, which reflects our view that we
may raise HCN's rating over the next 12-24 months if HCN pursues
accretive growth that is financed prudently, such that key credit
metrics strengthen. This includes sustaining FCC at or above 2.5x
and debt-plus-preferred/EBITDA near 6.0x-6.5x, while also
maintaining adequate liquidity. An upgrade will also hinge on the
smooth integration of recent acquisitions, as well as the ability
of its SNF operators to absorb recent and potential future cuts to
government reimbursement without hindering HCN's rental stream. We
would revise our outlook back to stable or lower our rating if HCN
pursues aggressive debt financed growth, experiences integration
challenges, or portfolio/tenant stress that weighs on FCC so that
it deteriorates below 2.3x for a prolonged period," S&P said.

Rating List

Health Care REIT Inc.
Corporate credit rating          BBB-/Positive

New Rating
Health Care REIT Inc.
$287.5 million 6.5%
Series J Pfd.                    BB


HEARTHSTONE HOMES: Wells Fargo Disputes Distribution of Proceeds
----------------------------------------------------------------
Hearthstone Homes, Inc., faced opposition from Wells Fargo N.A.,
the primary lender, in its bid to sell one home that is included
in its inventory.  The Debtor proposed to sell property located in
a subdivision in Sarpy County, Nebraska, free and clear of liens,
claims and encumbrances in the ordinary course of business.  All
liens, claims and encumbrances will attach to the sale proceeds.

Wells Fargo consented to the sale but disputed the distribution of
the sale proceeds.

The Debtor indicated that the sale proceeds will be consumed
entirely by payment of closing costs, taxes and association dues,
title/escrow charges, the Wells Fargo claim against the property,
disbursements to the holders of perfected liens against the
property and a small holdback for payment of work to be completed.

Wells Fargo said the Debtor's counsel has represented to the bank
that less than 22% of the proceeds will be paid to it, while
subcontractors with junior liens will be paid 100% of their lien
amounts.

Wells Fargo said that, after payment of real estate taxes and
special assessments, standard closing and escrow fees, and
contracted brokerage commission, the remaining sale proceeds
should be escrowed with First American Title Company.

In a Feb. 28, 2012 order, the Bankruptcy Court granted, in part,
and denied, in part, the Debtor's Sale Motion.  The Court approved
the sale but held that the net proceeds should be held in escrow
pending further Court order.

The sale of the property was scheduled to close Feb. 29, 2012.
Court filings by both the Debtor and Wells Fargo did not indicate
the sale price.

Wells Fargo asserts encumbrances against the bulk of the Debtor's
assets.  Wells Fargo said in court papers it is owed $17 million.
Many of the homes owned by the Debtor also are subject to
perfected or inchoate liens filed or to be filed by contractors
who have provided goods and services for their construction.

Wells Fargo is represented by:

         David J. Skalka, Esq.
         Robert M. Gonderinger, Esq.
         CROKER HUCK KASHER DeWITT ANDERSON & GONDERINGER LLC
         2120 South 72nd Street, Suite 1200
         Omaha, NE 68124
         Tel: 402-391-6777
         Fax: 402-390-9221

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.


HEARTHSTONE HOMES: Sec. 341 Creditors' Meeting Set for March 21
---------------------------------------------------------------
The U.S. Trustee in Omaha, Nebraska, will hold a meeting of
creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case
of Hearthstone Homes, Inc., on March 21, 2012, at 2:00 p.m. at
Omaha's 341 Meeting Room.

The debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors. Creditors
are welcome to attend, but are not required to do so. The meeting
may be continued and concluded at a later date specified in a
notice filed with the court.

Proofs of claim are due June 19, 2012.

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.


HMK MATTRESS: S&P Assigns Prelim. 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B-'
corporate credit rating to HMK Mattress Holdings LLC (Sleepy's).
The outlook is stable.

"At the same time, we assigned a preliminary 'B-' issue-level
rating with a preliminary '3' recovery rating to the proposed $170
million term loan issued by HMK Mattress Intermediate LLC. The '3'
recovery rating indicates our expectation for meaningful (50% to
70%) recovery of principal in the event of a payment default," S&P
said.

"Sleepy's intends to use proceeds from the term loan, preferred
stock issuance, and cash on hand to fund a $278 million dividend
to existing shareholders and refinance approximately $35 million
in mortgage notes and other existing indebtedness," S&P said.

"The rating on Sleepy's reflects Standard & Poor's expectation
that moderate operational improvement and consistent cash flow
generation will offset the relatively large debt load the company
is acquiring in the transaction," said Standard & Poor's credit
analyst Diya Iyer.

"The outlook is stable. Pro forma credit metrics are in line with
the rating category, and we expect that operational improvement
and modest debt reduction will result in improved credit measures
over the intermediate term. We could lower the rating if liquidity
narrows and the company's interest coverage ratio approaches 1.0x.
This could occur if sales decline by a low- to mid-single-digit
percent rate and gross margins fall 400 basis points from
expectations. It could also occur if SG&A grows at a double-digit
percent rate compared with the current mid-single-digit rate. In
this scenario, EBITDA would decline 35%. Given Sleepy's credit
measures, acquisition integration risks, and continued geographic
expansion, we are not expecting to raise our ratings over the near
term," S&P said.


HUDSON HEALTHCARE: Bondholders Seek Bankruptcy for Municipal Owner
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that three bondholders owed
$54.2 million filed an involuntary Chapter 11 bankruptcy petition
against Municipal Corrections LLC, a private company that owns a
Georgia prison, in order to halt a tax-lien sale that could result
in the company forfeiting the property.

                      About Hudson Healthcare

Hudson Healthcare Inc. is a non-for-profit corporation formed
under the laws of the State of New Jersey.  Until the sale of
Hoboken University Medical Center by the Hoboken Municipal
Hospital Authority, the Debtor owned and managed the day-today
operations of the Hospital on the Authority's behalf pursuant to a
Manager Agreement dated Feb. 1, 2007.  Other than certain contract
rights, other intangibles, and approximately 12 vehicles, the
Debtor did not own any Hospital assets.

Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J.
Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets
and debt of less than $50 million.  Affiliate Hoboken Municipal
Hospital Authority also sought Chapter 11 protection.

Attorneys at Trenk, DiPasquale, Webster, Della Fera & Sodono,
P.C., in West Orange, N.J., serve as counsel to the Debtor.
Daniel T. McMurray, the patient care ombudsman, has tapped
Neubert, Pepe & Monteith, P.C., as his counsel effective Aug. 25,
2011.  The Official Committee of Unsecured Creditors of Hudson
Healthcare has retained Sills Cummis & Gross P.C., in Newark,
N.J., as its counsel, nunc pro tunc to Aug. 12, 2011.  JH Cohn LLP
serves as Financial Advisor to the Committee.  Epiq Bankruptcy
Solutions, LLC, is the Claims and Noticing Agent and Solicitation
Agent.


HUNTER DEFENSE: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on U.S.-based Hunter Defense Technologies Inc. and
revised the outlook to negative from stable. "At the same time, we
lowered our issue ratings on its first-lien debt one notch to 'BB-
' and revised the recovery rating to '2' from '1'," S&P said.

"The outlook revision to negative is based on near-term demand
uncertainty combined with earnings lower than we had expected,"
said Standard & Poor's credit analyst Chris Mooney.

Hunter has experienced delays in orders due to the late signing of
the fiscal 2012 defense budget, pressure on future U.S. defense
budgets, and changing mission requirements.

"Although we expect earnings to stabilize at current levels in the
next few months and eventually improve modestly, we believe a
significant amount of uncertainty still surrounds the U.S. defense
budget," Mr. Mooney added. "In particular, because of the huge
federal budget deficit and current political landscape, Standard &
Poor's doesn't believe that the fiscal 2013 defense budget will be
signed into law on time, by the start of the fiscal year on
Oct. 1, 2012. This could result in delays in orders for Hunter's
products, as the military will be likely be funded via a
continuing resolution, which limits spending to prior-year levels,
until the budget is passed."

Demand for Hunter's products could fall moderately over time
because of currently planned reductions in defense spending.
Hunter manufactures products that support U.S. troops such as
tactical shelters; environmental control units (ECU) and power
systems; and military heaters and chemical, biological,
radiological, and nuclear (CBRN) filters and systems.

"Standard & Poor's assesses Hunter's financial risk profile as
'aggressive' due to its 'less than adequate' liquidity and
very aggressive financial policy, tempered by good free cash flow
generation. Standard & Poor's views the company's business risk
profile as 'weak' because of its modest revenue base and somewhat
limited product diversity," S&P said.


INKIA ENERGY: Fitch Affirms 'BB' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed Inkia Energy's Ltd (Inkia) foreign and
local currency Issuer Default Rating (IDR) at 'BB-'.  The rating
action affects USD300 million of senior unsecured notes due 2021.
The Rating Outlook is Stable.

Inkia' ratings are supported by the strength of the credit quality
of its most important subsidiary, Kallpa, which is a 581 MW
Peruvian thermoelectric generation company.  Inkia has a 75%
participation in Kallpa, whose credit quality is supported by its
contractual position and competitive cost structure. I nkia's
ratings also incorporate the geographic diversification of its
assets, large expansion project and expected improvements in its
financial profile following the completion of these projects.

Kallpa's credit quality is supported by its competitive cost
structure and its contracted position.  Kallpa has entered into 34
power purchase agreements (PPAs).  These PPAs, combined, amount to
approximately 650MW of annual contracted capacity, on average,
over the next 12 years.  These agreements add to cash flow
stability and predictability.  They are denominated in USD,
reducing the company's exposure to foreign exchange risk, as the
bulk of the company's debt is denominated in the same currency.

The company is currently undergoing an expansion project, which
will strengthen its financial profile.  The expansion will
increase installed capacity to 869 MW from 581 MW through the
installation of a 288 MW combined cycle unit.  This project is
scheduled to be completed in 2012 and will conclude the final
phase of the construction at this facility which began production
in 2007 with an initial capacity of 184 MW.  The project is fully
funded.  Following completion, Kallpa will represent approximately
40% of cash flow to the holding company and more than half of
consolidated EBITDA; Kallpa's EBITDA should increase by
approximately USD100 million to USD150 million and decrease
leverage at this subsidiary to between 2.5 - 3.0 times (x).

Inkia's stand-alone financial profile is currently weak for the
rating category.  Following the debt issuance and equity infusion,
representing 75% equity interest, into the Cerro del Aguila
project (Cerro), Inkia's consolidated leverage increased to
approximately 5.0 times (x), excluding non-recourse project
finance debt at the Cerro level.  The Cerro project is expected to
cost USD900 million and is expected to be funded with non-recourse
project-like debt and equity contribution from Inkia and its
partner.  In 2012 and 2013, consolidated leverage, excluding
Cerro, is expected to improve to approximately 3.5 times as Kallpa
enters commercial operation.

As of Sep, 2011, Inkia's consolidated EBITDA (plus dividends) and
funds from operations (FFO) were USD145.8 million and USD69.4
million, respectively. Inkia had a total consolidated debt of
USD891.7 million as of Sep. 30, 2011.  After giving equity credit
to a USD161.9 million intercompany loan from its parent, Israel
Corp., Inkia's adjusted debt was USD729.7 million resulting in a
leverage ratio, as measured by total debt with equity credit to
EBITDA (plus dividends), of 5.0x.

Inkia's liquidity position is adequate.  As of Sep. 30, 2011, the
company's consolidated cash position amounted to USD363.0 million,
of which USD219.1 million was at the holding company and USD141.2
million was at consolidated subsidiaries.  The company's liquidity
position is supported by its cash on hand, readily monetizable
assets as well as dividends and disbursements, which range between
USD20 million and USD30 million, from its different subsidiaries.
Inkia owns 21% of Edegel, which is the largest generation company
in Peru with a current market capitalization of approximately
USD1.7 billion.

The company also benefits from favorable access to the local
capital markets to finance investment projects at the
subsidiaries' level.  Currently, the company has been able to
secure 100% of the required funds to finance Kallpa's combined
cycle expansion by issuing debt in the local market and raising
committed equity through partners.  The holding company also
benefits from the financial flexibility provided by its
intercompany debt as it does not carry a fixed amortization
schedule and does not share collateral (shares on assets) with
Inkia's bonds.

Inkia's ratings also take into consideration the company's
geographic diversification. Excluding its Peruvian operations, the
company generated over 50% of its 2010 consolidated EBITDA (plus
dividends) from assets located in Bolivia (rated 'B+' by Fitch),
the Dominican Republic (rated 'B' by Fitch), Jamaica (rated 'B-'
by Fitch), and El Salvador (rated 'BB' by Fitch).  Over the next
year, cash flow from these assets will be of strategic importance
for Inkia, until the Kallpa expansion is completed and begins to
distribute dividends (second half of 2012).

The consolidated credit metrics of Inkia should continue to be
characterized by relatively high leverage ratios in the medium
term, as the company continues its expansion strategy and finances
growth with debt both at project level and holding company level.
On a stand-alone basis, Inkia's holding company credit metrics
will improve to levels consistent with the assigned rating once
the current conversion to a combined cycle plant at Kallpa enters
commercial operations.

Inkia's debt is structurally subordinated to debt at the operating
companies. As of Sept. 30, 2011, total debt at the subsidiary
level amounted to approximately USD429 million or 60% of
consolidated adjusted debt.  The bulk of this debt is represented
by notes issued by Kallpa to fund the capacity expansion.
project-finance like debt that has a standard covenants package
including dividend restrictions and limitations on additional
indebtedness.  Specifically, Kallpa is restricted from making
dividend payments to Inkia if its debt service coverage ratio
(DSCR) falls below 1.2 times (x).  Fitch's expects Kallpa's DSCR
to reach its lowest point in 2014 at 1.5x.

A negative rating action could be triggered by a combination of
the following factors; leverage does not moderate at Kallpa after
it completes its combined cycle expansion project; Inkia pursues
additional opportunities in generation without an adequate amount
of additional equity; or the company's asset portfolio becomes
more concentrated in countries with high political and economic
risk.

Although a positive rating action is not expected in the near
future, any combination of the following factor could be
considered; the Peruvian operation's cash flow contribution
increases beyond current expectations; and/or leverage declines
materially.


INSIGHT COMMUNICATIONS: S&P Withdraws 'B+' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating on New York City-based Insight Communications Co.
Inc. This action follows the completion of Time Warner Cable's
acquisition of Insight. "We also withdrew our 'B+' issue-level
rating and '3' recovery rating on subsidiary Insight Midwest
Holdings LLC's credit facility, which was terminated at the
closing of the transaction," S&P said.

"At the same time, we raised the issue-level rating on Insight's
9.375% senior notes due 2018 to 'BBB', the same rating as the Time
Warner Cable debt and we closed the CreditWatch with positive
implications. Time Warner Cable plans to redeem 35% of the
principal amount of these notes on March 30, 2012, with the
remaining 65% to be redeemed on April 2, 2012. We will withdraw
the issue-level and recovery ratings on the Insight notes when
this redemption occurs," S&P said.


JACOBS ENTERTAINMENT: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Golden,
Colo.-based Jacobs Entertainment Inc., including its 'B-'
corporate credit rating. The rating outlook is stable.

"At the same time, we withdrew our issue-level rating on the
company's prior credit facility, which was recently amended and
restated," S&P said.

"Our 'B-' corporate credit rating on Jacobs reflects our
assessment of the company's financial risk profile as 'highly
leveraged' and our assessment of the company's business risk
profile as 'vulnerable,'" S&P said.

"Our assessment of Jacobs' financial risk profile as highly
leveraged reflects our belief that, despite the extension of the
majority of the company's term debt under its credit agreement,
Jacobs will need to address debt maturities across its entire
capital structure in the next 12 to 18 months, given the December
2013 maturity of the amended and restated term loan and the June
2014 maturity of the company's $210 million senior notes," S&P
said.

"Our assessment also reflects our belief that the cushion under
the net total debt to EBITDA covenant under the credit facility
could thin in 2012, based on our forecast for performance this
year," said Standard & Poor's credit analyst Ariel Silverberg. "We
believe these risk factors are only partly offset by our
expectation that Jacobs' credit measures will remain good for the
current rating. At Sept. 30, 2011, adjusted leverage and coverage
were 5.7x and 1.9x."

"Our assessment of Jacobs' business risk profile as vulnerable
reflects the second-tier nature of its gaming properties, many of
which operate in highly competitive markets. We believe these risk
factors are only partially offset by Jacobs' good geographic
diversity and fairly stable operating performance," S&P said.

"Our stable rating outlook on Jacobs reflects our expectation for
credit measures to remain good for the rating, but we also believe
the company will need to address debt maturities across its entire
capital structure in the next 12 to 18 months. We believe the
cushion under the net total debt to EBITDA covenant could thin to
5% or below by the second quarter, based on our performance
expectations and in conjunction with the fact that the covenant
level steps down this year. We believe that, given Jacobs' recent
amendment and restatement and low senior leverage, its lenders
would be amenable to an amendment if needed," S&P said.

"Higher ratings are unlikely until the company addresses its
longer term refinancing needs, and would also be contingent on our
performance outlook at that time. We would consider lower ratings
if there were a meaningful deterioration in EBITDA and credit
measures, as this could raise uncertainty regarding the company's
ability to address its refinancing needs in a timely manner," S&P
said.


JAMES FALL FLOWERS: Farmers Bank May Continue Foreclosure
---------------------------------------------------------
Judge Richard L. Speer granted the Farmers and Merchants State
Bank relief from the stay in the Chapter 12 bankruptcy case of
James Fall Flowers & Produce, LTD.  The Court directed the Chapter
12 Trustee to abandon any and all interests held by the bank in
estate property.

When James Fall Flowers & Produce commenced the Chapter 12 case
(Bankr. N.D. Ohio Case No. 12-30400) on Feb. 7, 2012, its property
at 4919 South Avenue, Toledo, Ohio, was scheduled for an imminent
sale through a state court foreclosure action.  The Court noted
that the Debtor has not, in the ordinary course, made any payments
to the bank since September 2006, a period of over five years. The
only remuneration the bank has received on its claim since 2006
was a one time payment of $36,872, occurring when the Debtor sold
some holdings so as to enable the Debtor to effectuate a plan of
reorganization in a prior bankruptcy case.  The Court said there
is no reason to suppose that in the near future the Debtor will be
able to begin making meaningful ordinary course payments.

An affiliate of James Fall Flowers & Produce, James Edward Fall,
had been before the Bankruptcy Court in two separate Chapter 11
cases.  The first case (Case No. 08-33018) filed on June 10, 2008,
was ultimately dismissed by the Court on Jan. 8, 2009.

The Debtor's second case (Case No. 10-30375) was filed on Jan. 27,
2010.  In this case, the Court confirmed the Debtor's proposed
plan of reorganization on May 6, 2011.  No final decree had been
issued in the prior case pursuant to F.R.B.P. Rule 3022, and thus
the prior case remains administratively opened.

A copy of the Court's March 2, 2012 Decision and Order is availbe
at http://is.gd/ELc3Xmfrom Leagle.com.


JOBSON MEDICAL: Court Approves Plan Support Agreement
-----------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York authorized Jobson Medical
Information Holdings LLC and its debtor-affiliates to assume the
Prepackaged Plan Support Agreement.

The Court also ordered that the Debtors are not required to
satisfy the requirements of Bankruptcy Code Section 365(b)(1)
because no default exists under the PSA.  Accordingly, the Debtors
are not required to (a) cure, or provide adequate assurance that
the Debtors will promptly cure, any defaults under the PSA; (b)
compensate, or provide adequate assurance that the Debtors will
promptly compensate the parties to the PSA for any actual
pecuniary loss resulting from any default; or (c) provide adequate
assurance of further performance of the PSA.

The PSA will be solely for the benefit of the parties thereto and
no other person or entity shall be a third party beneficiary
thereof.  No entity, other than the parties to the PSA will have
any right to seek or enforce specific performance of the PSA.

                        The Chapter 11 Plan

The Debtors filed their proposed Chapter 11 Plan, dated Jan. 10,
2012, together with their bankruptcy petition.  The Debtors
solicited votes on the Plan in January.  Kurtzman Carson
Consultants has certified that secured lenders and holders of the
Class A equity have approved the Plan.

Any objection to the Solicitation Procedures, the Disclosure
Statement or confirmation of the Prepackaged Plan must be filed no
later than Feb. 29, 2012.

The Plan gives the company three more years to pay off its loan
and grants its secured lender equity in the new company.  Under
the Plan, maturity of first-lien debt will be extended by three
years and the lenders owed $117.4 million will be given 20% of the
equity.  Unsecured creditors with claims totaling about $2 million
will be paid in full.  The Plan allows the Class A shareholders to
retain 80% of the new stock.  The existing Class B shareholders
retain nothing.

Certain Holders of Claims and Interests in the Voting Classes
indicated their support for the Prepackaged Plan and agreed to,
among other things, a timeline for the confirmation of such
Prepackaged Plan and emergence from chapter 11.  The Plan Support
Agreement requires approval from the bankruptcy court through a
confirmation order no later than March 23.  The agreement also
requires consummation of the Plan by March 26.

                        About Jobson Medical

Jobson Medical Information Holdings LLC, a health-care information
and service provider, filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-bk-10434) on Feb. 2, 2012, along with
16 affiliates.  JMIH estimated assets and debt of as much as $500
million each in its petition.

Closely held Jobson, based in New York, works with pharmacies,
clinics, government and employer groups as well as specialty
medical groups to deliver medical information.

Judge Sean H. Lane presides over the case.  Lawyers at Lowenstein
Sandler PC led by Sharon L. Levine, Esq., serve as the Debtors'
counsel.  Kurtzman Carson Consultants LLC serves as claims and
noticing agent and as administrative agent.  The petition was
signed by Derek Winston, chief financial officer.

General Electrical Capital Corporation, as administrative agent to
the prepetition lenders (as successor to Toronto Dominion (Texas)
LLC in such capacity), is represented by Michael C. Rupe, Esq.,
and Heath D. Rosenblat, Esq., at King & Spalding LLP.


JOHNS-MANVILLE: Dist. Court Reverses $500MM Judgment v. Travelers
-----------------------------------------------------------------
District Judge John G. Koeltl reversed a final judgment of the
United States Bankruptcy Court for the Southern District of New
York (Lifland, J.), dated Jan. 20, 2011, requiring Travelers
Indemnity Company and Travelers Casualty and Surety Company to pay
more than $500 million to certain asbestos plaintiffs that had
filed direct actions against Travelers related to The Johns-
Manville Corporation bankruptcy case.  The Judgment sought to
enforce three settlement agreements that were executed by the
parties in 2004.  Because a condition precedent in the settlement
agreements was not satisfied, it was error to require Travelers to
make the settlement payments.  To that extent, therefore, the
judgment must be reversed, Judge Koeltl said.

The case is THE TRAVELERS INDEMNITY COMPANY AND TRAVELERS CASUALTY
AND SURETY COMPANY (F/K/A AETNA CASUALTY AND SURETY COMPANY),
Appellants, v. STATUTORY AND HAWAII DIRECT ACTION SETTLEMENT
COUNSEL AND COMMON LAW SETTLEMENT COUNSEL, Appellees, Nos. 11 Civ.
1312 (JGK), 11 Civ. 1329 (JGK) (S.D.N.Y.).  A copy of the Court's
Feb. 29, 2012 Opinion and Order is available at
http://is.gd/3efAf4from Leagle.com.

Andrew Tyler Frankel, Esq., and Barry Robert Ostrager, Esq. --
afrankel@stblaw.com and bostrager@stblaw.com -- at Simpson Thacher
& Bartlett LLP (NY), represent The Travelers Indemnity Company and
Travelers Casualty and Surety Company, formerly known as Aetna
Casualty and Surety Company.

The Statutory and Hawaii Direct Action Settlement Counsel is
represented by Kent Andrew Bronson, Esq., and Matthew Gluck, Esq.
-- kbronson@milberg.com and mgluck@milberg.com -- at Milberg LLP
(NYC).

Danielle Wildern Juhle, Esq., and Ronald Barliant,
Esq. -- danielle.juhle@goldbergkohn.com and
ronald.barliant@goldbergkohn.com -- at Goldberg, Kohn, Bell,
Black, Rosenbloom & Moritz, Ltd., represent the Common Law
Settlement Counsel.

The Asbestos Personal Injury Plaintiffs are represented by Peter
Carmine D'Apice, Esq. -- d'apice@sbep-law.com -- at Stutzman,
Bromberg, Esserman & Plifka, P.C.

                       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.


JOHNSON FUNERAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Johnson Funeral Home of Church Hill, LLC
          aka Church Hill Group, LLC
        320 Grandview Street
        Church Hill, TN 37642

Bankruptcy Case No.: 12-50396

Chapter 11 Petition Date: March 1, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Debtor's Counsel: Mark S. Dessauer, Esq.
                  HUNTER, SMITH & DAVIS, LLP
                  1212 North Eastman Road
                  P.O. Box 3740
                  Kingsport, TN 37664
                  Tel: (423) 378-8840
                  Fax: (423) 378-8801
                  E-mail: dessauer@hsdlaw.com

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

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

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

The petition was signed by H.L. Johnson, sole member.


KBT FREIGHT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: KBT Freight, Inc.
        Columbus
        8270 Orion Place, Suite 250
        Columbus, OH 43240
        Tel: (614) 880-9310

Bankruptcy Case No.: 12-51683

Chapter 11 Petition Date: February 29, 2012

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: John E. Hoffman, Jr.

Debtor's Counsel: Jeffrey K. Lucas, Esq.
                  LAW OFFICE OF JEFFREY K. LUCAS, INC.
                  1717 Bethel Road, Suite D
                  Columbus, OH 43220
                  Tel: (614) 326-0818
                  Fax: (614) 326-0771
                  E-mail: jeff@attorneylucas.com

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

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/ohsb12-51683.pdf

The petition was signed by Jim Pack, president.


KIRCHMEDIA: Deutsche Bank Declines $1-Bil. Kirch Settlement
-----------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that Deutsche Bank
AG on Thursday rejected a reported EUR800 million ($1.06 billion)
deal to end litigation brought by now-deceased German media mogul
Leo Kirch and his associates, who accused the bank's onetime CEO
of triggering the collapse of Kirch's conglomerate.

According to Law360, the bank said in a statement that its
management board had thoroughly reviewed the proposal with the aid
of internal and external legal advice and declined to accept it
without dissent.

                          About KirchMedia

Headquartered in Ismaning, Germany, KirchMedia GmbH --
http://www.kirchmedia.de/-- was the country's second largest
media company prior to its insolvency filing in June 2002.  The
firm's collapse, caused by a US$5.7 billion debt incurred during
an expansion drive, was Germany's biggest since World War II.
Taurus Holding is the former holding company for the Kirch
group.  The case is docketed under Case No. 14 HK O 1877/07 at
the Regional Court of Munich.


KLN STEEL: Avteq in Talks to Acquire Assets for $13 Million
-----------------------------------------------------------
My San Antonio, citing court documents, reports that Avteq Inc.
said it is negotiating a stock purchase agreement to acquire KLN
Steel Products Co. LLC and its sister companies -- Dehler
Manufacturing Inc. and Furniture by Thurston in California.

According to the report, an exact figure on the potential purchase
price hasn't been disclosed.  But the figure is comprised of the
payment of a $13 million bank loan, the assumption of debt on
various equipment, the assumption of building and equipment
leases, and some debt incurred after the bankruptcy filings,
according to Patricia Tomasco, Esq., the bankruptcy lawyer for KLN
and its sister companies.  The payment of employee benefits also
is part of the deal.

The report says KLN, Dehler and Furniture by Thurston anticipate
asking the bankruptcy court to approve a sale to the successful
bidder at an April 15 hearing.  At that hearing, the Court will
also consider confirmation of KLN's reorganization plan.  The
report notes creditors will have the chance to vote on whether to
accept the plan.

The report relates that part of the reorganization plans calls for
the sale of the companies' 400,000-square-foot headquarters
building at 4200 N. Pan Am Expressway.  The reorganized debtors,
though, intend to enter into a one-year lease for 70 percent of
the building.  The building formerly was owned by Friedrich Air
Conditioning Co. but now is owned by 4200 Pan Am LLC, a company
affiliated with KLN CEO Edward Herman. 4200 Pan Am also is in
bankruptcy.

The report notes that the Debtors may pursue legal action against
various parties to recover additional assets for the bankruptcy
estate.

                    About KLN Steel Products

KLN Steel Products Company LLC, Dehler Manufacturing Co. Inc., and
Furniture by Thurston manufacture and market high quality
furniture for multi-person housing facilities and packaged
services for federal government offices and dormitory facilities.
They have two manufacturing facilities.  One is in San Antonio,
Texas, which is consolidated and designed to accommodate high
volume fabrication of standard and semi-custom steel furniture and
casegoods of high quality for colleges and universities, military
quarters, and job corps centers, or wherever high quality, long
life, low maintenance furniture is essential.  The facility
includes a manufacturing facility of more than 170,000 square feet
capable of producing substantial projects on a timely basis.  The
second facility is located in Grass Valley, California, with more
than 61,000 square feet dedicated to the manufacturing of wood
furniture for military and university housing.

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Craig A. Gargotta oversees the case.  Patricia Baron
Tomasco, Esq., at Jackson Walker LLP, serves as the Debtors'
counsel.  Horwood Marcus & Berk Chartered serves as their special
counsel.  Conway MacKenzie, Inc., serves as financial advisor.
Each of the Debtors estimated assets and debts of $10 million to
$50 million.

San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011.
Judge Gargotta oversees the case, taking over from Judge H.
Christopher Mott.  Patricia Baron Tomasco, Esq., at Jackson Walker
LLP, serves as 4200 Pan Am's counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts. The
petition was signed by Edward J. Herman, manager.

4200 Pan Am sought joint administration of its case with those of
affiliates Dehler, Furniture By Thurston, and KLN.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of KLN Steel Products Company, LLC, et al., is represented
by Hall Attorneys, P.C.  The Committee tapped Navigant Consulting
(PI), LLC as its financial advisor.


LA PALOMA GENERATING: S&P Assigns 'B' Issue Credit Rating
---------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' issue credit
rating to La Paloma Generating Co. LLC's first-lien term bank
facility. "We also assigned a '1' recovery rating to the issue.
The outlook is stable," S&P said.

"La Paloma used proceeds from the term loan facilities to repay
the existing $265 million secured first-lien term loan B due 2012
and second-lien $155 million term loan C due 2013, as well as to
prefund a debt service reserve, a $30.2 million synthetic letter
of credit, and a $20 million major maintenance account for 2011-
2013," S&P said.

"La Paloma's rating reflects the adverse effect on its near-term
financial performance of depressed natural gas prices and the
inability, under existing tolling agreements, to recover carbon
costs that it will incur under requirements of California's cap-
and-trade law in 2013," said Standard & Poor's credit analyst
Michael Ferguson.

The project also faces refinancing risk at maturity of its large
debt burden that has limited amortization requirements, although
the cash sweep could help reduce debt to more moderate levels. The
use of tolls and hedges for three of its four units through 2015
supports the rating over the intermediate term but, longer term,
La Paloma remains exposed to the volatile merchant power market.

"The outlook on the debt is stable. We expect La Paloma's hedging
program to provide cash flow stability, and the cash sweep should
help pay down debt by more than two-thirds at maturity, under our
base case assumptions. Over the near term, La Paloma will be
adversely affected by the low natural gas prices and the
inability, under the existing MS toll, to recover carbon costs
that the project will incur under California's carbon compliance
requirements in 2013. We could lower the ratings if La Paloma's
heat rate degrades, availability goes down, or O&M costs increase
above expectations. We could also downgrade if the hedge program
fails to stabilize cash flow to the extent projected. An upgrade
is unlikely over the next one to two years," S&P said.


LEHMAN BROTHERS: Wins Approval for Gianni as Special Counsel
------------------------------------------------------------
Lehman Brothers Holdings Inc. received a go-signal from the U.S.
Bankruptcy Court in Manhattan to hire Gianni, Origoni, Grippo,
Cappelli & Partners as its special counsel effective July 1,
2010.

Gianni has served as an "ordinary course" professional of the
company.  Its fees and expenses, however, exceeded the $1 million
compensation cap for OCPs, prompting Lehman to file the
application pursuant to Section 327 of the Bankruptcy Code.

The firm will continue to provide the same services, which
include representing Lehman Brothers Derivative Products Inc. and
Lehman Brothers Special Financing Inc. in cases before the Rome
Civil Court.  Gianni will also advise Lehman's affiliated debtors
with respect to transactions aimed at liquidating their assets in
Italy.

Lehman proposed to pay Gianni for its services on an hourly basis
and reimburse the firm for its expenses.

The hourly rate for the firm's associates range from EUR160 to
EUR250 while the rate for its partners ranges from EUR340 to
EUR460.  Meanwhile, the firm's senior partners are paid EUR600
per hour while its senior associates and counsel are paid EUR300
per hour.

In court papers, Andrea Hartley, Esq., a partner at Gianni, said
her firm does not hold nor represent interest adverse to Lehman
or its estate.

                      About Lehman Brothers

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

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

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


LEHMAN BROTHERS: Wins OK for Godfrey as Counsel
-----------------------------------------------
The committee overseeing the fees and expenses of professionals
retained in Lehman Brothers Holdings Inc.'s Chapter 11 cases,
received the Bankruptcy Court's authority to employ Godfrey & Kahn
S.C. as its counsel.

The fee committee tapped the law firm to provide legal and
administrative support services including representing the
committee in connection with:

  (1) monitoring, reviewing or objecting to the fees and
      expenses of the retained professionals;

  (2) establishing measures to help the Court ensure that
      compensation and expenses paid are "reasonable, actual,
      and necessary;"

  (3) reviewing all monthly statements and fee applications
      submitted by the professionals since the bankruptcy
      filing;

  (4) interposing objections to and being heard in any hearing
      or other proceedings to consider applications for fees and
      reimbursement of expenses filed by the professionals to
      the extent permitted by the bankruptcy law;

  (5) serving objections to monthly statements, in whole or in
      part, precluding the payment of the amount questioned;

  (6) preparing applications in connection with the fee
      committee's retention of other professionals and
      consultants;

  (7) conducting discovery in the event of a contested matter
      between the fee committee and any professional;

  (8) negotiating with the professionals regarding objections to
      fee applications and monthly statements and resolving
      those objections;

  (9) presenting reports to the professionals with respect to
      the fee committee's review of applications before filing
      an objection to applications for compensation;

(10) filing summary reports periodically with the Court on the
      professionals' applications;

(11) establishing guidelines and requirements for the
      preparation and submission to the fee committee of non-
      binding budgets by the professionals; and

(12) attending meetings between the fee committee or its
      chairman and the professionals.

Godfrey & Kahn will be paid a flat fee of $250,000 each month.
Payment for the services of Richard Gitlin, who replaced Kenneth
Feinberg as fee committee's independent member, will be taken
from the flat fee.

The flat fee won't include the expenses of Godfrey & Kahn and the
independent member, or the fees and expenses of any other
consultants and auditors already retained by the fee committee or
subsequently retained.

The $250,000 monthly fee won't include the actual fees and
expenses incurred in connection with the appointment of the new
independent member and the Fee committee's counsel, resolution of
issues related to the applications for payment of fees and
reimbursement of expenses, among other things.

In an affidavit, Brady Williamson, Esq., a shareholder and member
of Godfrey & Kahn's board of directors, assures the Court that
his firm does not hold interest adverse to the Debtors and their
estates.

                      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: Safe Harbor Law Takes Center Stage in JPM Fight
----------------------------------------------------------------
The so-called safe harbor in U.S. bankruptcy law takes the center
stage in the legal fight between Lehman Brothers Holdings Inc.
and J.P. Morgan Chase & Co. over claims that the bank illegally
siphoned billions of dollars from the company before its
bankruptcy filing.

JPMorgan called for the dismissal of an $8.6 billion lawsuit that
the company filed against the bank.  The bank argued that its
requests for more collateral in the weeks before Lehman's
collapse were related to repurchase contracts and derivatives
that fall under U.S. bankruptcy law's safe harbors, Daily
Bankruptcy Review reported.

Safe harbor laws can shield some financial transactions from
being included in the pool of assets divided among creditors when
a company files for Chapter 11.

Certain financial contracts like repurchase agreements, swaps and
securities settlements have long been afforded a special
exemption under bankruptcy law providing counterparties with a
safe harbor from the automatic stay, which bars creditors from
immediately seizing property for payment of a debt.

Over the past 30 years, the safe-harbor provisions have been
expanded to include other derivatives.  In 2005, these provisions
were amended to include mortgage-backed securities used to secure
repurchase agreements, overnight collateral-backed credit lines.
Prior to the 2005 amendments, only repurchase agreements backed
by U.S. Treasury securities or similar securities explicitly had
safe-harbor protection.

Earlier, Lehman and the committee representing unsecured
creditors contend that the transactions JPMorgan seeks to
immunize were not protected by the safe harbor because they were
not settlements of securities transactions.

Lehman filed the lawsuit to recover billions of dollars that J.P.
allegedly seized as collateral.  J.P. Morgan, which served as the
company's main clearing bank in the 2008 financial crisis,
allegedly threatened to discontinue its services unless the
company posted excessive collateral.

                      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)


LIGHTSQUARED INC: Bank Debt Trades at 61% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which LightSquared Inc.
is a borrower traded in the secondary market at 39.33 cents-on-
the-dollar during the week ended Friday, March 2, 2012, an
increase of 1.46 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 1200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
1, 2014.  The loan is one of the biggest gainers and losers among
171 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                         About LightSquared Inc.

LightSquared Inc. -- http://www.lightsquared.com/-- operates an
open wireless broadband network company.  Reuters reported that
hedge fund manager Philip Falcone is ruling out a bankruptcy
filing for LightSquared even as sources familiar with the matter
said the company was seeking restructuring advice.  Reuters also
reported that two people familiar with the matter said
LightSquared has already hired investment bank Moelis & Co. as a
restructuring advisor.


LOS ALAMOS: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Los Alamos Plaza, LLC
        P.O. Box 1532
        Pacific Palisades, CA 90272

Bankruptcy Case No.: 12-10795

Chapter 11 Petition Date: February 29, 2012

Court: U.S. Bankruptcy Court
       District of New Mexico (Albuquerque)

Debtor's Counsel: Koo Im Sakayo Tong, Esq.
                  MOORE, BERKSON, & GANDARILLA, P.C.
                  P.O. Box 7459
                  Albuquerque, NM 87194
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  E-mail: kooimt@swcp.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 six largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/nmb12-10795.pdf

The petition was signed by Daniel G. Zerfas, managing member.


LOS ANGELES DODGERS: Admin. Expense Bar Date Set for March 26
-------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has established 5:00 p.m. (prevailing Eastern Time) on
March 26, 2012, as the deadline for any person or entity to file
requests for the allowance of administrative expense claim against
Los Angeles Dodgers LLC, et al.

The Court added that the bar date is only for claims that may have
arisen on or before Feb. 22, 2012.

All original requests for payment of administrative expense claim
must be filed at this address:

         LADLLC Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         FDR Station, P.O. Box 5115
         New York, NY 10150-5115

or, by overnight delivery service or by hand delivery at this
address:

         LADLLC Claims Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, 3rd Floor
         New York, New York 10017

                     About Los Angeles Dodgers

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

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

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

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

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

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

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

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

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


LOS ANGELES DODGERS: To Present Plan for Confirmation on April 13
-----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware will convene a hearing on April 13, 2012, at
10:00 a.m. (prevailing Eastern Time), to consider the confirmation
of Los Angeles Dodgers LLC, et al.'s Plan of Reorganization.
Objections, if any, are due March 23, at 4:00 p.m. (prevailing
Eastern Time).

Written ballots accepting or rejecting the Plan are due 4:00 p.m.
(prevailing Pacific Time) on March 16.

Copies of the DS order, the Plan and the Disclosure Statement are
available for inspection on the Court's website at
http://www.deb.uscourts.gov. Copies may also be obtained online
at the Debtors' reorganization website at
http://dm.epiq11.com/LAD,or by written request to this address:

         Epiq Bankruptcy Solutions, LLC
         Attn: LA Dodgers
         757 Third Avenue, 3rd Floor
         New York, NY 10017
         Tel: (866) 777-0744

As reported in the Troubled Company Reporter on Jan. 24, 2012, the
Debtors have filed a Chapter 11 plan that resolves fully the
financial challenges confronting the Dodgers that precipitated the
filing by the Debtors of the Chapter 11 cases through a sale of
all of the equity of the Dodgers, which will result in a change in
ownership of the team.

As a result of the intended sale and the related reorganization of
the Debtors, the plan contemplates that all creditor claims will
be satisfied in full either through their assumption by the
reorganized debtors or by the payment of cash from proceeds from
the sale of the Dodgers.

The club stated, "The Dodgers are fully committed to maximizing
the value of the debtors' estates.  The Dodgers are not only a
storied franchise with truly global appeal, but also present the
attractive potential for strong cash flow and significant value
enhancement.  The combination of these unique attributes is
helping to drive significant interest from potential bidders in
the Dodger sale process.  The Dodgers expect to identify the
highest and best bid prior to the Confirmation Hearing, which is
anticipated to be in April."

Implementation of the Plan of Reorganization will include the
consummation of a sale transaction on or promptly following the
effective date of the Plan.  The Debtors expect the Effective Date
will occur on or before April 30, 2012.

                   About Los Angeles Dodgers

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

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

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

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

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

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

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

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

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


LOS ANGELES DODGERS: Seek to Shield McCourt From Injured Fan Suit
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that fear that exiting
owner Frank McCourt will stick the Los Angeles Dodgers with the
potential damages for the beating at Dodger Stadium of Bryan Stow
spurred the team to seek the aid of a bankruptcy judge last week.

                     About Los Angeles Dodgers

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

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

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

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

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

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

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

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

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


MARSICO HOLDINGS: Bank Debt Trades at 61% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Marsico Holdings,
LLC, is a borrower traded in the secondary market at 38.60 cents-
on-the-dollar during the week ended Friday, March 2, 2012, a drop
of 0.48 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Dec. 14, 2014.  The
loan is one of the biggest gainers and losers among 171 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Marsico Holdings, LLC, is the new indirect parent of Marsico
Capital Management, LLC, and Marsico Fund Advisors, LLC.  Marsico
Capital Management is a Denver-based asset management firm
offering investment services to institutional and retail
investors.

The last rating action was taken on Oct. 13, 2010, when Moody's
downgraded the ratings of Marsico Parent Company, LLC's senior
secured bank facilities to Caa2 from Caa1and put them on review
for further downgrade.  In addition, the rating of Marsico Parent
Holdco, LLC's senior note was downgraded to C from Ca with a
stable outlook.  In the same rating action, Moody's also put the
Caa3 corporate family rating of Marsico Parent on review for
possible downgrade.  Moody's affirmed Marsico Parent's senior
unsecured notes at Ca and changed the outlook to stable from
negative.


MASCRAL, INC.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mascral, Inc.
        P.O. Box 549
        Zirconia, NC 28790

Bankruptcy Case No.: 12-10172

Chapter 11 Petition Date: February 29, 2012

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Asheville)

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: $1,440,300

Scheduled Liabilities: $1,453,246

The Company's list of its seven largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ncwb12-10172.pdf

The petition was signed by D. Samuel Neill, president.


MF GLOBAL: Holdings USA Files Chapter 11 Petition
--------------------------------------------------
MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-10863) in Manhattan on March 2, 2012,
six months after parent MF Global Holdings Ltd. collapsed into
bankruptcy.

MF Global Holdings USA has filed a motion seeking to have its case
jointly administered with the Chapter 11 cases of the prior
debtors.

MF Global Holdings USA provided administrative services to MF Ltd.
and its domestic subsidiaries.  These services include, but are
not limited to, administration of certain benefits programs,
payroll and human resources processing.  MF Ltd. and its domestic
subsidiaries reimbursed Holdings USA for these services.  Holdings
USA incurs various costs, which are allocated to, and reimbursed
by, MF Ltd. and its domestic subsidiaries. In addition, Holdings
USA is the holding company for the majority of the U.S.
subsidiaries of MF Global.

The commencement of MF Global Holdings Ltd.'s Chapter 11 cases in
October as well as the commencement of the SIPA proceeding against
MF Global Inc. negatively impacted Holdings USA.  The unit's
bankruptcy filing has been made to facilitate the ongoing orderly
wind-down of MF Global and its non-debtor affiliates.

To better facilitate the chapter 11 process, Louis J. Freeh, the
Chapter 11 trustee of the Debtors, will request various types of
relief in the First-Day Motions filed with the Court concurrently
herewith.

The Trustee has requested entry of an order making certain of the
orders entered in the chapter 11 cases for the Initial Debtors
applicable to Holdings USA.

Holdings USA had aggregate assets and liabilities, as of the
quarterly period ended Sept. 30, 2011, of approximately
$501 million and $68 million, respectively.

                         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.

Louis J. Freeh has been named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Trustee ha tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel; and (h) authorizing
the Committee to retain and employ (i) Dewey & LeBoeuf LLP, as the
Committee's counsel; and (ii) Capstone Advisory Group LLC as
financial advisor.

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 USA's Chapter 11 Case Summary
-------------------------------------------------
Debtor: MF Global Holdings USA Inc.
          fka Farr Whitlock Dixon & Co., Inc.
              Man Group USA Inc.
        1350 Avenue of the Americas, Second Floor
        New York, NY 10019

Bankruptcy Case No.: 12-10863

Chapter 11 Petition Date: March 2, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Brett H. Miller, Esq.
                  MORRISON & FOERSTER LLP
                  1290 Avenue of the Americas
                  New York, NY 10104
                  Tel: (212) 468-8051
                  Fax: (212) 468-7900
                  E-mail: bmiller@mofo.com

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion

The petition was signed by Laurie R. Ferber, authorized signatory.

Affiliates that previously filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
MF Global Holdings Ltd.               11-15058            11-02-11
MF Global Capital LLC                 11-15808            12-19-11
Market Services LLC                   11-15809            12-19-11
MF Global FX Clear LLC                11-15810            12-19-11

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Jonathan Bass                      Contractual          $1,125,000
16 Madden Place                    Performance
Harrison, NY 10528                 Obligation

Oracle America                     Trade Payable          $795,791
P.O. Box 71028
Chicago, IL 60694

Equity Office                      Real Estate Lease      $750,374
P.O. Box 827652                    Obligation
Dept 16780
Philadelphia, PA 19182-7652

7 City Learning, Inc.              Trade Payable          $578,889
55 Broad Street, 3rd Floor
New York, NY 10004

WTD Consulting, Inc.               Trade Payable          $391,388
39 S Lasalle Street, Suite 1520
Chicago, IL 60603

Ernst & Young                      Trade Payable          $354,256
P.O. Box 96550
Chicago, IL 60693-6550

JV Kelly Group, Inc.               Trade Payable          $329,000
145 East Main Street
Huntington, NY 11743

James Fredrick Kemp                Contractual            $327,273
265 Brushy Ridge Road              Performance
New Canaan, CT 06840               Obligation

CDW Direct LLC                     Trade Payable          $290,163
P.O. Box 75723
Chicago, IL 60675-5723

The Yield Book, Inc.               Trade Payable          $208,600

Business Technology Partners, Inc. Trade Payable          $205,906

Archstone/ Hackett                 Trade Payable          $159,979

IBM                                Trade Payable          $150,300

Kevin F. Fitzgerald                Contractual            $150,000
                                   Performance
                                   Obligation

Crowe Horwath LLP                  Trade Payable          $146,377

Metlife                            Insurance Payable      $123,631

Nsc Global LLC                     Trade Payable          $117,190

American Express                   Trade Payable          $113,188

Seyfarth Shaw LLP                  Legal Fees Payable      $92,709

Occam Regulatory Solutions, LLC    Trade Payable           $88,500


MF GLOBAL: SIPA Trustee Removal Period Extended Until May 29
------------------------------------------------------------
James W. Giddens, the trustee appointed in the SIPA proceedings
against MF Global Inc., sought and obtained from Judge Martin
Glenn an extension to May 29, 2012, of his time to remove civil
actions and causes of action.

This extension is without prejudice to (a) any position the SIPA
Trustee may take regarding whether section 362 of the Bankruptcy
Code applies to stay Actions and (b) the right of the SIPA
Trustee to seek further extensions of time to remove any and all
Actions, Judge Glenn ruled.

As of the Petition Date, MFGI was a party to various civil
actions pending in other courts and tribunals.  Pursuant to Rule
9027(a)(2)(A) of the Federal Rules of Bankruptcy Procedure, the
SIPA Trustee has until January 30, 2012 to remove civil actions.

James B. Kodak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New
York, says the SIPA Trustee has begun the process of determining
whether removal is appropriate with respect to the Actions.  This
analysis requires review of the facts and the procedural posture
of each individual Action, and often must involve coordination
with the separate counsel who represented the Debtor in
connection with the Actions, he points out.  Accordingly, the
SIPA Trustee believes that the proposed extension of the Removal
Period should provide sufficient additional time to complete this
analysis.

The SIPA Trustee further asked that the extension be without
prejudice to: (a) any position the SIPA Trustee may take
regarding whether Section 362 of the Bankruptcy Code applies to
stay Actions; and (b) the right of the SIPA Trustee to seek
further extensions of time to remove any and all Actions.

                         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.

Louis J. Freeh has been named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Trustee ha tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel; and (h) authorizing
the Committee to retain and employ (i) Dewey & LeBoeuf LLP, as the
Committee's counsel; and (ii) Capstone Advisory Group LLC as
financial advisor.

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

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

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

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

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


MF GLOBAL: Ch. 11 Trustee's Time to Remove Actions Ends April 30
----------------------------------------------------------------
Louis J. Freeh, the Chapter 11 trustee for MF Global Holdings Ltd.
and its affiliates, sought and obtained from Judge Martin Glenn an
extension to April 30, 2012, his time to file notices of removal
of claims and causes of action relating to the Debtors' Chapter 11
cases.

Section 1452 of the Judiciary and Judicial Procedures and Rule
9027 of the Federal Rules of Bankruptcy Procedure govern the
removal of claims and causes of action pending as of the Petition
Date.  Section 1452 provides in pertinent part:

"A party may remove any claim or cause of action in a civil
  action other than a proceeding before the United States Tax
  Court or a civil action by a government unit to enforce such
  government unit's police or regulatory power, to the district
  court for the district where such civil action is pending, if
  such district court has jurisdiction of such claim or cause
  of action under Section 1334 of this title."

Rule 9027 sets forth the time in which a debtor may file notices
to remove claims or causes of action.  Rule 9027 provides in
pertinent part:

"If the claim or cause of action in a civil action is pending
  when a case under the Code is commenced, a notice of removal
  may be filed only within the longest of (A) 90 days after the
  order for relief in the case under the Code, (B) 30 days
  after entry of an order terminating a stay, if the claim or
  cause of action in a civil action has been stayed under
  Section 362 of the Bankruptcy Code, or (C) 30 days after a
  trustee qualifies in a Chapter 11 reorganization case but not
  later than 180 days after the order for relief."

Before the Petition Dates, the Debtors were parties to several
civil actions and proceedings.  Pursuant to Rule 9027,
January 30, 2012 is the deadline in the Initial Debtors'
bankruptcy cases for the Chapter 11 Trustee to remove those Civil
Actions to the Court.  The removal action deadline in the
Additional Debtors' bankruptcy cases is March 19, 2012.

Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York,
asserts that given his limited time in office, the Chapter 11
Trustee has focused his efforts on the administration of the
Debtors' estates and on establishing working relationships with
the administrators and trustees of the Debtors' affiliates,
including:

  * establishing case management procedures;

  * filing the Additional Debtors' petitions for protection
    under Chapter 11;

  * negotiating a consensual cash collateral agreement;

  * filing a notice of proof on behalf of the Debtors in the UK
    administered proceeding;

  * working with the trustee for MF Global Inc., an affiliate of
    the Debtors, to establish protocols for data sharing and
    communications between the estates;

  * working with the administrator of insolvency proceedings
    pending in the United Kingdom of affiliates of the Debtors
    to establish protocols for communication and addressing
    other time-sensitive and complex issues that have arisen in
    this case; and

  * working with the UK Administrator and the SIPA Trustee to
    effectuate a "Global Close" of the Debtors' books and
    records.

This crucial activity has left the Chapter 11 Trustee little time
to analyze the merits of the Civil Actions and the desirability
of removing them to the appropriate bankruptcy court, Mr. Miller
stresses.  Thus, extending the Chapter 11 Trustee's period to
file notices of removal will provide the Chapter 11 Trustee with
adequate time to conduct this review and to evaluate the pending
litigation matters within the larger context of these Chapter 11
cases, he asserts.   The Chapter 11 Trustee believes that the
proposed extension will enable him to properly consider, and make
informed decisions concerning, the removal of the Civil Actions,
although he reserves the right to request additional extensions
should they become necessary.

Moreover, the proposed extension will not unduly prejudice any
counterparty to the Civil Actions because those adverse parties
may not prosecute the Civil Actions absent relief from the
automatic stay, Mr. Miller points out.  If the Chapter 11 Trustee
removes any Civil Action to federal court, the affected adverse
party will nevertheless retain its right to seek remand of the
removed Civil Action back to state court pursuant to Section
1452(b), he adds.

                         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.

Louis J. Freeh has been named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Trustee ha tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel; and (h) authorizing
the Committee to retain and employ (i) Dewey & LeBoeuf LLP, as the
Committee's counsel; and (ii) Capstone Advisory Group LLC as
financial advisor.

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)


MONMOUTH EXCAVATORS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Monmouth Excavators, Inc.
        974 Highway 33 East
        Freehold, NJ 07728

Bankruptcy Case No.: 12-15338

Chapter 11 Petition Date: March 1, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Barry W. Frost, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  E-mail: bfrost@teichgroh.com

Scheduled Assets: $818,000

Scheduled Liabilities: $1,051,145

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb12-15338.pdf

The petition was signed by Mary Barbagallo.


MSR RESORT: Court Clears Trump to Buy Doral Resort for $150MM
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge
on signed off on a $150 million sale of the Doral Golf Resort &
Spa in Miami to a company controlled by Donald Trump.

No other bidders stepped up to challenge Trump's offer by the
court-approved bid deadline.

After a $150 million stalking horse bid by Trump Endeavor 12 LLC
was approved in December, the Trump Organization formally
announced its upcoming acquisition of the resort, which includes
700 hotel rooms across 10 lodges, massive ballrooms and meeting
spaces, and four golf courses spread over nearly 800 acres

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.  Donald Trump
has a contract to buy the Doral Golf Resort and Spa in Miami for
$170 million. There will be an auction to learn if there is a
better bid. The resorts have said that Trump's offer price implies
a value for all the properties "significantly" exceeding the $1.5
billion in debt.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NEW CENTURY FIN'L: Judge Cuts Investor Claims vs. Credit Suisse
---------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that U.S. District
Judge James L. Graham on Friday trimmed investor claims in
multidistrict litigation against Credit Suisse Securities USA LLC
over its role in the nearly $3 billion fraud that drove New
Century Financial Enterprises Inc. into bankruptcy.

Law360 relates that Judge granted Credit Suisse's motion for
summary judgment with regard to all the investors' negligent
misrepresentation claims, as well as several fraud and blue sky
law claims.


                         About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


OEP PEARL: S&P Assigns Prelim. 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services has assigned its preliminary
'B' corporate credit rating to OEP Pearl Holdings L.P.
(Sonneborn). The outlook is positive. "At the same time, we
assigned our preliminary 'B' issue-level and preliminary '3'
recovery ratings to subsidiaries Sonneborn Inc.'s and Sonneborn
Refined Products B.V.'s proposed $30 million revolving credit
facility and $240 million senior secured term loan. The
preliminary '3' recovery rating indicates our expectation for a
meaningful recovery (50% to 70%) in the event of a payment
default. All ratings are based on preliminary terms and
conditions," S&P said.

"The preliminary ratings on Sonneborn reflect our assessment of
the company's business risk profile as 'weak' and financial risk
profile as 'aggressive', as well as its leading positions in a
niche market for its base-oil derived niche chemical products,"
S&P said.

"We expect Sonneborn to use $240 million of the proceeds from the
transaction (assuming an undrawn revolving credit facility at
closing) along with an equity contribution by the equity sponsor,
One Equity Partners, to finance the repayment of existing debt and
the purchase price for the acquisition," S&P said.

"Pro forma for the transaction, we expect credit metrics to be
consistent with an aggressive financial risk profile, with funds
from operations to total adjusted debt of 12% to 15%. In our base
case forecast, we do not expect the company to reduce debt levels
meaningfully over the next several years, though we expect it to
generate positive free cash flow," said Standard & Poor's credit
analyst Paul Kurias. "In our forecasts, we assume that cash flow
will mainly fund potential growth plans and investments, and not
debt reduction. Still, we expect modest improvements in debt
leverage metrics given our assumptions for gradual EBITDA
improvements and our expectation that management will approach
growth prudently."

"Sonneborn's products are important inputs in end-customer
applications. Its products are often specified ingredients in
customer formulations and products, which offers the company some
protection from competitive products. The breadth of product
offerings within its niche segments are an added competitive
advantage and help the company attain a relatively high market
share?it is number one in most of its markets. Sonneborn's ability
to develop applications that meet small-sized customized
requirements in relatively stable end markets such as personal
care products, food additives, and consumer applications is also a
strength. Entry barriers--large investments are required by
potential newcomers to compete in relatively small markets--also
bolster Sonneborn's market position. It also benefits from a
capability to process several grades of base oils produced by a
range of refineries domestically, as well as overseas," S&P said.

"We expect Sonneborn to profit from growing markets in Latin
America and the Asia-Pacific regions where it has a presence. We
expect margins to be generally stable. The company has a
reasonable track record of passing on raw material cost increases
even in times of relatively volatile raw material costs.
Nonetheless, we view Sonneborn's exposure to hydrocarbon-based
inputs as a risk factor. EBITDA margins are moderate, at around
14%, reflecting in part the negotiating ability of the company's
customers, including large consumer and personal care companies,
which limits pricing power. The concentration of manufacturing
capacity at operational subsidiaries in two key locations in the
U.S. and the Netherlands constitutes a risk, in our opinion," S&P
said.

"The positive outlook reflects the potential for a modest upgrade
and reflects our expectations for reasonably predictable, albeit
modest EBITDA and cash flow generation improvement, over the next
year. We base our expectation on our overall outlook for modest
domestic economic growth and our belief that the company's
strengths in the U.S. market and presence in overseas markets,
especially in high-growth regions such as Asia Pacific and Latin
America, will contribute to overall volume improvement. We also
expect new products already launched by the company to support a
higher volumes. We assume that management and ownership will
support credit quality and, therefore, we have not factored
into our analysis any distributions to shareholders or significant
debt-funded capital spending. We expect Sonneborn will maintain
leverage credit metrics within our range of expectations," S&P
said.

"Our base case assumes low-single-digit revenue growth, driven by
volume and price increases over the next two years," Mr. Kurias
continued. "We expect margins will remain 14% to 15% over this
period. We could raise ratings if the company's operating
performance improves as we expect and management is able to fund
growth in a manner that contributes to the improvement of leverage
metrics. To support a one-notch upgrade, we expect FFO to total
adjusted debt to improve to levels over 15%. Though we don't
expect to do so, we could lower the ratings if revenue growth were
to stall or turn negative, if margins decline by two or more
percentage points below our expectations, or if the company incurs
additional debt so that FFO to total adjusted debt fell below
12% without prospects for improvement."


PEMCO WORLD: Enters Chapter 11 to Sell to Sun Capital Unit
----------------------------------------------------------
Pemco World Air Services has filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court for
the district of Delaware.  The Company expects to quickly
restructure and emerge as a stronger and more viable business.

The process will allow Pemco to improve its cost and capital
structure, essentially positioning the Company more competitively
in the marketplace and allowing it to continue to provide
outstanding service to its customers.  During the restructuring,
the Company will continue to operate in the normal course of
business, without interruption.

To that end, Pemco has secured a debtor-in-possession (DIP)
financing from Avion Services Holdings, LLC, an affiliate of Sun
Capital Partners.  The DIP financing will provide the Company with
sufficient working capital to continue to meet its ongoing
obligations and payments to employees and suppliers throughout the
process.

Pemco anticipates that its operations will emerge from bankruptcy
within the next 90 days.  To meet this accelerated timeline, Pemco
will utilize Section 363 of the United States Bankruptcy Code and
filed today with the Court a purchase agreement entered into with
one of its current lenders, Avion Services Holdings, LLC.  The
Company is also commencing a marketing process to determine if
there are other interested parties.

"Pemco's operations have been impacted in recent years by a number
of conditions, including a slowdown in the number and magnitude of
MROs, a decrease in airplane conversions in Dothan, and the
overall impact of the economic downturn," said William Meehan,
Chief Executive Officer of Pemco.  "While we have taken steps to
address the challenges, we believe this process is the most
effective and efficient way to restructure our business.  We are
pleased with the support we have received from Avion Services and
look forward to expeditiously moving through the restructuring
process and quickly emerging with a revised capital structure that
will allow us to remain the industry leader."

The Company also announced today that it is reviewing its options
at its Dothan, AL, facility and anticipates a decision will be
made shortly regarding the potential for a prompt closure of the
facility.

Pemco has filed motions with the Court seeking interim relief that
will ensure the Company's ability to continue all of its normal
operations, including the ability to pay employee wages,
healthcare coverage, vacation and other benefits without
interruption and pay vendors and suppliers for post-petition goods
and services.  Such motions are standard and the Company
anticipates receiving approval from the Court within the next
several days.

                  About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/--  performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.


POST STREET: Withdrawal of Nossaman LLP as Litigation Counsel OK'd
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
approved the withdrawal of Nossaman LLP as special litigation
counsel for Post Street, LLC.

As reported in the Troubled Company Reporter on July 25, 2011,
prepetition, Nossaman represented and advised the Debtor in
connection with its dispute with Eurohypo AG, New York Branch
Loan to Post Investors LLC, as local San Francisco counsel to
Lurie Zepeda Schmals & Hogan, which is based in Beverly Hills,
California.  The representation included representing the Debtor
in the civil action before the Superior Court of the State of
California, County of San Francisco.

The Debtor simultaneously requested for permission to employ
Lurie, Zepeda, Schmalz & Hogan, A Professional Corporation, as
special litigation counsel.

The proposed application said that Nossaman's role would be
limited to a local counsel role, with LZSH providing great
majority of the services in the PIL Eurohypo litigation.

Prepetition, Nossaman received compensation in the aggregate
amount of $5,000.  As of the petition date, the Debtor owes
Nossaman $11,688 for prepetition services.

                       About Post Street LLC

Post Street LLC, based in San Francisco, California, filed for
Chapter 11 bankruptcy (Bankr. Case No. 11-32255) on June 15, 2011.
Judge Thomas E. Carlson presides over the case.  Jeffrey C.
Krause, Esq., Eric D. Goldberg, Esq., H. Alexander Fisch, Esq.,
and Michael S. Neumeister, Esq., at Stutman, Treister and Glatt,
in Los Angeles, serves as the Debtor's bankruptcy counsel.
Nossaman LLP serves as special litigation counsel.  In its amended
schedules, the Debtor disclosed assets of $280,815 plus unknown
amount and liabilities of $56,092,852 as of the Chapter 11 filing.
The petition was signed by Stanley W. Gribble, authorized agent.

Affiliate Post 240 Partners, LP, aka Festival Retail Fund 1 228
Post Street, LP, filed for Chapter 11 bankruptcy (Bank. N.D.
Calif. Case No. 11-33788) on Oct. 19, 2011.  The Debtor estimated
both assets and debts of $50 million to $100 million.

Post Street, LLC, and Post 240 Partners, L.P., own 34.41% and
65.59% tenant in common interests, respectively, in a building
located at 228-240 Post Street, Union Square, San Francisco.


QM OF BATTLEFIELD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: QM of Battlefield, L.L.C.
          dba Quincy Magoo's
        1108 North 18th Avenue
        Ozark, MO 65721

Bankruptcy Case No.: 12-60305

Chapter 11 Petition Date: February 29, 2012

Court: U.S. Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, PC
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  E-mail: bk1@dschroederlaw.com

Estimated Assets: $0 to $50,000

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/mowb12-60305.pdf

The petition was signed by Michael Lane Denney, managing member.


RCN TELECOM: S&P Affirms B Rating on Proposed Upsized Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' issue-level
rating on RCN Telecom Services LLC's proposed upsized term loan.
RCN intends to increase its term loan, due 2016, by $125 million
to $658 million to finance a $121 million dividend to owner ABRY
Partners. The secured credit facilities include a $40 million
revolver due 2015. "The recovery rating is '4', indicating our
expectation of average (30% to 50%) recovery of principal in event
of a default," S&P said.

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

"Ratings on RCN continue to incorporate our view of an aggressive
financial policy of the company's private-equity owners and the
proposed dividend recapitalization is consistent with that view,"
said Standard & Poor's credit analyst Richard Siderman. "The
affirmation acknowledges that the modest increase in leverage to
the mid-4x area as a result of the dividend recapitalization from
about 3.7x is still supportive of our 'aggressive' financial risk
profile."

"The ratings on RCN continue to reflect the challenging operating
environment inherent in the company's predominant cable-TV
overbuilder model within the context of a mature cable-TV
industry, and the company's private-equity owner's aggressive
financial policy. We do recognize that, unlike incumbent cable
operators that have not faced material facilities-based
competition until recent years, RCN is experienced in operating in
highly competitive, duopoly cable markets. Pro forma for the $125
million increase in its term loan to finance a dividend to ABRY
Partners, RCN will have approximately $710 million of debt,
including our operating lease adjustment of about $50 million,"
S&P said.

"The rating outlook is stable. RCN's subscription-based business
model provides a measure of revenue visibility. We expect flat to
modestly lower revenue, with pressure on the basic and telephone
customer base not likely to be fully offset by increased promotion
of TiVo devices or potential commercial service inroads. However,
given our expectation of a relatively stable EBITDA margin as well
as a moderation in capital spending from 2011 levels, we expect
RCN to maintain financial metrics supportive of the rating over
the near term. The stable outlook assumes closing of the
incremental credit facilities under currently contemplated terms,
which would amend, and improve, potentially limited cushion under
the leverage covenant in the existing credit facilities," S&P
said.

"We could lower the rating if erosion of basic subscribers
approached the mid-single-digit area or if loss of telephone
customers to wireless substitution becomes material leading to
adjusted debt to EBITDA above 5x on a consistent basis. A
downgrade could also result from a more aggressive than
anticipated financial policy from the company's private-equity
owners," S&P said.

"An upgrade is unlikely; given the highly competitive nature of
the overbuild business model, we do not expect RCN to generate
sufficient free cash flow to reduce debt leverage to the mid-3x
area, which would warrant consideration of a higher rating.
Further even if performance substantially outpaced our
expectations, financial policy considerations effectively limit a
potential upgrade," S&P said.


REAL MEX: Wants to Hire CRG Partners and Gene R. Baldwin as CRO
---------------------------------------------------------------
Real Mex Restaurants Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ CRG Partners Group,
LLC; and appoint Gene R. Baldwin as chief restructuring officer.

Pursuant to the engagement agreement, among other things:

   1. CRG will, among other things assist the Debtors (i) in
implementing the sale to RM Opco LLC; and (ii) with respect to
certain operational and business plan issues for the going forward
business being sold to purchaser;

   2. All of CRG's fees and expenses will be paid directly by the
purchaser;

   3. CRO will be covered as an officer under the Debtor's
existing director and officer liability insurance; and

   4. The purchaser, not the Debtor, will provide CRG with an
indemnity.

                         About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


REXNORD LLC: S&P Rates $1.13-Billion Credit Facility at 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level ratings of
'BB-' (two notches above the corporate credit rating) to
Milwaukee, Wis.-based Rexnord LLC's proposed senior secured $1.13
billion credit facility, comprising a $180 million revolver due
2017 and a $950 mil. term loan due 2018. Rexnord's immediate
parent, RBS Global Inc., is co-borrower of the facility. "We also
assigned the facility a recovery rating of '1', indicating our
expectation that lenders would receive very high (90%-100%)
recovery in the event of a payment default," S&P said.

"At the same time, Standard & Poor's affirmed its` existing
ratings, including the 'B' corporate credit rating, on Rexnord
LLC," S&P said.

"The affirmation reflects our expectation that Rexnord is likely
to continue improving its currently weak credit measures through
fiscal 2013 even though end-market conditions remain mixed," said
Standard & Poor's credit analyst Dan Picciotto.

"Standard & Poor's assessment of the company's 'fair' business
risk profile mitigates its 'highly leveraged' financial risk
profile, as our criteria define these terms," S&P said.

"Our business risk assessment incorporates the expectation that
Rexnord will maintain good market positions and engineering
capabilities," Mr. Picciotto said.

"The company has a broad product portfolio within markets it
serves and operates with fair geographic diversity. The company
benefits from a large percentage of aftermarket sales but is
subject to cyclical swings. Demand from its local and regional
government customers is also uncertain at the moment because of
municipal budget strains," S&P said.

The outlook is positive, reflecting the expectation that Rexnord
will continue to reduce leverage by increasing profits. It could
also continue to reduce its funded debt balances with cash flow
generation.


RX REALTY: Sales Agent Loses Bid to Halt State Court Judgment
-------------------------------------------------------------
Bankruptcy Judge Michael G. Williamson denied, without holding a
hearing, the request of Greg Antonich to stay enforcement of a
judgment for costs entered against him by a state court in Volusia
County, Florida.  Judge Williamson said the Bankruptcy Court does
not have jurisdiction over Mr. Antonich's Motion.  And even if it
did, the Court is barred by the Full Faith & Credit Act and
Rooker-Feldman Doctrine from overturning the state court judgment.

At the time it filed for bankruptcy, RX Realty, Inc., was a
defendant in a declaratory judgment action filed by International
Speedway Corporation.  International Speedway apparently filed
that action seeking a declaratory judgment that it did not owe the
Debtor commissions under a broker agreement.  The Debtor
eventually sought relief from the automatic stay so that it could
pursue the state court action on Mr. Antonich's behalf.

Mr. Antonich was a sales agent for the Debtor.  Under his
agreement with the Debtor, Mr. Antonich apparently was entitled to
95% of the commissions allegedly owed by International Speedway.
So the Debtor alleged that Mr. Antonich was the real party in
interest.  The Court granted the Debtor's motion for stay relief.

The Debtor later assigned to Mr. Antonich all of its right, title,
and interests -- and all of its obligations?under the agreement
with International Speedway.  Mr. Antonich then participated in
the state court lawsuit as a party, although the extent of his
participation is somewhat unclear because Mr. Antonich only filed
portions of the state court record with his Motion.  International
Speedway sought to join Mr. Antonich as an indispensable party to
the state court action it had filed, and the state court joined
Mr. Antonich as a co-defendant to International Speedway's
complaint and a co-plaintiff plaintiff to the counterclaim filed
by the other defendants. That counterclaim apparently sought the
recovery of the real estate commissions based on contract and
equitable claims.  Mr. Antonich had apparently also filed a
separate lawsuit against International Speedway that was later
consolidated with International Speedway's claim.

International Speedway ultimately prevailed on its complaint and
the defendants' counterclaim.  The state court entered a final
judgment in favor of International Speedway on Nov. 9, 2009.  That
judgment provided that International Speedway was entitled to
recover its costs.  Mr. Antonich opposed the entry of costs
against him, claiming that he was only joined as an indispensable
party to the state court action to "stand in the shoes" of the
Debtor, and the Bankruptcy Court had previously discharged the
Debtor from any liability.  Thus, Mr. Antonich argued, he cannot
be liable for any costs.  Nevertheless, the state court entered a
final judgment for costs against Mr. Antonich for $6,119.50 on
Nov. 16, 2011.

In seeking enforcement of the state court's final judgment against
him, Mr. Antonich claims the Debtor's discharge prohibited the
state court from entering a final judgment against him in the
state court action.

A copy of Judge Williamson's March 1, 2012 Order is available at
http://is.gd/sxgYIQfrom Leagle.com.

RX Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 07-08444) on Sept. 14, 2007.


SAAB AUTOMOBILE: Ally Financial Wants to Seize 900 Saab Cars
------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Ally Financial Inc.
asked a Delaware bankruptcy judge on Friday for permission to
seize 900 vehicles from debtor Saab Cars North America Inc. that
the lender said are collateral for a $61 million loan to Saab's
Swedish parent.

Law360 relates that Ally argued at a court hearing that SCNA
guaranteed the debt of its parent, Saab Automobile AB, and asked
U.S. Bankruptcy Judge Christopher S. Sontchi to lift the automatic
stay in the case so it could liquidate the vehicles.  The cars
have a book value of $32 million.

                       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.


SAAB AUTOMOBILE: Meeting to Form U.S. Creditors' Panel March 9
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 9, 2012, at 10:30 a.m. in
the bankruptcy case of Saab Cars North America, Inc.  The meeting
will be held at:

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

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

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

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

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.


SHINER INT'L: Has Until Aug. 27 to Regain NASDAQ Compliance
-----------------------------------------------------------
Shiner International, Inc. received a letter from the listing
qualifications department staff of The NASDAQ Stock Market LLC,
granting Shiner an additional 180 days, or until Aug. 27, 2012, to
regain compliance with NASDAQ's minimum bid price requirement.

On Sept. 1, 2011, Shiner received a letter from NASDAQ, notifying
the Company that for 30 consecutive business days the bid price of
its common stock had closed below $1.00 per share, the minimum
closing bid price required by the continued listing requirements
set forth in Listing Rule 5450(a)(1), and that, pursuant to
Listing Rule 5810(c)(3)(A), Shiner has 180 calendar days, or until
Feb. 28, 2012, to regain compliance with the minimum bid price
requirement.  On Feb. 29, 2012, the Company received a second
letter from NASDAQ notifying the Company that it had not regained
compliance during the initial 180-day grace period, but that
NASDAQ was granting the Company an additional 180-day period to
regain compliance with the minimum bid price requirement.
NASDAQ's determination was based on the Company having met the
continued listing requirement for market value of publicly held
shares and all other applicable requirements for initial listing
on the NASDAQ Capital Market, with the exception of the bid price
requirement, and on the Company's written notice to NASDAQ of its
intention to cure the deficiency during the second compliance
period by effecting a reverse stock split if necessary.  The
notice has no effect at this time on the listing of Shiner's
common stock, which will continue to trade under the symbol
"BEST".

If Shiner cannot demonstrate compliance with Rule 5450(a)(1) by
Aug. 27, 2012, NASDAQ will provide notice to Shiner that its
securities may be delisted.  At that time, Shiner may appeal
NASDAQ's decision to a Listing Qualifications Panel.

                      About Shiner International

Shiner International, Inc. -- http://www.shinerinc.com/-- is
engaged in the research and development, manufacture and sale of
flexible packaging material.  Products include coated packaging
film, shrink-wrap film, common packaging film, anti-counterfeit
laser holographic film, color-printed packaging materials and
water-based latex products.  The Company's flexible packaging
products are used by manufacturers in the food and consumer
products industry to preserve texture, flavor, hygiene, and
convenience and safety of their products.  The Company was founded
in 1990 and is headquartered in Haikou, China.


SHREE-GURU INVESTMENTS: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Shree-Guru Investments, Inc.
        1716 Jefferson Street
        Jefferson City, MO 65109

Bankruptcy Case No.: 12-20284

Chapter 11 Petition Date: March 1, 2012

Court: U.S. Bankruptcy Court
       Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

Debtor's Counsel: Bryan Bacon, Esq.
                  VAN MATRE HARRISON HOLLIS & TAYLOR P.C.
                  1103 E. Broadway
                  P.O. Box 1017
                  Columbia, MO 65201
                  Tel: (573) 874-7777
                  Fax: (573) 875-0017
                  E-mail: bryan@vanmatre.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 13 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mowb12-20284.pdf

The petition was signed by George Pate, president.


SPRINGLEAF FINANCE: Bank Debt Trades at 9% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Springleaf Finance
Inc. is a borrower traded in the secondary market at 91.06 cents-
on-the-dollar during the week ended Friday, March 2, 2012, an
increase of 0.81 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
10, 2017, and carries Moody's B2 rating and Standard & Poor's CCC+
rating.  The loan is one of the biggest gainers and losers among
171 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                          About Springleaf

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                            *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.


SS&C TECHNOLOGIES: S&P Puts BB Credit Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on Windsor, Conn.-based SS&C Technologies Inc. on
CreditWatch with negative implications.

The CreditWatch listing follows SS&C's Feb. 29, 2012 announcement
that it will acquire the assets of Thomson Reuter's PORTIA
business for $170 million in cash. SS&C will issue a $175 million
term loan to finance the acquisition.

"Pro forma for the acquisition, we believe SS&C's adjusted
leverage will increase from 0.9x to about 2.0x based on December
2011 results, excluding  any additional EBITDA contribution from
PORTIA, since it was not disclosed," S&P said.

"This transaction by itself does not alter our view of the current
rating, which incorporates incremental debt capacity for leverage
of up to about 3x EBITDA on a sustained basis. Additionally,
although SS&C has historically been acquisitive, it has
demonstrated successful integration of its acquisitions,
while maintaining consistent profitability," S&P said.

"At the same time, according to SS&C's Feb. 15, 2012 press
release, it continues to conduct due diligence and is in active
discussions with banks regarding a cash offer for U.K.-based
GlobeOp Financial Service. GlobeOp, a financial technology
provider to the hedge fund industry, agreed to be acquired by TPG
Capital LLC. for approximately $800  million in early February,"
S&P said.

"We believe that this acquisition, if completed, could strengthen
SS&C's business risk profile through potential market share gains
and operational synergies, given its similar product and end-
market focus. However, we estimate that if SS&C finances the
GlobeOp acquisition with mostly debt, initial adjusted leverage
could rise above 5x and lead us to revise our 'significant'
financial risk profile," S&P said.

"We will monitor developments related to the possible GlobeOp
acquisition and resolve the CreditWatch listing when more
information regarding a potential transaction and financing
becomes available. If an all debt-financed acquisition of GlobeOp
were to occur, we could lower the rating to the 'B' category. If
SS&C does not complete the acquisition, we will review its growth
plans and financial policy before resolving the CreditWatch.


STOCKDALE TOWER: Court OKs Foley Bezek as Litigation Attorneys
--------------------------------------------------------------
Stockdale Tower 1 LLC sought and obtained permission from the U.S.
Bankruptcy Court to employ Foley Bezek Behle & Curtis LLP and
Thomas G. Foley, Jr. as special litigation attorneys.

The firm will represent the Debtor regarding disputes with its
lender and affiliates of its lender.

According to papers filed by the Debtor in court, neither Thomas
Foley, Jr. nor FBBC has any interest or represents any interest
adverse to the Debtor or its estate in any of the matters upon
which it is engaged except for its representation of Terry
Moreland.  Mr. Moreland and his wife Preggy are the only members
of Stockdale Tower, and Mr. Moreland has agreed to advance all
costs relates to the representation of the Debtor by FBBC.  The
Morelands executed a Guaranty of Payment for the benefit of the
original lender UBS Real Estate Investment Inc.  FBBC has advised
both the Debtor and Mr. Moreland to seek the advice of separate
independent attorneys to advise them regarding any actual of
potential conflicts of interest which may arise.

Thomas G. Foley, Esq., attests that there exists a unity of
interest between the interest of the Debtor and Terry Moreland.

FBBC is not owed money by the Debtor or the Morelands.

Compensation paid by the Debtor to FBBC will strictly on a
contingent fee basis, which contingent fee to be paid to FBBC will
be based upon which of three separate alternatives discusses are
accomplished by the Debtor with the assistance of FBBC.

                   About Stockdale Tower 1

Bakersfield, California-based Stockdale Tower 1 LLC owned by Terry
Moreland and his wife Peggy, filed for Chapter 11 bankruptcy
(Bankr. E.D. Calif. Case No. 11-62167) on Nov. 7, 2011.  The
Stockdale Tower was set to be sold to the highest bidder several
times over the last few months in 2011, but those auctions were
delayed.

Judge W. Richard Lee presides over the Chapter 11 case.  Scott T.
Belden, Esq., and Jacob L. Eaton, Esq., at Klein, DeNatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, serve as the Debtor's
bankruptcy counsel.  The firm disclosed $18,151,072 in assets and
$17,870,212 in liabilities.


THIRTEENTH FLOOR: Court Rules on Fitness Center Lease Dispute
-------------------------------------------------------------
Bankruptcy Judge Thomas H. Fulton sided with the defendant in a
breach of contract suit captioned, GORDON A. ROWE, JR., CHAPTER 7
TRUSTEE OF THE ESTATE OF THE ABOVE-NAMED DEBTOR, THIRTEENTH FLOOR
ENTERTAINMENT CENTER, LLC1, Plaintiff, v. LOUISVILLE GALLERIA,
LLC, Defendant, Adv. Proc. No. 09-3043 (Bankr. W.D. Ky.).  The
plaintiff -- not the defendant -- breached the terms of a lease at
the Kaufman-Strauss Building, which is operated by the defendant,
the Court said in a March 1, 2012 Memorandum-Opinion, available at
http://is.gd/l0HXQNfrom Leagle.com.

Louisville Galleria, LLC, operates a multi-use real estate
development in downtown Louisville known as Fourth Street Live.
Fourth Street Live consists of several buildings, including the
historic Kaufman-Strauss Building.  The Plaintiff entered into an
agreement in 2003 with the Defendant to lease space at Fourth
Street Live to open a fitness center.  The Plaintiff never opened
the fitness center for business.

Louisville, Kentucky-based Thirteenth Floor Entertainment Centers,
LLC, fdba Premier Health and Fitness, LLC, filed for Chapter 11
bankruptcy (Bankr. W.D. Ky. Case No. 04-36349) on Oct. 4, 2004.

Judge Thomas H. Fulton presides over the case.  Bruce D. Atherton,
Esq., at Atherton & Associates LLC, served as the Debtor's
counsel.  In its petition, the Debtor estimated under $50,000 in
assets and $1 million to $10 million in debts.

The case was converted to Chapter 7 on Nov. 8, 2004.


TIMMINCO LIMITED: QSI Partners Has Deal for Stalking Horse Bid
--------------------------------------------------------------
Timminco Limited and its wholly-owned subsidiary Becancour Silicon
Inc. disclosed that the execution of an asset purchase agreement
with QSI Partners Ltd. as purchaser and Globe Specialty Metals,
Inc. as guarantor, for the sale of substantially all of the assets
of Becancour Silicon Inc., including the assets of its silicon
metal and solar grade silicon businesses located in Becancour,
Quebec, Canada.  Subject to court approval, the QSI APA will stand
as a "stalking horse bid" in the marketing process pursuant to
which the Company is now offering for sale all of its assets.
Subject to order of the court, the deadline for the submission of
non-binding expressions of interest is March 26, 2012.  A copy of
the QSI APA will be available on the Monitor's website
http://cfcanada.fticonsulting.com/timminco.

"The execution of the stalking horse bid is a very positive step
in our restructuring process that we are very pleased to have
completed." said Mr. Douglas A. Fastuca, Chief Executive Officer
of the Company.  "We believe that there are many other parties
with a strong interest in the business and assets.  The marketing
process which we are now undertaking, back-stopped by the QSI APA,
gives everyone the opportunity to make a superior offer and
acquire the business and assets either piecemeal or en bloc".

                         About Timminco

Timminco produces silicon metal for the chemical (silicones),
aluminum and electronics/solar industries, through its 51%-owned
production partnership with Dow Corning, known as Quebec Silicon.
Timminco is also a producer of solar grade silicon, using its
proprietary technology for purifying silicon metal, for the solar
photovoltaic energy industry, through Timminco Solar, a division
of its wholly owned subsidiary Becancour Silicon.

Timminco Limited and its wholly-owned subsidiary, Becancour
Silicon Inc. on Jan. 2, 2012, commenced proceedings under the
Companies' Creditors Arrangement Act.  Pursuant to the initial
order, FTI Consulting Canada Inc. has been appointed as monitor in
the CCAA proceedings.


TRAVELPORT INC: Bank Debt Trades at 15% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport Inc. is
a borrower traded in the secondary market at 85.28 cents-on-the-
dollar during the week ended Friday, March 2, 2012, an increase of
1.15 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 23, 2015, and
carries Moody's B1 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 171 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
net revenue for the six months ended June 30, 2011, compared with
net income of $1 million on $1.056 billion of net revenue for the
same period of 2010.  Results for the six months ended June 30,
2011, includes gain of $312 million, net of tax, from the sale of
sale of the Gullivers Travel Associates ("GTA") business to Kuoni
Travel Holdings Limited ("Kuoni").  The sale was completed on May
5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $3.43
billion in total assets, $4.21 billion in total liabilities, and a
$780 million total deficit.

                           *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TERRESTAR NETWORKS: DISH Fails to Get Satellite Waivers From FCC
----------------------------------------------------------------
DISH Network issued this statement regarding its DBSD/TerreStar
license transfers.

"Although we are disappointed that the FCC did not grant the
integrated service and spare satellite waivers that DISH
requested, we appreciate the cooperative spirit and diligent
efforts of the Commission and its staff in reviewing our
applications.   We worked hard to demonstrate that the grant of
those waivers was in the public interest, and we wish that we had
been successful.   We believe that the denial of those waivers
will delay the advancement of some of President Obama's and the
FCC's highest priorities -- namely freeing up new spectrum for
commercial use and introducing new mobile broadband competition.
As we review our options, we will continue working with the FCC on
the forthcoming 2 GHz Notice of Proposed Rulemaking (NPRM) to
achieve those goals as expeditiously as possible.  DISH is
committed to helping the Administration and the FCC solve the
existing spectrum crunch, and DISH believes that new competition
is particularly critical given the expanding world of bit caps and
restrictive data plans.  We expect to close the DBSD and TerreStar
transactions as soon as practicable."

DISH Network Corporation -- http://www.dish.com/-- through its
subsidiary DISH Network L.L.C., provides approximately 13.967
million satellite TV customers, as of Dec. 31, 2011, with the
highest quality programming and technology with the most choices
at the best value, including HD Free for Life.  Subscribers enjoy
the largest high definition line-up with more than 200 national HD
channels, the most international channels, and award-winning HD
and DVR technology.  DISH Network's subsidiary, Blockbuster
L.L.C., delivers family entertainment to millions of customers
around the world.

                     About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion.  It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar.  Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out.  TerreStar
Networks scrapped that plan in 2011 in favor of a sale.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors.  The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.  Judge Sean H. Lane approved on
Feb. 14, 2012, TerreStar's Chapter 11 plan to divvy up the
proceeds from the sale of its business to Dish Network Corp.


TRIBUNE CO: Wants Until June 30 to Oppose Notices of Removal
------------------------------------------------------------
Tribune Co. and its affiliates ask the Bankruptcy Court to extend
to June 30, 2012, their time to file notices of removal of claims
and causes of action relating to their Chapter 11 cases.

Given the expiration of the Debtors' removal period on Feb. 29,
2012, the Debtors ask that the operation of Rule 9006-2 of the
Local Rules of Bankruptcy Practice and Procedure of the U.S.
Bankruptcy Court for the District of Delaware extend the time
during which the Debtors may remove actions from February 29,
2012 until the time their request will be heard by the
Court, which hearing is scheduled for March 22, 2012.

The Debtors made their request before the February 29, 2012
deadline to file notices of removal of actions expired.

Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, states that the Debtors
have devoted substantially all their resources to stabilizing and
operating their businesses, addressing critical case management
issues, evaluating and resolving the prepetition claims against
the Debtors, formulating a plan of reorganization for the
Debtors, and otherwise facilitating the resolution of these
Chapter 11 cases and the Debtors' emergence therefrom.  During
the last extension period of the Debtors' removal deadline, the
Debtors, along with their co-proponents, filed their Third
Amended Joint Plan of Reorganization with the Court.  The Court
has scheduled March 23, 2012 as the hearing to consider approval
of the Supplemental Disclosure Document and related supplemental
solicitation procedures, with a confirmation hearing on the Third
Amended DCL Plan scheduled for May 16 and 17, 2012.  "The plan
process has been and will likely remain through the confirmation
hearing, a formidable undertaking for the Debtors, the Court, and
all parties involved," he says.

Given the size of the Debtors' business enterprise and the
unusually large number of Debtors involved in these procedurally
consolidated cases, managing the Debtors' business enterprise and
addressing the numerous and varied tasks attendant thereto
requires considerable and continual attention on the part of the
Debtors' management, Mr. Pernick notes. These tasks, he asserts,
have been made more challenging given the Debtors' ongoing
restructuring and the requirements of the Chapter 11 process.

As a result of these tasks and their attendant demands on the
Debtors' personnel and professionals, the Debtors require
additional time to complete the review their outstanding
litigation matters and evaluate whether any of those matters
should properly be removed pursuant to Rule 9027 of the Federal
Rules of Bankruptcy Procedure, Mr. Pernick emphasizes.  Absent
such relief, the Debtors would lose a potentially key element of
their overall ability to manage litigation during these Chapter
11 cases even before that litigation would reasonably have been
evaluated, to the detriment of the Debtors, their estates, and
their creditors, he maintains.

The Court will consider the Debtors' request on March 22, 2012.
Objections are due no later than March 15.

                        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 to Take Discovery From JPMorgan & Citigroup
-----------------------------------------------------------
Wilmington Trust Company, as successor indenture trustee pursuant
to an indenture dated April 1, 1999, by and between Tribune
Company and Bank of Montreal Trust Company, seeks leave from
Court to take discovery and compel discovery from JPMorgan Chase
& Co. and Citigroup Global Markets Inc.

WTC says it seeks from JPMorgan and Citigroup information
relevant to the allocation disputes.  JPMorgan and Citigroup were
allegedly involved in negotiating and drafting the operative
documents governing the notes issued by Tribune to EGI-TRB LLC.
WTC names Joachim Sonne at JPMorgan, Peter Cohen formerly at
JPMorgan, and Julie Persily at Citigroup as individuals where
depositions will be sought from.

EGI-TRB, LLC, opposes Wilmington Trust Company's motion for leave
to take discovery and compel discovery from JPMorgan and
Citigroup, complaining that WTC's statements were misleading.
EGI-TRB makes clear that it does not object to discovery of parol
evidence related to the PHONES-EGI-TRB subordination issues, if
(a) the Bankruptcy Court determines that it may consider parol
evidence at the Allocation Disputes hearing; and (b) discovery is
directed to the relevant provisions of the Notes at issue in the
Allocation Disputes.

                       *     *    *

The Court permitted WTC to take the deposition of Chris
Hochschild, an employee of EGI-TRB, LLC, at a time and place as
is convenient to the parties.  The deposition will be limited to
two hours, absent further order of the Court.

The parties will make their best efforts to complete the
Hochschild deposition shortly after the February 17, 2012
deadline under the Allocation Disputes Scheduling Order.

The Court however denied WTC's request to take the deposition of
Mr. Sonne of JPMorgan.

Any request by WTC to take additional depositions sought in the
Motion for Leave, including a deposition of Mr. Sonne, must be
addressed to the Court following the deposition of Mr.
Hochschild, Judge Carey ruled.

Separately, the Court approved the stipulation between WTC and
EGI-TRB regarding the use of certain documents for evidentiary
purposes with respect to the dispute on which of the PHONES Notes
or the EGI-TRB Notes are in senior right of payment to the other
notes to be resolved at the Allocation Disputes Hearing.

                        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 to Enter Into Maryland Comptroller Agreement
-----------------------------------------------------------------
The Baltimore Sun Company and Los Angeles Times International,
Ltd., seek the Court's permission to enter into a settlement
agreement with the Maryland Comptroller of the Treasury to
resolve disputes concerning corporate income taxes that the
Comptroller asserts the Debtors owe for the 2000 to 2007 tax
years.

The Comptroller assessed to Baltimore Sun taxes totaling
$4,357,676 for the 2004 and 2005 tax years and a total of
$9,280,676 for LATI's taxes for the tax years 2000 through 2003.

The Comptroller has filed a priority tax claim against "Patuxent
Publishing Company T/A: Baltimore Sun Co." in the amount of
$6,355,300 and a general unsecured claim in the amount of
$402,528, for a total of $6,757,828.

After a series of discussions, the Taxpayers and the Comptroller
reached a resolution of the disputed tax liability.  Pursuant to
the Settlement Agreement, the parties agreed that Baltimore Sun
owes Maryland corporate income taxes for the 2004 and 2005 tax
years in the amount of $4,356,143, plus prepetition interest of
$1,999,157, for a total payment of $6,355,300.

Under the settlement, the Comptroller will have an allowed
priority tax claim pursuant to Section 507(a)(8) of the
Bankruptcy Code against Baltimore Sun in the amount of the Tax
Liability.  The Comptroller has agreed that LATI has no liability
for Maryland corporate income taxes for the 2000-2007 Tax Years.
The Comptroller will also withdraw a notice of final
determination of tax liabilities as to LATI in its entirety and
abate any remaining portion of the Final Notice against Baltimore
Sun.  The Comptroller further agrees that it will not seek to
assert a late claim against LATI or any other Debtors in these
Chapter 11 cases on account of those amounts.

Moreover, the Settlement Agreement resolves any and all claims of
the Comptroller with respect to the Taxpayers' potential tax
liability for the 2006 and 2007 tax years, and the Comptroller
agrees that it will not enter any assessments of corporate income
tax, interest or penalty against the Taxpayers for those tax
years.

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

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

Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, asserts that as a result
of the Settlement Agreement, the Comptroller's assessed liability
for taxes for the six tax years ending between December 2000
through December 2005, inclusive, will be reduced by over $6.4
million from the amounts the Comptroller asserted it was owed in
the Final Notices, a reduction of over 59% of the tax amounts
assessed by the Comptroller in the Final Notices.  Absent the
resolution afforded by the Settlement Agreement, the parties
would be forced to continue to litigate the claims and their
related issues, which would be costly, time consuming, and
disruptive to the Debtors, he insists.

The Court will consider the Debtors' request on March 22, 2012.
Objections are due no later than March 15.

                        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: Seeks Dismissal of ERISA Suit as Settlement Reached
---------------------------------------------------------------
Tribune Co. and its affiliates ask the U.S. Bankruptcy Court for
the District of Delaware to dismiss the adversary action initiated
against Dan Neil, Corie Brown, Henry Weinstein, Walter Roche, Jr.,
Myron Levin, and Julie Makinen, individuals, on behalf of
themselves and on behalf of all others similarly situated.

On October 19, 2011, the Bankruptcy Court approved the
comprehensive settlement of certain claims, causes of action, and
related matters arising from alleged violations of the Employee
Retirement Income Security Act in connection with the Tribune
Employee Stock Ownership Plan and the Tribune Employee Stock
Ownership Trust that had been asserted by the Department of
Labor, GreatBanc Trust Company, and the plaintiffs in the class
action lawsuit styled Neil, et al. v. Zell, et al.

The U.S. District Court for the Northern District of Illinois,
which presides over the Neil Action, approved the Settlement
Agreement, on a final basis, on January 30, 2012.  As a result of
the entry of the final order, the Neil Action was dismissed and
the final precondition to the effectiveness of the Settlement
Agreement was satisfied.

The Settlement Agreement provides, in relevant part, that
following entry of the final order and judgment of dismissal by
the District Court, Tribune Company will dismiss the Neil
Adversary Proceeding before the Bankruptcy Court.

Tribune believes that the dismissal of the Neil Adversary
Proceeding at this time is appropriate and justified.

The Bankruptcy Court will consider the Debtors' request on
March 22, 2012.  Objections are due no later than March 15.

In a related development, the Debtors and the Department of Labor
entered into a stipulation resolving certain ERISA-related Claims
in accordance with the Settlement Agreement.

The Parties agree that the Department of Labor's claim under
Section 502(l) of the ERISA will be allowed against Tribune as a
general unsecured claim for $3,200,000.

The Department of Labor acknowledges and agrees that the
Settlement Claim has been reduced to zero by the payment made by
Tribune to the U.S. Department of the Treasury, Internal Revenue
Service in the amount of $7,000,000, in full resolution of the
Tribune ESOP Tax Issues as defined in the Settlement Agreement.

The Department of Labor acknowledges that the Settlement Claim
has been satisfied in full and that no payment will be due or
made by or on behalf of Tribune on account of that claim.

                        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: Bank Debt Trades at 35% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 65.19 cents-on-the-
dollar during the week ended Friday, March 2, 2012, an increase of
2.79 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.  The
loan is one of the biggest gainers and losers among 171 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/--is a media company, operating businesses
in publishing, interactive and broadcasting, including ten daily
newspapers and commuter tabloids, 23 television stations, WGN
America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TXU CORP: Bank Debt Trades at 44% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 55.55 cents-on-the-dollar during the week
ended Friday, March 2, 2012, a drop of 0.65 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 450
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2017, and carries Moody's B2 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 171 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $1.91 billion on $7.04 billion of operating revenues
for the year ended Dec. 31, 2011, compared with a net loss of
$2.81 billion on $8.23 billion of operating revenues during the
prior year.

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

                        About Energy Future

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

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

                            *     *     *

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

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


TXU CORP: Bank Debt Trades at 39% Off in Secondary Market
--------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 60.85 cents-on-the-dollar during the week
ended Friday, March 2, 2012, a drop of 0.71 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2014, and carries Standard & Poor's CCC
rating.  The loan is one of the biggest gainers and losers among
171 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $1.91 billion on $7.04 billion of operating revenues
for the year ended Dec. 31, 2011, compared with a net loss of
$2.81 billion on $8.23 billion of operating revenues during the
prior year.

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

                        About Energy Future

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

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

                            *     *     *

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

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


UNITED WESTERN: Parent of Shuttered Bank Files for Chapter 11
-------------------------------------------------------------
United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.

According to the docket, the Chapter 11 plan and the explanatory
disclosure statement are due July 2, 2012.

The Debtor, formerly known as Matrix Bancorp Inc., estimated
assets of up to $10 million and debts of $50 million to $100
million as of the Chapter 11 filing.  The schedules say that
liabilities total $53.3 million, of which $40.5 million is
unsecured.

United Western disclosed to the Securities and Exchange Commission
$2.21 billion in assets and $1.73 billion in liabilities as of
June 30, 2011.  At that time, the Company had a community banking
business -- operations were conducted primarily through United
Western Bank and other subsidiaries.

United Western Bank of Denver, Colo., was closed Jan. 21, 2011, by
the Office of Thrift Supervision, which appointed the Federal
Deposit Insurance Corporation as receiver.  First-Citizens Bank &
Trust Company of Raleigh, N.C., signed a deal to assume all of the
deposits of United Western Bank.

According to a March 5 filing with the SEC, the Debtors will
continue to operate their businesses as "debtors-in-possession"
under the jurisdiction of the Bankruptcy Court.

                        Debt Instruments

The Company has not filed quarterly or annual reports with the
Securities and Exchange Commission since the filing of the
Company's report on SEC Form 10-Q for the six months ending
June 30, 2010.

According to the Company, the bankruptcy filing constituted an
event of default with respect to these debt instruments:

    * Credit Agreement dated as of June 29, 2007, as amended, by
      and between the Company and JPMorgan Chase Bank, N.A. At
      Dec. 31, 2011, accrued but unpaid interest and outstanding
      principal due under this credit agreement was
      $13.49 million.

    * Floating Rate Subordinated Debt securities with interest
      payments due quarterly at three-month LIBOR plus an agreed
      upon margin maturing May 8, 2014, represented by an
      indenture dated Feb. 13, 2004, between the Company and Wells
      Fargo Bank, as Trustee.  At December 31, 2011, accrued but
      unpaid interest and outstanding principal due under this
      indenture was $10.35 million.

    * Junior subordinated debentures owed to unconsolidated
      subsidiary trusts include debentures the Company sold to
      Matrix Bancorp Capital Trusts II, VI and VIII in connection
      with the issuance of their preferred securities in 2001,
      2004 and 2005, respectively.  As of Dec. 31, 2011, the
      Company's junior subordinated debentures and accrued, but
      unpaid interest, owed to unconsolidated subsidiary trusts
      were $34.10 million and included:

       -- $12 million original principal balance of 10.18%
          preferred securities represented by the indenture
          between the Company and Wilmington Trust Company, as
          debenture trustee, dated as of March 28, 2001, relating
          to the 10.18% junior subordinated deferrable interest
          debentures due June 8, 2031;

       -- $10 million of original principal balance of floating
          rate preferred securities represented by the indenture
          between the Company and Deutsche Bank Trust Company
          Americas, dated as of August 30, 2004 relating to Junior
          Subordinated Debt Securities, due October 18, 2034; and

       -- $7.5 million original principal balance of floating rate
          preferred securities represented by the indenture
          between the Company and Wells Fargo Bank, as Trustee,
          relating to Floating Rate Subordinated Debt Security due
          2035.

                          OCC Litigation

According to a press release by the company, the bankruptcy filing
is intended to allow the Company time to facilitate a
reorganization and pursue the case titled, United Western Bank v.
Office of the Comptroller of the Currency, et al. 1:11-cv-408
(ABJ) in the United States District Court for the District of
Columbia.  The OCC Litigation was originally filed Feb. 18, 2011,
against the Office of Thrift Supervision and the Federal
Depository Insurance Corporation.  The OTS was merged into the
Office of the Comptroller of the Currency in late 2011 and the OCC
became a substituted defendant in the case.  The FDIC was
dismissed from the OCC Litigation on June 24, 2011.  In addition,
the Court has also dismissed the Company and certain individual
plaintiffs from the OCC Litigation.

In the OCC Litigation, the Company's subsidiary, United Western
Bank seeks to secure the return of control of the Bank's assets,
liabilities and operations.  The Bank alleges in the OCC
Litigation that on Jan. 21, 2011, the OTS acted in an arbitrary
and capricious manner without due regard to law and regulation
when it appointed the FDIC as receiver for the Bank and that, as a
consequence, the OCC should be ordered to return control of the
Bank and its assets, liabilities and operations to the Bank's
board of directors and, indirectly, the Company.  The OCC
Litigation is in a preliminary stage.

The Company and the Bank are awaiting the production of additional
information from the OCC with regard to the OTS's administrative
record in support of the OTS's Jan. 21, 2011 appointment of the
FDIC as receiver for the administration of the Bank.  Pursuant to
the Court's order, all discovery relative to the Administrative
Record is to be completed by March 7, 2012 and the parties are to
propose a calendar for further motions before the Court on or
before March 9, 2012 although either of these dates may be
extended by action of the Court.  The Company anticipates that the
OCC will file a motion for summary judgment against the Bank
seeking dismissal of the OCC Litigation.  The Bank intends to file
a motion for summary judgment in its favor against the OCC.  The
Company cannot predict the outcome of the OCC Litigation with any
degree of accuracy.

                        Filing Subsidiaries

Subsidiaries that filed for Chapter 11 include Matrix Bancorp
Trading, Inc. whose sole asset is the ownership of Matrix Funding
Corp.  Matrix's principal asset is a real estate development
community consisting of approximately 69 acres of land which
includes 127 fully-platted single family lots, 102 preliminary
platted single family lots, one parcel supporting 160 to 200
higher density multi-family units and a small commercial parcel
located in Fort Lupton, Colorado and known as "Coyote Creek."  The
Coyote Creek property is only partially improved for real estate
development and material dollar amounts will have to be expended
to improve roads, utilities and other items prior to the time that
any developer could commence any multi-family or single-family
residential development.  Matrix has owned its interest in Coyote
Creek since 1995.

Matrix has joined the Company in the bankruptcy filing and the
Company expects to petition the Bankruptcy Court for leave to sell
Coyote Creek to an unrelated third party for the best available
price sometime in 2012 under Section 363 of the Bankruptcy Code.
Any proceeds received in such sale, if completed, will be added to
the Company's bankruptcy estate and will be subject to the
jurisdiction of the Bankruptcy Court under the Bankruptcy Code.
Given the current condition of the United States real estate
markets in general and the Denver, Colorado real estate market in
particular, the Company is unable to express any estimate of the
value of the real estate held by Matrix in Coyote Creek.


UNITED WESTERN: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: United Western Bancorp, Inc.
          fka Matrix Bancorp, Inc.
        12301 Grant Street, Suite 110
        Thornton, CO 80241

Bankruptcy Case No.: 12-13815

Chapter 11 Petition Date: March 2, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Harvey Sender, Esq.
                  SENDER & WASSERMAN, P.C.
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: Sendertrustee@sendwass.com

Scheduled Assets: $0

Scheduled Liabilities: $53,283,550

The petition was signed by Theodore Abariotes, chief restructuring
officer.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Matrix Bancorp Trading, Inc.          12-13822
  Assets: $0 to $50,000
  Debts:  $0 to $50,000
Matrix Funding Corp.                  12-13824
  Assets: $1 million to $10 million
  Debts:  $1 million to $10 million

Debtor's List of Its Seven Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Matrix Bancorp Capital Trust II    --                  $12,400,000
1100 North Market Street
Corporate Trust Department
Wilmington, DE 19890

JPMorgan Chase Bank, N.A.          --                  $12,310,231
Commercial Banking
Mail Code: IL1-1415
Chicago, IL 60603-2003

Matrix Bancorp Capital Trust VI    --                  $10,310,000
Global Debt Services
100 Plaza One, 6th Floor
Jersey City, NJ 07311

Regional Diversified Funding 2004-1--                  $10,000,000
Ltd
Wells Fargo Bank, N.A.
919 Market Street, Suite 700
Wilmington, DE 19801

Matrix Bancorp Capital Trust VIII  --                   $7,732,000
c/o Wells Fargo Bank, N.A.
919 Market Street, Suite 700
Wilmington, DE 19801

Internal Revenue Service           --                     $471,000
P.O. Box 7346
Philadelphia, PA 19101-7346

Equity Trust Company               --                      $60,319


US CAPITAL HOLDINGS: Taps GrayRobinson as Chapter 11 Counsel
------------------------------------------------------------
US Capital Holdings, LLC, seeks authority from the Bankruptcy
Court to employ GrayRobinson, P.A., as its Chapter 11 counsel.

Ivan J. Reich, Esq., attests that GrayRobinson does not represent
any interest adverse to the Debtor, or the estate, and is a
"disinterested person" as required by 11 U.S.C. Sec. 327(a).

GrayRobinson previously represented the Debtor but is presently
owed no monies by the Debtor.

Meanwhile, the Debtor faces a March 9 deadline to file its
schedules of assets and liabilities.

                     About US Capital Holdings

US Capital Holdings, LLC, and an affiliate, US Capital/Fashion
Mall, LLC, filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
12-14517 and 12-14519) in Forth Lauderdale, Florida, on Feb. 24,
2012.

US Capital/Fashion Mall is the owner of the former "Fashion Mall
at Plantation", now vacant, located at 321 N. University Drive, in
Plantation, Florida.  US Capital Holdings is the 100% owner of US
Capital/Fashion Mall.  The mall -- http://www.321north.com-- is
presently dormant, in part, as a result of a redevelopment plan
for the mall of a project called 321 North, which is intended to
be a major, retail, office and residential project.  The mall
suffered extensive hurricane damage from Hurricane Wilma, and has
yet to be paid on its insurance claim.

Judge John K. Olson presides over the case.


VIDEOTRON LTEE: S&P Assigns 'BB' Rating to $800MM Unsec. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its debt issue and
recovery ratings to Montreal-based telecommunication services
provider Videotron Ltee's (BB/Stable/--) proposed $800 million
senior unsecured notes due July 15, 2022. "We rate the notes at
'BB' (the same as the corporate credit rating on Videotron), with
a recovery rating of '3', indicating lenders can expect meaningful
(50%-70%) recovery in the event of default," S&P said.

Videotron is a 100%-owned subsidiary of Montreal-based Quebecor
Media Inc. (QMI; BB/Stable/--). The notes and the guarantees are
senior unsecured obligations of Videotron, ranking equally with
all existing and future unsecured unsubordinated debt of the
company.

"Proceeds from the proposed $800 million notes offering will be
used to finance the redemption and retirement of Videotron's
remaining issued and 6.875% senior notes outstanding due 2014, to
repay drawings under the company's revolving credit facility, for
general corporate purposes, and for the payment of related
transaction fees and expenses. We expect the issuance to have a
modestly negative impact on Videotron's and Quebecor Media's
consolidated credit metrics," S&P said.

"The ratings on QMI reflect the credit risk profile of the company
and its consolidated subsidiaries, including 100%-owned Videotron,
the largest cable operator in Quebec, and 100%-owned Sun Media,
the largest newspaper publisher in Canada," said Standard & Poor's
credit analyst Madhav Hari. The ratings on Videotron are equalized
with those on parent QMI, as per Standard & Poor's corporate
ratings criteria.

"The QMI ratings reflect Standard & Poor's view of the company's
significant financial risk profile characterized by an aggressive
financial policy given its growth focus, with a historically high
tolerance for debt, and weak, albeit improving, credit protection
metrics and modest free operating cash flow generation. We also
base the ratings on what we consider the weak business risk
profile of QMI's mature newspaper operations, which are facing
industry-specific as well as economy-related challenges; intense
competition at the company's various business segments; and high
capital expenditures in the telecommunications segment. Standard &
Poor's notes that the launch of a facilities-based wireless
service in Quebec, while potentially positive long term, requires
significant upfront investment in the near-to-medium term possibly
limiting free operating cash flow generation," S&P said.

"These factors are partially offset by what we view as the
investment-grade business risk profile of QMI's fast-growing
telecommunications operations, which comprised about 58% and 80%
of the company's total revenue and reported EBITDA for the 12
months ended Sept. 30, 2011, and the added diversity provided by
the company's various media operations, which should continue
generating meaningful free operating cash flow in the medium term
despite its revenue and cost challenges," S&P said.

"The stable outlook reflects our expectations that growth at QMI's
core cable operations will offset weakness at the news media
segment and that internally generated cash flow from the company's
existing operations will largely fund the launch of wireless
services in the next two years. Absent acquisitions or
shareholder-friendly initiatives, we believe QMI's adjusted debt
to EBITDA could weaken modestly from current levels (owing to the
wireless launch), but should remain well below our 4x target for
the ratings, which suggests that the company has some debt
capacity at the ratings level. Consideration for a near-term
upgrade will depend on QMI articulating less-aggressive financial
policies, including maintaining adjusted debt leverage of no more
than 3.5x and demonstrating that it can fund its growth
aspirations from internally generated operating cash flow. Given
that the company has substantial debt capacity, the cable segment
continues to perform well and the news media segment appears to be
stabilizing, we are less likely to consider a downgrade in the
near term. However, a sizable debt-financed acquisition or
shareholder-friendly actions, which would cause pro forma adjusted
debt leverage to rise above 4x, could trigger a downgrade," S&P
said.

Ratings List
Videotron Ltee

Corporate credit rating                 BB/Stable/--

Rating Assigned
$800 million senior unsecured notes   BB
Recovery rating                        3


VITRO SAB: Moves to Enforce Mexican Reorganization in U.S.
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB began the process of finding out whether
courts in the U.S. will uphold and enforce the Mexican
glassmaker's bankruptcy reorganization plan, which was approved by
a court in Monterrey, Mexico, and implemented last month.

According to the report, Vitro filed papers on March 2 in U.S.
Bankruptcy Court in Dallas asking the judge to enforce the Mexican
reorganization plan and halt suits by bondholders aimed at
collecting on the defaulted bonds.  The first opportunity for U.S.
Bankruptcy Judge Harlin "Cooter" Hale to rule could come quickly
because Vitro filed a motion for a temporary restraining order to
halt the bondholders' legal actions in the U.S.  No hearing date
has been set as of yet.

Vitro, the report relates, argues that the reorganization should
be enforced in the U.S. because bondholders were given full due
process rights in the Mexican courts.  The company contends that
the Mexican court's proceedings should be enforced because they
weren't "manifestly contrary to the public policy of the U.S."
Vitro told Hale that U.S. courts enforced Mexican reorganizations
on six prior occasions.

Vitro in February said 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.

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.


WILSON DEVELOPMENT: Meeting to Form Creditors' Panel on March 8
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 8, 2012, at 10:30 a.m. in
the bankruptcy case of Wilson Development Associates, LLC, et al.
The meeting will be held at:

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

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

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

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

Wilson International and an affiliate filed bare-bones Chapter 11
petitions (Bankr. D. Del. Case Nos. 12-10578 and 12-10579) in
Delaware on Feb. 21, 2012.  Wilson International Partners
estimated up to $10 million in assets and liabilities.  Affiliate
Wilson Development Associates, LLC, which claims to be a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 01(51B), estimated
assets and debts of up to $50 million.


* Tight Financing May Lead to More Shipping Firms to Default
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the global
slowdown in the shipping industry is claiming more victims and
industry experts expect more defaults in the coming months as
heavy debt loads and tight financing squeeze the weaker players.


* Three California Cities Could Test State's New Bankruptcy Law
---------------------------------------------------------------
American Bankruptcy Institute reports that confronted by declining
tax revenue and rising employee costs, Stockton, Calif., is
considering bankruptcy?while several other struggling California
cities warn they could eventually face the same predicament.


* Chadbourne & Parke Appoints Two International Partners
---------------------------------------------------------
The international law firm of Chadbourne & Parke disclosed that it
has made six new appointments.  Alejandro Landa and Daniel Spencer
have been appointed International Partners in Mexico City and Sao
Paulo respectively, Jeff Browne has been appointed International
Counsel in Moscow, while Daniel Scott, Joseph Giannini and Kessar
Nashat have been promoted to Counsel in the New York office.

"I would like to congratulate Alejandro, Jeff, Joseph, Kessar,
Daniel Spencer and Daniel Scott on their appointments," said
Chadbourne Managing Partner Andrew Giaccia.  "These outstanding
lawyers reflect the breadth of practice and diverse experience
that we offer our global clients. Their appointments are an
acknowledgement of the Firm's appreciation of their legal talent,
and their commitment to client service."

Alejandro Landa, based in Chadbourne's Mexico City office,
counsels companies and financial institutions on a broad range of
legal issues with a particular emphasis on financial, securities
and corporate transactions including public bids, mergers and
acquisitions, joint ventures financings, asset backed
securitizations and future flow transactions. Mr. Landa also has
extensive experience advising clients in connection with
structured loans, bridge financings, and the design and
implementation of financing structures for real estate,
hospitality and infrastructure projects.  Mr. Landa earned his
B.S. (Industrial and Systems Engineer) from the Instituto
Tecnologico y de Estudios Superiores de Monterrey in 2002.  He
received his Law Degree from Instituto Tecnologico Autonomo de
Mexico in 2004 and his LL.M from Columbia Law School in 2008.

Daniel Spencer, based in Chadbourne's Sao Paulo office, advises
financial institutions and corporations with respect to their
Latin American finance and commercial transactions.  His practice
areas include project finance, structured finance, trade finance,
bank finance and general commercial contract work.  He has
extensive experience in the energy (including oil and gas),
infrastructure and agribusiness sectors, particularly in Brazil
(where he has been based for over six years) and Peru. Mr. Spencer
received his L.L.B from the University of Exeter where he
graduated with first class honors. He received his L.P.C from BPP
Law School in London.

Jeff Browne, based in Chadbourne's Moscow office has great depth
of experience in complex cross-border and domestic finance and
corporate transactions, with particular emphasis on structured
finance, capital markets and derivatives, acquisition finance,
syndicated lending, and project finance.  He also advises on
cross-border M&A, joint venture, and general commercial matters.
Mr. Browne's recent experience includes representing lenders,
borrowers and arrangers on all forms of finance, including secured
and unsecured transactions, capital markets and tax-driven
structured finance, as well as advising leading international
financial institutions on various derivatives and structured
products. He earned his LL.B, with honors, from Bond University in
2002.

Daniel Scott practices trusts and estates and tax law out of
Chadbourne's New York office.  Mr. Scott's practice focuses on
domestic and international estate, tax and wealth planning for
high net worth individuals and their families and businesses.  In
addition to the preparation of wills and trusts, Mr. Scott advises
on the structuring, administration and transfer of closely held
businesses, including family offices and private trust companies,
and other assets.  He also counsels international clients on
cross-border planning, pre-immigration tax planning, U.S. tax and
reporting issues, and offshore grantor and non-grantor trust
issues.  Mr. Scott has published numerous articles and has
lectured on the personal planning needs of entertainers and
athletes.  Mr. Scott earned his B.A., summa cum laude, from
Manhattan College in 1999, where he was Valedictorian of his
class, and is a 2002 graduate, magna cum laude, of St. John's
University, School of Law.

Joseph Giannini, based in Chadbourne's New York office, focuses
his practice on representing domestic and international clients in
connection with banking, finance and related corporate
transactions.  Mr. Giannini has extensive experience representing
both international financial institutions and borrowers across
various industries in connection with a wide range of secured and
unsecured lending transactions, including asset-based lending,
working capital facilities, structured finance and bankruptcy-
related matters.  Some of his recent experiences include
representing syndicates of banks in connection with a $1 billion
guaranteed revolving credit facility for a major Mexican
industrial group, various working capital facilities for a Russian
oil company (and its domestic subsidiaries) and a $250 million
senior secured credit facility for a U.S. based investment
company.  Mr. Giannini received his B.A. from Drew University in
1999, cum laude, and his J.D. from Georgetown University Law
Center in 2002.

Kessar Nashat, based in Chadbourne's New York office, has
extensive experience advising public and private companies on a
broad range of corporate legal matters, with a particular emphasis
on mergers and acquisitions, spin-offs and other divestitures,
joint ventures and debt and equity offerings.  In addition to his
transactional experience, Mr. Nashat routinely advises public
companies on corporate and securities matters, including with
respect to SEC filings, corporate governance and board matters,
public disclosures, trading by insiders, takeover defenses and
equity-based compensation plans.  Kessar has also written on
securities reform, shareholder rights plans and the U.S. financial
bailout.  He received his B.A., with distinction, from Cornell
University in 1999 and his J.D., cum laude, from New York
University School of Law in 2002.

                       About Chadbourne & Parke

Chadbourne & Parke LLP, -- http://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.  Major geographical areas of concentration include
Russia, Central and Eastern Europe, Turkey, the Middle East and
Latin America.  The Firm has offices in New York, Washington DC,
Los Angeles, Mexico City, Sao Paulo, London, Moscow, Warsaw, Kyiv,
Almaty, Istanbul, Dubai and Beijing.


* Oaktree Rounds Up $1.1-Bil. So Far for Latest Distressed Fund
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Oaktree Capital
Management has rounded up at least $1.1 billion in an initial
closing of its newest distressed debt fund, according to two
people familiar with the fund-raising process.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                               Total
                                              Share-      Total
                                    Total   Holders'    Working
                                   Assets     Equity    Capital
  Company             Ticker         $MMM       $MMM       $MMM
  -------             ------       ------   --------    -------
ABSOLUTE SOFTWRE      ABT CN        125.3       (7.2)      10.8
ACCO BRANDS CORP      ABD US      1,116.7      (61.9)     316.8
ALASKA COMM SYS       ALSK US       605.1      (50.9)      (9.7)
AMC NETWORKS-A        AMCX US     2,121.5   (1,065.5)     519.5
AMER AXLE & MFG       AXL US      2,328.7     (419.6)     187.0
AMER RESTAUR-LP       ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO      ASCA US     2,012.0      (90.6)     (33.0)
AMYLIN PHARM INC      AMLN US     1,870.2     (138.7)     125.2
ANOORAQ RESOURCE      ARQ SJ        927.7     (148.7)      29.2
AUTOZONE INC          AZO US      6,056.5   (1,295.5)    (608.2)
BAZAARVOICE INC       BV US          46.8      (15.4)     (18.2)
BLUEKNIGHT ENERG      BKEP US       320.8      (12.5)     (69.9)
BLUESKY SYSTEMS       BSKS US         0.1       (0.2)       -
BOSTON PIZZA R-U      BPF-U CN      146.9     (105.3)      (2.0)
CABLEVISION SY-A      CVC US      7,143.3   (5,560.3)    (240.5)
CADIZ INC             CDZI US        49.3       (4.7)       2.5
CAPMARK FINANCIA      CPMK US    20,085.1     (933.1)       -
CC MEDIA-A            CCMO US    16,542.0   (7,471.9)   1,556.3
CENTENNIAL COMM       CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC            CVO US      1,385.6     (381.7)     199.9
CERES INC             CERE US        33.1      (13.7)      12.0
CHENIERE ENERGY       CQP US      1,737.3     (545.0)      57.7
CHENIERE ENERGY       LNG US      2,915.3     (173.0)       6.5
CHOICE HOTELS         CHH US        447.7      (25.6)      10.2
CINCINNATI BELL       CBB US      2,714.7     (715.2)     (35.4)
CLOROX CO             CLX US      4,290.0     (199.0)    (289.0)
CLOVIS ONCOLOGY       CLVS US        26.4      (18.1)     (19.2)
CROWN HOLDINGS I      CCK US      6,868.0     (239.0)     318.0
DEAN FOODS CO         DF US       5,754.4      (98.7)     220.8
DELTA AIR LI          DAL US     43,499.0   (1,396.0)  (4,972.0)
DENNY'S CORP          DENN US       350.5       (9.7)     (25.9)
DIGITAL DOMAIN M      DDMG US       178.9      (85.7)     (38.3)
DIRECTV-A             DTV US     18,423.0   (2,842.0)    (502.0)
DISH NETWORK-A        DISH US    11,470.2     (419.0)     527.3
DISH NETWORK-A        EOT GR     11,470.2     (419.0)     527.3
DOMINO'S PIZZA        DPZ US        480.5   (1,209.7)     129.7
DUN & BRADSTREET      DNB US      1,977.1     (740.2)    (226.6)
FREESCALE SEMICO      FSL US      3,415.0   (4,480.0)   1,432.0
GENCORP INC           GY US         939.5     (207.2)     101.1
GLG PARTNERS INC      GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS      GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC      GRZ US         85.2      (19.9)      60.2
GOLD RESERVE INC      GRZ CN         85.2      (19.9)      60.2
GRAHAM PACKAGING      GRM US      2,947.5     (520.8)     298.5
GRAMERCY CAPITAL      GKK US      4,514.8     (598.1)       -
HANDY & HARMAN L      HNH US        380.4       (0.9)      39.2
HCA HOLDINGS INC      HCA US     26,898.0   (7,014.0)   1,679.0
HUGHES TELEMATIC      HUTCU US       94.0     (111.8)     (39.0)
HUGHES TELEMATIC      HUTC US        94.0     (111.8)     (39.0)
INCYTE CORP           INCY US       329.0     (227.1)     175.2
IPCS INC              IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI      ISTA US       153.1      (49.1)       2.3
JUST ENERGY GROU      JE US       1,644.4     (394.5)    (338.4)
JUST ENERGY GROU      JE CN       1,644.4     (394.5)    (338.4)
LIN TV CORP-CL A      TVL US        815.8     (115.0)      56.6
LIZ CLAIBORNE         LIZ US        950.0     (109.0)     124.8
LORILLARD INC         LO US       3,008.0   (1,513.0)   1,079.0
MAINSTREET EQUIT      MEQ CN        477.7      (11.1)       -
MANNING & NAPIER      MN US          66.1     (184.6)       -
MARRIOTT INTL-A       MAR US      5,910.0     (781.0)  (1,234.0)
MEAD JOHNSON          MJN US      2,766.8     (168.0)     689.6
MERITOR INC           MTOR US     2,553.0     (983.0)     180.0
MONEYGRAM INTERN      MGI US      5,175.6     (110.2)     (40.4)
MOODY'S CORP          MCO US      2,876.1     (158.4)     290.4
MORGANS HOTEL GR      MHGC US       557.7      (84.5)      18.3
NATIONAL CINEMED      NCMI US       820.2     (346.8)      68.4
NEXSTAR BROADC-A      NXST US       582.7     (187.0)      26.2
NPS PHARM INC         NPSP US       214.0      (46.1)     156.0
NYMOX PHARMACEUT      NYMX US         6.5       (5.5)       3.3
OTELCO INC-IDS        OTT US        316.1      (10.1)      22.9
OTELCO INC-IDS        OTT-U CN      316.1      (10.1)      22.9
PALM INC              PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN      PDLI US       269.5     (204.3)     100.5
PETROALGAE INC        PALG US         8.3      (76.0)     (77.4)
PLAYBOY ENTERP-A      PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B      PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC          PRM US        208.0      (91.7)       3.6
PROTECTION ONE        PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU      QLTY US       302.4     (106.2)      45.8
REGAL ENTERTAI-A      RGC US      2,341.3     (572.5)       2.8
RENAISSANCE LEA       RLRN US        57.0      (28.2)     (31.4)
RENTECH NITROGEN      RNF US        152.4      (76.1)     (32.3)
REVLON INC-A          REV US      1,157.1     (692.9)     183.3
RSC HOLDINGS INC      RRR US      3,141.0      (38.4)      (1.0)
RURAL/METRO CORP      RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL      SBH US      1,792.7     (168.5)     482.3
SINCLAIR BROAD-A      SBGI US     1,571.4     (111.4)    (111.5)
SINCLAIR BROAD-A      SBTA GR     1,571.4     (111.4)    (111.5)
SMART TECHNOL-A       SMT US        529.8       (7.1)     183.9
SMART TECHNOL-A       SMA CN        529.8       (7.1)     183.9
SUN COMMUNITIES       SUI US      1,368.0     (100.7)       -
SYNERGY PHARMACE      SGYP US         2.1       (8.6)      (6.1)
TAUBMAN CENTERS       TCO US      3,336.8     (256.2)       -
THERAVANCE            THRX US       258.8      (87.1)     199.3
UNISYS CORP           UIS US      2,612.2   (1,311.0)     487.3
VECTOR GROUP LTD      VGR US        927.8      (89.0)     194.5
VERISIGN INC          VRSN US     1,856.2      (88.1)     788.9
VERISK ANALYTI-A      VRSK US     1,541.1      (98.5)     104.0
VIRGIN MOBILE-A       VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS       WTW US      1,121.6     (409.8)    (279.7)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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