TCR_Public/120307.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 7, 2012, Vol. 16, No. 66

                            Headlines

155 EAST: Hooters Casino Hotel Wins Approval to Exit Bankruptcy
ACADIA HEALTHCARE: Debt Hike Has Modest Moody's Rating Impact
ACCO BRANDS: Upsized Loan No Effect on Sec. Facility 'Ba2' Rating
AES EASTERN: Wins OK to Auction Two Plants March 26
AFFIRMATIVE INSURANCE: Moody's Cuts Corp Family Rating to 'Caa2'

ALCO CORPORATION: Court OKs Carmen D. Conde Torres as Counsel
ALEXANDER SRP: Odyssey Lake Apartments Owner in Chapter 11
ALLEN FAMILY: Court Extends Exclusive Plan Filing Period to June 5
ALLIS-CHALMERS: Moody's Withdraws B3 Rating over Notes Redemption
AMERICAN AIRLINES: OKs Lift Stay for BNY Mellon to Apply Funds

AMERICAN AIRLINES: Stay Lifted for World Trace Center Suit
AMERICAN AIRLINES: Delta Reportedly Evaluating AMR Purchase
AMERICAN AIRLINES: To Trim Down NY Flights in Summer
AMERICAN AIRLINES: Reports February Traffic
AMERICAN AIRLINES: Travelport Extends Full-Content Deal

ATC VENTURE: NYSE Amex Accepts Compliance Plan
BANKATLANTIC BANCORP: Deal to Sell Bank to BB&T Needs Revision
BANKUNITED FINANCIAL: Committee's Liquidating Plan Confirmed
BANNING LEWIS: Holland & Hart OK'd to Assist in Adversary Case
BANNING LEWIS: NAI Highland Approved as Real Estate Broker

BEACON POWER: $31MM Sale Bright Spot for DOE Program, Experts Say
BEAR MOUNTAIN: Court OKs Davidson Backman as Bankruptcy Counsel
BEAR MOUNTAIN: May Incur $37K Debt for Farming & Mgmt Services
BERNARD L. MADOFF: Trustee Too Late for Suit, Son's Ex-Wife Says
BILL BARRETT: Moody's Rates New $400MM Senior Notes at 'B1'

BOWE BELL: Motion to Hold BSGmbH in Contempt of Sale Order Denied
BROOKSTREET SECURITIES: CEO Must Pay $10MM Penalty in SEC Case
BROADSIGN INTERNATIONAL: Case Summary & Creditors List
CALIFORNIA PIZZA: Moody's Assigns 'B3' Corp. Family Rating
CAMARILLO PLAZA: Court to Consider Counsel Employment on April 3

CAMARILLO PLAZA: Taps Sergio Salinas for Monthly Reports, et al.
CAPMARK FINANCIAL: Goldman Sachs Bid to Move $147MM NY Suit Denied
CAROLINA TRAIL: Case Summary & 3 Largest Unsecured Creditors
CASELLA WASTE: Moody's Cuts Corporate Family Rating to 'B3'
CENTERPOINT ENERGY: Moody's Keeps Ba1 Sub. Domestic Curr. Rating

CENTRAL FALLS, R.I.: Receiver Turns Attention to School Costs
CENTURY PLAZA: Has Until June 18 to Propose Reorganization Plan
CHINA TEL GROUP: Secures $7.7 Million Funding from Investors
CHOCTAW RESORT: S&P Raises Issuer Credit Rating to 'B+'
CHURCH STREET HEALTH: To Shut Down Clinic By End of March

CIRCUS AND ELDORADO: Has Forbearance Until March 15
CIRCUS AND ELDORADO: Moody's PDR to 'D' Following Missed Payment
CIRCUS AND ELDORADO: S&P Lowers Corporate Credit Rating to 'D'
CITIZENS CORP: U.S. Trustee Objects to Plan Valuation
CLECO CORP: Moody's Gives Ba1 Sub Shelf Domestic Currency Rating

CONCHO RESOURCES: Moody's Raises Corp Family Rating to 'Ba3'
CONTINENTAL RESOURCES: Moody's Raises Corp. Family Rating to Ba1
CRC HEALTH: S&P Assigns 'B' Rating to $87.6-Mil. Term Loan B
CREEKHILL REALTY: Files Schedules of Assets and Liabilities
CROWN HOLDINGS: Fitch Upgrades Issuer Default Rating to 'BB+'

DALLAS ROADSTER: Files List of 20 Largest Unsecured Creditors
DALLAS ROADSTER: Texas Capital Objects to Cash Collateral Use
DELTA PETROLEUM: Seeks to Maintain Control as Auction Nears
DRH MINISTRIES: Case Summary & 4 Largest Unsecured Creditors
DRYDOCKS WORLD: Aims to Close Debt Restructuring by July

EAST RIVER: Case Summary & 4 Largest Unsecured Creditors
EASTMAN KODAK: Moody's Rates $700MM DIP Term Loan at 'B1'
ELITE PHARMACEUTICALS: Amends Socius Securities Purchase Pact
ENERGY CONVERSION: Taps AlixPartners as Financial Advisor
FIDELITY NATIONAL: Moody's Rates New $500MM Debt at 'Ba2'

FIDELITY NATIONAL: Fitch Lifts Issuer Default Rating From 'BB+'
FIRST CAPITAL: Moody's Confirms 'Caa1' CFR, 'Caa3' Notes Rating
FOREST OIL: S&P Affirms 'BB-' Corporate Credit Rating
FULLER BRUSH: Lists $22 Million Owing to Victory Park
GIORDANO'S ENTERPRISES: VPC Forms New Mgt. After Ch. 11 Purchase

GLOBAL FOOD: Fryer Resigns from Board Due to Potential Conflicts
GOLF RESORT: Economic Woes Prompt Chapter 11 Bankruptcy Filing
GRACEWAY PHARMACEUTICALS: Sets April 11 Liquidating Plan Hearing
GRAHAM SLAM: Has Access to Cash Collateral Until March 15
GREAT PLAINS: Files List of 20 Largest Unsecured Creditors

GRUBB & ELLIS: Could Liquidate If Sale Plan Isn't Approved
HEXION U.S.: Moody's Assigns 'Ba3' Rating to 1st Lien Notes
HORIZON GLOBAL: SEC Raises Fraud Charges & Obtains Asset Freeze
HORNBECK OFFSHORE: Moody's Rates New Notes Due 2020 at 'Ba3'
HORNBECK OFFSHORE: S&P Rates $350-Mil. Sr. Unsec. Notes at 'BB-'

HOSTESS BRANDS: Judge Can't Rule on Contracts, Union Argues
JACOBS ENTERTAINMENT: Moody's Keeps 'Caa1' Rating on $210MM Notes
JDA SOFTWARE: S&P Affirms 'BB-' Corporate Credit Rating
JEFFERSON COUNTY: Eligible to File Chapter 9 Bankruptcy
JETSTAR PARTNERS: Files for Chapter 11 in Dallas

JOBSON MEDICAL: Wins Nod of Prepack in Less Than Five Weeks
KEY ENERGY: Moody's Rates $200 Million Add-On Sr. Notes at 'B1'
LAKE TAHOE: Says Owens-Backed Chapter 11 Plan is Confirmable
LEHMAN BROTHERS: Plan Now Effective; Distributions Start April 17
LEHMAN BROTHERS: SIPA Trustee, Lehman Settle Claims

LICHTIN/WADE LLC: Files List of 20 Unsecured Creditors
LITTLE MOUNTAIN: Files for Chapter 11 in Salt Lake City
LIZ CLAIBORNE: S&P Upgrades Corporate Credit Rating to 'B'
LOS ANGELES DODGERS: Beaten Fan Rebuffs Bankruptcy Compromise
MA BB OWEN: Sale of All Assets to Castle Hill Approved

MAGUIRE GROUP: Court Approves Payments of Critical Vendor Claims
MAGUIRE GROUP: Final Hearing on Cash Access Set for Today
MAGUIRE GROUP: Hearing on Plan Outline Adequacy Set for Today
MAGUIRE GROUP: Wants Plan Filing Exclusivity Until May 21
MAGUIRE GROUP: Wants Until May 21 to Decide on Unexpired Leases

MALIBU ASSOCIATES: Court Approves Dismissal Motion
MARKETING WORLDWIDE: Ronald Kletter Discloses 15.8% Equity Stake
MASCO CORP: Moody's Assigns 'Ba2' to $400MM Sr. Unsec. Notes
MASCO CORP: Fitch Rates Proposed $400MM Sr. Notes Offering at 'BB'
METALDYNE CORP: New York Judge Refuses to Seal Settlement

MILACRON HOLDINGS: Moody's 'B2' CFR/PDR for Possible Upgrade
MUNICIPAL CORRECTIONS: Faces Involuntary Chapter 11 Bankruptcy
NBOR CORP: Court Dismisses Involuntary Chapter 11 Case
NEBRASKA BOOK: Deloitte Tax Approved as Income Tax Advisors
NEBRASKA BOOK: Devises Severance Bonuses for Workers

NEIMAN MARCUS: Fitch Affirms Issuer Default Rating at 'B'
NET ELEMENT: Enters Into $2-Mil. Subscription Pact with Rakishev
NISOURCE INC: Moody's Assigns '(P)Ba2' Domestic Currency Rating
NORTEL NETWORKS: Files Schedules of Assets and Liabilities
NORTH AMERICAN ENERGY: Moody's Cuts CFR to B3; Sr. Notes Now Caa1

NORTHEAST UTILITIES: Moody's Assigns Ba1 Domestic Currency Rating
NUVILEX INC: Dismisses M&K as Auditors, Hires Robison Hill
OTERO COUNTY: Court OKs BofA Deal on Cash Use Until Nov. 15
OTTER TAIL: Moody's Gives Ba1 Sr. Unsec. Domestic Currency Rating
PAWTUCKET ASPHALT: Files for Chapter 11 Bankruptcy Protection

PEMCO WORLD: Sun Aviation to Fund Ch. 11 Case, Buy Back Business
PENINSULA HOSPITAL: U.S. Trustee Wants Chapter 11 Trustee
PIEDMONT CENTER: Chapter 11 Trustee Hires Nelson as Accountant
PIEDMONT CENTER: Can Use KeySource Cash Collateral Until Apr. 30
PIEDMONT CENTER: KeySource Wins Lift Stay for Mebane Property

PINNACLE AIRLINES: Postpones Annual Meeting Indefinitely
PINNACLE AIRLINES: Financial Chief Christie Joins Spirit Airlines
PINNACLE ENTERTAINMENT: Moody's Rates $250MM New Notes at 'B3'
PINNACLE ENTERTAINMENT: Fitch Rates Proposed $250MM Loan at 'B-'
PINNACLE WEST: Moody's Assigns '(P)Ba2' Domestic Currency Rating

PNM RESOURCES: Moody's Gives Ba1 Sr. Unsec. Domestic Curr. Rating
POMPANO CREEK: U.S. Trustee Appoints Chapter 7 Trustee
POMPANO CREEK: Section 341(a) Meeting Scheduled for March 27
QUADRA FNX: KGHM Unit Completes Acquisition of All Shares
RADIOSHACK CORP: S&P Cuts Corporate to 'B+'; Outlook Negative

RBS GLOBAL: Moody's Assigns 'Ba3' Rating to $1.1-Bil. Facility
RESERVOIR CORPORATE: Daniel Steinberg Pleads Guilty of Fraud
ROAD INFRASTRUCTURE: S&P Assigns Preliminary 'B' Rating
ROBERT E. DERECKTOR: Files for Chapter 11 Bankruptcy Protection
ROCK POINTE: Files List of 20 Largest Unsecured Creditors

ROUNDTABLE CORPORATION: Case Summary & Creditors List
ROUNDY'S SUPERMARKETS: Moody's Affirms B1 Rating on 1st Lien Debt
SAND SPRING: Shareholders Group Wants Official Equity Committee
SENSIVIDA MEDICAL: Sidney Braginsky Named to Board of Directors
SL GREEN: Fitch Affirms Issuer Default Rating at 'BB+'

STANFORD FINANCIAL: Founder Guilty of $7-Bil. Ponzi Scheme
STOCKTON, CALIFORNIA: S&P Lowers Issuer Credit Rating to 'SD'
TBS INTERNATIONAL: AlixPartners LLP OK'd as Financial Advisors
TBS INTERNATIONAL: Has Until April 6 to File Schedules
TBS INTERNATIONAL: Taps Lazard Freres as Investment Banker

TBS INTERNATIONAL: Taps Cardillo & Corbett as Corporate Counsel
TECO ENERGY: Moody's Assigns '(P)Ba2' Domestic Currency Rating
TEXAS WESLEYAN: Moody's Withdraws 'Ba2' Rating on Revenue Bonds
THERMADYNE HOLDINGS: S&P Keeps 'B-' Rating on $100-Mil. Add-On
TOUSA INC: Seeks OK of Settlement of Transeastern Committee Action

TRAILER BRIDGE: Hearing on Exclusivity Extensions Set for March 8
TRAILER BRIDGE: Wants Until June 13 to Assume or Reject Leases
TRIBUNE CO: Seeks Further Extension of Rule 4(m) Deadline
TRIBUNE CO: Files Objection to Marta Waller's Claims
TRIBUNE CO: LA Times Objects to V. Comparsi's $1.56MM Claim

TRONOX INC: Anadarko Says Bankr. Court Can't Rule on Claims
TUBE CITY: Moody's Raises Corp. Family Rating to 'Ba3'
UNISOURCE ENERGY: Moody's Assigns Ba1 Sr Domestic Currency Rating
UNITED RETAIL: Versa-Led Auction Set for March 23
UNITED SURGICAL: Moody's Rates US$440MM New Notes at '(P)Caa1'

VIKING SYSTEMS: Incurs $2.9 Million Net Loss in Full Year 2011
VOICES OF FAITH: Creditors' Proofs of Debt Due March 20
WEIRTON MEDICAL: Moody's 'Ba3' Bond Rating for Possible Downgrade
WILLBROS GROUP: S&P Lowers Corporate Credit Rating to 'B-'
WYNN LAS VEGAS: Fitch Rates $900-Mil. Mortgage Notes at 'BB+'

YANKEE CANDLE: Moody's Rates Proposed $580MM Loan at 'Ba3'
YANKEE CANDLE: S&P Affirms 'B' Corporate Credit Rating
YELLOWSTONE MOUNTAIN: $375MM Malpractice Suit vs. Garlington Nixed

* Straddling Taxes Are Pre-Bankruptcy, 5th Circuit Rules

* February Bankruptcies Lower, Chapter 11s May Have Hit Bottom
* Debt Load Not Main Cause of Credit Strain for Most Muni Issuers

* Marks to Head Vorys' Bankruptcy & Creditors Rights Practice
* SmithAmundsen's P. Jones Joins Greensfelder Bankruptcy Group

* Upcoming Meetings, Conferences and Seminars



                            *********

155 EAST: Hooters Casino Hotel Wins Approval to Exit Bankruptcy
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the owner of the Hooters
Casino Hotel won permission to exit bankruptcy under a Chapter 11
plan that has the sale of the Las Vegas property at its heart.

The U.S. Bankruptcy Court for the District of Nevada held a
hearing on March 2 to consider confirmation of 155 East Tropicana
LLC's Chapter 11 reorganization plan.

The bankruptcy judge previously signed an order approving the sale
of 155 East's Hooters Casino Hotel in Las Vegas to secured
creditor Canpartners Realty Holding Co. IV LLC.  Completion of the
sale requires approval of the reorganization plan at the
confirmation hearing.  Canpartners owns 98.4% of the $130 million
in 8.75% second-lien senior secured notes.  It will acquire the
property in exchange for $45 million of the notes and the
assumption of $15 million in financing for the bankruptcy.

To fund the plan, Canpartners is allowing the casino to
retain $10.6 million cash to cover professional costs and full
payment on $3.35 million in secured notes owned by third parties.
Unsecured creditors with about $265,000 in claims are to be paid
in full.  The first-lien credit facility, with about $14.5 million
outstanding, will be assumed by the new owners.  Wells Fargo
Capital Finance Inc. is agent for holders of first-lien debt.

                      About 155 East Tropicana

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

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

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

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


ACADIA HEALTHCARE: Debt Hike Has Modest Moody's Rating Impact
-------------------------------------------------------------
Moody's Investors Service commented that Acadia Healthcare
Company, Inc.'s announcement that it has expanded its senior
secured credit facility by $70 million, has a modest negative
impact on the company's credit profile, and the expected loss
given default on the company's outstanding senior unsecured notes.
However, the change in Acadia's capital structure is not enough to
warrant a change in the ratings of the company, including the B1
Corporate Family and Probability of Default Ratings and the B3
rating on the unsecured notes.

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

Headquartered in Franklin, Tennessee, Acadia is a provider of
inpatient behavioral health care services. Acadia operates a
network of 32 behavioral health facilities with over 2,100
licensed beds in 19 states. Acadia provides psychiatric and
chemical dependency services to its patients in a variety of
settings, including inpatient psychiatric hospitals, residential
treatment centers, outpatient clinics and therapeutic school-based
programs.


ACCO BRANDS: Upsized Loan No Effect on Sec. Facility 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service says the $100 million upsizing of ACCO
Brands Corporation's term loan has no effect on the Ba2 rating
assigned to the senior secured credit facility (term loan A, term
loan B and revolver) but is a credit positive.

The principal methodology used in rating ACCO was Moody's Global
Packaged Goods Industry methodology published in July 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

ACCO Brands Corporation ("ACCO") is a leading supplier of branded
office products, which are marketed in over 100 countries to
retailers, wholesalers, and commercial end-users. Revenue for ACCO
approximated $1.4 billion for the year months ended December 31,
2011.


AES EASTERN: Wins OK to Auction Two Plants March 26
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AES Eastern Energy LP prevailed over the opposition
and was given authorization to hold a March 26 auction for the two
operating power plants.  Under a deal reached prepetition, the
Debtor would turn the two operating facilities over to debt
holders in exchange for debt, absent higher and better offers.
The judge has approved the agreement.  The bankruptcy judge is
requiring the submission of competing bids by March 19.  A hearing
to approve the sale will take place March 26.

                         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.


AFFIRMATIVE INSURANCE: Moody's Cuts Corp Family Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service announced that it lowered the insurance
financial strength ratings (IFS) of Affirmative Insurance Company
(AIC) and Insura Property and Casualty Insurance Company, both
subsidiaries of Affirmative Insurance Holdings, Inc.
(Affirmative), to B1 from Ba3. In the same rating action, Moody's
lowered the corporate family rating of Affirmative to Caa2 from
Caa1 and the senior secured credit rating of its bank credit
facility to Caa2 from Caa1. The outlook for the ratings was
changed to negative from stable.

Ratings Rationale

According to Moody's, the downgrades reflect the company's
strained financial condition, limited cash flows available for
debt service, elevated potential to breach covenants in its bank
credit facility, and concerns regarding execution risks related to
insurance operations. The company's regulated insurance operations
have poor profitability, are in a negative unassigned surplus
position and are not permitted to dividend funds to the parent
without regulatory approval. Given its deteriorating fundamentals,
the company has exercised the deferral feature of its trust
preferred securities in order to preserve cash.

Expanding on its rationale, Moody's notes that for the first nine
months of 2011, the company's consolidated shareholders' equity
declined 20%, in part reflecting a 44% decline in total revenues.
The company's significant negative consolidated tangible equity
position (-$106 million at 9/30/11) reflects $164 million of
goodwill which is subject to annual and interim impairment
testing.

Although Affirmative's underwriting results stabilized somewhat in
2011, the group's lead insurer, AIC, reported a decline in surplus
of 19% during the year and posted negative operating cash flows of
$84 million. During 2011, AIC's gross premium volume fell by 36%,
in part due to planned broad restructuring efforts to exit non-
profitable business and states, but also significantly, due to
increased competition.

Although the substantial majority of debt service is supported by
unregulated cash flows from agent's commissions and premium
finance fees, both sources depend to a meaningful extent on the
premium revenues of the insurance operations. A further
deterioration in the health of the insurance subsidiaries could
adversely impact the magnitude of Affirmative's unregulated cash
flows to the holding company.

The negative outlook reflects the continued heightened potential
to breach loan covenants in the bank credit facility, and
operations risks in its insurance business, including possible
adverse development on prior accident year reserves.

The following ratings were downgraded and assigned a negative
outlook:

Affirmative Insurance Holdings, Inc. -- senior secured bank
credit facility to Caa2 from Caa1; corporate family rating to
Caa2 from Caa1;

Affirmative Insurance Company -- insurance financial strength to
B1 from Ba3;

Insura Property & Casualty Company -- insurance financial
strength to B1 from Ba3.

Affirmative, based in Addison, TX, is a producer and provider of
non-standard personal automobile insurance to consumers in highly
targeted geographic markets. The company offers products in 10
states, including Texas, Louisiana, California, and Illinois. For
the first nine months of 2011, Affirmative reported revenues of
$197 million and a net loss of $19 million. As of September 30,
2011, Affirmative's shareholders' equity was $74 million.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Property and Casualty Insurers published in
May 2010.

   
ALCO CORPORATION: Court OKs Carmen D. Conde Torres as Counsel
-------------------------------------------------------------
Alco Corporation sought and obtained approval from the
Bankruptcy Court for permission to employ Carmen D. Conde Torres,
Esq., and C. Conde & Associates as its Chapter 11 lawyer.

Mrs. Conde Torres, Esq., a senior attorney at the firm, charges
US$300 an hour for her services.  Associates at the firm bill
US$275 per hour while paralegals charge US$150 per hour.

The firm received a non-refundable retainer of US$20,000 which was
paid by Desarrolladora Los Filters Inc.

                         About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
It scheduled US$11,200,030 in assets and $7,762,314 in debts.
The petition was signed by Alfonso Rodriguez, president.  Alco
tapped Jimenez Vasquez & Associates, PSC, as accountants.


ALEXANDER SRP: Odyssey Lake Apartments Owner in Chapter 11
----------------------------------------------------------
Alexander SRP Apartments, LLC, filed a bare-bones Chapter 11
petition (Bankr. S.D. Ga. Case No. 12-20272) in its hometown on
March 5, 2012.  The Debtor, a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), owns the Odyssey Lake Apartments in
Brunswick, Georgia.  The Debtor estimated assets and debts of
$10 million to $50 million.


ALLEN FAMILY: Court Extends Exclusive Plan Filing Period to June 5
------------------------------------------------------------------
The U.S. Bankruptcy Court has approved Allen Family Foods, Inc.
and its debtor affiliates' motion for a second extension of their
exclusive right to file a chapter 11 plan through June 5, 2012 and
their exclusive right to solicit acceptances on that plan through
Aug. 4, 2012.

The Debtors assert that they need more time and the opportunity to
fully reconcile and object to claims filed in their cases, as
appropriate.  The Debtors add that parties involved need more time
to have an understanding of the extent to which any of the
estates' remaining assets may be unencumbered by the liens of the
Debtors' prepetition lenders before they potentially propose a
chapter 11 plan or an alternative resolution of these cases.

                    About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.  Allen Family Foods and two affiliates, Allen's Hatchery
Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011.
Allen estimated assets and liabilities between $50 million and
$100 million in its petition.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  FTI Consulting is the financial advisor.
BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.  Lowenstein Sandler PC and Womble Carlyle
Sandridge & Rice, PLLC, serve as counsel for the committee.  J.H.
Cohn LLP serves as the Committee's financial advisor.


ALLIS-CHALMERS: Moody's Withdraws B3 Rating over Notes Redemption
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings assigned to Allis-
Chalmers Energy Inc.'s (ALY), including its B3 Corporate Family
Rating, B3 Probability of Default Rating, SGL-3 Speculative and
Caa1 senior unsecured note ratings. This action follows the
expected redemption of ALY's senior unsecured notes.

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

Allis-Chalmers Energy Inc. is headquartered in Houston, TX.


AMERICAN AIRLINES: OKs Lift Stay for BNY Mellon to Apply Funds
--------------------------------------------------------------
AMR Corp. and The Bank of New York Mellon, as depository under
certain deposition agreements, entered into a Court-approved
stipulation for the modification of the automatic stay for BNY
Mellon to apply certain amounts it holds in escrow to satisfy
American Airlines, Inc.'s payment obligations to BNY Mellon.

In 2011, American Airlines, Inc., created two separate pass
through trusts that issued:

  -- American Airlines, Inc. Class A Pass-Through Certificates,
     Series 2011-1, with an aggregate face amount of
     $503,206,000, an interest rate of 5.25% and a final
     expected distribution date of January 31, 2021; and

  -- American Airlines, Inc. Class B Pass-Through Certificates,
     Series 2011-1, with an aggregate face amount of
     $153,826,000, an interest rate of 7.00% and a final
     expected distribution date of January 31, 2018.

Proceeds from the public sale of the certificates were held in
escrow and deposited with BNY Mellon.  Under a deposit agreement
between American and BNY Mellon, BNY Mellon makes interest
payments to U.S. Bank, N.A., as paying agent, for distribution to
the public holders of the Certificates.  American agreed to
indemnify BNY Mellon for any amount it pays to U.S. Bank.

Pursuant to the stipulation, the parties agreed to modify the
automatic stay to allow BNY Mellon to apply the amount it holds in
escrow to satisfy American's indemnification obligations totaling
$1,094,660 on January 31, 2012.

                      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: Stay Lifted for World Trace Center Suit
----------------------------------------------------------
AMR Corp. and its affiliates and World Trade Center Properties
LLC, 1 World Trade Center LLC, 2 World Trade Center LLC, 3 World
Trade Center LLC, 4 World Trade Center LLC, and 7 World Trade
Company L.P. entered into a stipulation for the modification of
the automatic stay to allow the WTC Entities to prosecute their
injury and damages claims solely to the extent of available
collectible insurance.

The claimants initiated litigation against the Debtors in relation
to the September 11 attacks.  The cases are In re September 11,
2001 Litigation, docketed as 21 MC 101, World Trade Center
Properties LLC, et al. v. American Airlines, Inc., et al.,
docketed as 08 CIV 3722, and World Trade Center Properties LLC, et
al. v. United Airlines, Inc., et al., docketed as 08 CV 3719, all
before the U.S. District Court for the Southern District of New
York.

The injury & damage claims that are the subject of the Proceeding
are covered in full or in part by available and collectible
insurance coverage.

                      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: Delta Reportedly Evaluating AMR Purchase
-----------------------------------------------------------
Anne Swardson of Bloomberg News reported on Feb. 21 that Delta Air
Lines Inc. (DAL) is evaluating a purchase of AMR Corp (AAMRQ).'s
American Airlines, La Tribune Web site reported, citing
unidentified people at Delta partner Air France-KLM (AF) Group.

Delta Chief Executive Officer Richard Anderson is especially
interested in American's Miami hub and Latin American routes, the
Web site said, according to Bloomberg.

                      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: To Trim Down NY Flights in Summer
----------------------------------------------------
Mary Schlangenstein and Mary Jane Credeur of Bloomberg News
reported on Feb. 22 that American Airlines will trim down service
in New York City, the world's busiest aviation market, during the
peak of the U.S. travel season as parent AMR Corp. reorganizes in
bankruptcy and larger rivals expand.

Seating on June flights at the three major airports will fall 4.7%
from a year earlier based on current schedules, said Jim Faulkner,
a spokesman, Bloomberg related.  The drop will be 6.9% by July,
when nonstop Kennedy airport trips end to venues like Aruba, based
on data compiled for Bloomberg by consultant OAG.

Tim Smith, an airline spokesman, said the July schedule isn't set
yet and may change as Fort Worth, Texas-based American reshapes
its fleet in bankruptcy, Bloomberg noted.

"AMR is wise to put its eggs in the baskets where they are going
to get the biggest return," George Hamlin, president of Hamlin
Transportation Consulting in Fairfax, Virginia, told New York.
"Apparently that's no longer New York."

Hunter Keay, a Wolfe Trahan & Co. analyst based in New York, told
Bloomberg that a pulldown starting in June is a "reasonable
strategy," and much of the drop may come from paring a few
international flights in New York.  "They're stopping losses by
making cuts like these, and American's near-term charge is to stop
the bleeding," Mr. Keay said.  "American is losing a lot of money
in the first quarter and jet fuel is more than $3.20 a gallon and
that's burning more money.  Applying the tourniquet is what should
be happening."

Bloomberg noted that, besides Aruba, American flights being
dropped in July from Kennedy airport include those to markets like
Turks & Caicos and Halifax, Nova Scotia, current schedules show.
At LaGuardia Airport, service will end to Boston and Traverse
City, Michigan, according to OAG, a unit of Luton, England-based
UBM Aviation.  Bloomberg also noted that American has said a
flight from Kennedy to Tokyo's Narita airport that was operated
last summer by American shifts this year to Oneworld alliance
partner Japan Airlines Co.  American said will continue flying
between Kennedy and Tokyo's Haneda airport.

                      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: Reports February Traffic
-------------------------------------------
American Airlines reported a February load factor of 75.8%, an
increase of 1.0 point versus the same period last year.  Traffic
increased 6.0% and capacity increased 4.7% year-over-year.

Domestic load factor was 78.1 percent, an increase of 0.9 point
year-over-year.  Domestic traffic increased 4.4% year-over-year on
3.2% more capacity.  International traffic increased by 8.6%
relative to last year on a capacity increase of 6.9%, resulting in
an increase in international load factor of 1.2 points versus
February of last year.

American boarded 6.4 million passengers in February.

A full text copy of the Company's detailed traffic and capacity is
available free at http://is.gd/Epjqq0

                      About American Airlines

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

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

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

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

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

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

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the
Official Committee of Unsecured Creditors in AMR's chapter 11
proceedings.  Togut, Segal & Segal LLP is the co-counsel for
conflicts and other matters; Moelis & Company LLC is the
investment banker, and Mesirow Financial Consulting, LLC, is the
financial advisor.

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


AMERICAN AIRLINES: Travelport Extends Full-Content Deal
-------------------------------------------------------
American Airlines and Travelport disclosed that the existing full-
content agreements between American and Travelport's global
distribution systems, Apollo, Galileo and Worldspan, have been
extended concurrently and are no longer due to expire until late
2012.  Terms of Travelport's subscriber opt-in programs for
American Airlines remain unchanged. No further details will be
disclosed at this time.

                      About American Airlines

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

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

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

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

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

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

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the
Official Committee of Unsecured Creditors in AMR's chapter 11
proceedings.  Togut, Segal & Segal LLP is the co-counsel for
conflicts and other matters; Moelis & Company LLC is the
investment banker, and Mesirow Financial Consulting, LLC, is the
financial advisor.

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


ATC VENTURE: NYSE Amex Accepts Compliance Plan
----------------------------------------------
ATC Venture Group Inc. had received notice from the NYSE American
Stock Exchange indicating that the Company is not in compliance
with the continued listing standards of the NYSE Amex.  The
Company was given the opportunity to submit a plan of compliance
to NYSE Amex and has done so.

On Feb., 28, 2012, NYSE Amex notified the Company that it accepted
the Company's plan of compliance and granted the Company an
extension until April 16, 2012 to regain compliance with the
continued listing standards.  The Company will be subject to
periodic review by the NYSE Amex staff during the extension
period.  Failure to make progress consistent with the plan or to
regain compliance by the end of the extension period could result
in the Company being delisted.

Minnetonka, Minnesota-based ATC Venture Group Inc., formerly Cycle
Country Accessories Corp., is a manufacturer and marketer of
branded outdoor recreational and power sports products.


BANKATLANTIC BANCORP: Deal to Sell Bank to BB&T Needs Revision
--------------------------------------------------------------
BankAtlantic Bancorp's Chairman and CEO, Alan B. Levan, commented
on the recent court ruling in Delaware prohibiting BankAtlantic
Bancorp from selling its banking subsidiary, BankAtlantic, to
BB&T.

Mr. Levan stated, "The Delaware Court of Chancery has concluded
that, were we to complete the sale of BankAtlantic to BB&T
Corporation, we would be selling all or substantially all of
Bancorp's assets.  Thus, the Court held, we were obligated to
structure a transaction in which the buyer would assume all of our
obligations to the holders of Bancorp trust preferred securities.
While we respectfully disagree with much of the Court's reasoning
and its order, we do agree with the Court's conclusion that
BankAtlantic has effectively worked through the worst economic
conditions since the Great Depression and that market conditions
in Florida appear to be improving.  We are obviously disappointed
as this ruling prevents the transaction from going forward as
currently structured.  However, BankAtlantic will continue to
operate in its normal course while we consider our options.

"In the meantime, BankAtlantic will continue to serve the
community and its customers and, it appears, will continue to
operate as it has in the past under the control of Bancorp.  While
its financial results are still preliminary, BankAtlantic
currently anticipates its Dec. 31, 2011, regulatory capital ratios
will continue to exceed all regulatory capital requirements
applicable to it.  The fact that BankAtlantic's capital ratios
never fell below its regulatory requirements throughout the last
several difficult years for the U.S. and Florida economy appeared
to be a critical factor in the Court's conclusion.  We do agree
with the Court's conclusion that BankAtlantic is the best
independent banking franchise in Florida.

"This order is an obvious setback to a transaction we believed and
continue to believe to be in everyone's best interests.  In the
days ahead we will be considering all of the options available to
us," Levan concluded.

                    About BankAtlantic Bancorp

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

The Company reported a net loss of $143.25 million in 2010 and  a
net loss of $185.82 million in 2009.  The Company also reported a
net loss of $11.28 million for the nine months ended
Sept. 30, 2011.

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

                           *     *     *

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

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


BANKUNITED FINANCIAL: Committee's Liquidating Plan Confirmed
------------------------------------------------------------
U.S. Bankruptcy Court confirmed the Third Amended Joint Plan of
Liquidation dated Dec. 15, 2011, proposed by the official
committee of unsecured creditors of BankUnited Financial, a
holding company of a bank taken over by regulators three years
ago.

In connection with the Plan, Clifford A. Zucker was named as
disbursing agent.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the plan is based on a partial settlement with the Federal
Deposit Insurance Corp, which asserted a $1.47 billion claim.  The
disclosure statement says that holders owed $321 million on senior
notes will recover about 1% to as much as 14.3%. Holders owed $245
million on subordinated notes won't receive anything as the result
of a subordination agreement.  There is almost nothing in the way
of unsecured claims, the committee believes.  Almost all unsecured
claims are against the bank subsidiary, in the committee's
judgment.

"In order to effectuate the Distributions, the Plan provides that
all of the assets of the Debtors' Estates (including Causes of
Action not expressly released under the Plan) shall vest in
Liquidating BankUnited. Liquidating BankUnited shall continue in
operation in order to monetize the remaining assets, continue
remaining litigation with the Federal Deposit Insurance
Corporation, in its capacity as receiver for the Bank ('FDIC'),
and potentially pursue litigation against other parties, and make
distributions under the Plan. The Plan Administrator shall be
appointed on the Effective Date of the Plan and shall be
responsible for implementing the Plan, subject to the oversight of
the Plan Committee," according to Court documents cited by
BankruptcyData.com.

                    About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors that include W.L. Ross & Co.,
Blackstone Group, Carlyle and Centerbridge.  The new owners
installed Mr. Kanas as CEO and he sought to revamp BankUnited as a
commercial lender in south Florida.

BankUnited Financial and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22,
2009.  Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts
& Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

The banking unit had assets of $12.8 billion and deposits of $8.6
billion as of May 2, 2009.  The holding company, in its bankruptcy
petition, disclosed $37,729,520 in assets against $559,740,185 in
debts.  Aside from those assets, BankUnited said a "valuable"
asset is its $3.6 billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.

The Bankruptcy Court will hold a hearing on Feb. 21 for approval
of the Chapter 11 plan proposed by the Creditors' Committee.  The
disclosure statement says that holders owed $321 million on senior
notes will recover about 1% to as much as 14.3%. Holders owed $245
million on subordinated notes won't receive anything as the result
of a subordination agreement.  There is almost nothing in the way
of unsecured claims, the committee believes.  Almost all unsecured
claims are against the bank subsidiary, in the committee's
judgment.

Federal Deposit Insurance Corp. asserts a $1.47 billion claim
based on the bank's capital deficiency.  There is a separate
dispute over ownership of a $50 million tax refunds. The plan is
based on a partial settlement with the FDIC.

Aside from the tax refund claim, a principal asset is the $4.25
billion net tax loss carryforward.  The bankruptcy judge has ruled
that the tax refund claim belongs to BankUnited.  The FDIC has
taken an appeal.


BANNING LEWIS: Holland & Hart OK'd to Assist in Adversary Case
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The Banning Lewis Ranch Company LLC, et al., to employ Holland &
Hart LLP as special counsel.

As reported in the Troubled Company Reporter on Feb. 15, 2012,
Holland & Hart is expected to assist the Debtors in an adversary
proceeding pending before the Bankruptcy Court for the District of
Colorado captioned, The Banning Lewis Ranch Company, LLC, and
Ultra Resources, Inc., v. City of Colorado Springs, Colorado, and
Colorado Springs Utilities (Case No. 11-01634 (HRT)).

The case is based on a complaint filed by the Debtor and Ultra for
declaratory judgment against the City.  The Debtor needs Colorado
counsel to represent its interests in the Colorado Action.
Holland & Hart was previously employed as an ordinary course
professional.  The firm will also be representing Ultra since
Ultra's and the Debtor's interests in the Colorado Action are
fully aligned.  In the event a conflict arises, however, Ultra has
agreed to engage other counsel to represent or advise it.  The
Debtor has consented to Holland & Hart's representation of Ultra.

Ultra has agreed to reimburse the Debtor for its reasonable
attorney's fees arising from its prosecution of the Colorado
Action.

The firm's current hourly rates are:

              Partners             $760 - $310
              Associates           $565 - $180
              Paraprofessionals    $200 - $60

Risa L. Wolf-Smith, Esq., assures the Court her firm does not
represent or hold any interest adverse to the Debtor or to the
estate with respect to the Colorado Action.

                        About Banning Lewis

The Banning Lewis Ranch Co. is the owner of the undeveloped
portion of a 21,000-acre ranch in Colorado Springs, Colo.  The
Banning Lewis Ranch is a master-planned community in Colorado
Springs, Colorado.  The first section built, the 350-acre
Northtree Village, opened in September 2007 and will have 1,000
homes priced from the high $100,000s to the mid-$300,000s.

The Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, The Banning Lewis Ranch Development I & II, LLC,
also filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.

The Devco assets, or the northern portion, drew at a bankruptcy
auction a high bid of $24.5 million from KeyBank NA as agent for
lenders who will pay by swapping secured debt for ownership.  The
southern portion of the project, brought in a high bid of
$26.25 million from Ultra Resources Inc.


BANNING LEWIS: NAI Highland Approved as Real Estate Broker
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The Banning Lewis Ranch Company LLC, et al., to employ NAI
Highland Commercial Group, LLC as real estate broker to assist in
the marketing and sale of the Debtor's real property.

As reported in the Troubled Company Reporter on Feb. 15, 2012,
Banning remains the owner, in part, of 72 acres of undeveloped
land in the northeastern corner of approximately 20,000 acres of
land in eastern Colorado Springs, Colorado, adjacent to the
property formerly owned by Banning Lewis Ranch Development I & II,
LLC and sold to KeyBank National Association.  The Directors'
Parcel is not encumbered by any liens or mortgages, except for
certain liens created in favor of the postpetition lenders.  This
parcel was created by previous owners of the Debtors' assets to
serve as a "master" district, which, in turn, controls the
"subordinate" metro districts located in the northern portion of
the Property.  Local law requires the Directors' Parcel to be
owned by a majority of Colorado residents.

Notwithstanding the Debtors' extensive marketing efforts, no party
ever submitted a bid for the Directors' Parcel.  Although the
Directors' Parcel was previously marketed by Eastdil Secured, LLC,
the Debtor has determined to retain a local real estate broker to
market and sell the Directors' Parcel.  The Debtor has conferred
with Eastdil, and Eastdil supports and concurs with this decision.

NAI will be employed by the Debtor to perform a highly specialized
task.  The Debtor submits that, inasmuch as NAI's compensation is
result-oriented and directly related to benefits received by the
Debtor's estate per transaction, NAI's submission of fee
applications is unnecessary.  NAI will be paid seven percent of
the selling price.

To the best of the Debtor's knowledge, NAI does not hold or
represent any interest adverse to the Debtor or its estate with
respect to the matters for which it is being employed.

                        About Banning Lewis

The Banning Lewis Ranch Co. is the owner of the undeveloped
portion of a 21,000-acre ranch in Colorado Springs, Colo.  The
Banning Lewis Ranch is a master-planned community in Colorado
Springs, Colorado.  The first section built, the 350-acre
Northtree Village, opened in September 2007 and will have 1,000
homes priced from the high $100,000s to the mid-$300,000s.

The Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, The Banning Lewis Ranch Development I & II, LLC,
also filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.
The Devco assets, or the northern portion, drew at a bankruptcy
auction a high bid of $24.5 million from KeyBank NA as agent for
lenders who will pay by swapping secured debt for ownership.  The
southern portion of the project, brought in a high bid of
$26.25 million from Ultra Resources Inc.


BEACON POWER: $31MM Sale Bright Spot for DOE Program, Experts Say
-----------------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that experts said the
$31 million bankruptcy sale of Beacon Power Corp. to private
equity investors, approved by regulators on Friday, is a surprise
success story for the much-criticized U.S. Department of Energy
loan program following the black eye it suffered with the failure
of Solyndra LLC.

As reported in the Troubled Company Reporter on Feb. 16, 2012,
Beacon Power Corp., received authorization from the bankruptcy
court in Delaware to sell the business to Rockland Capital LLC.

The buyer is paying $30.5 million, including a note for $25
million and $5.5 million in cash.  In addition, The Woodlands,
Texas-based Rockland is giving the U.S. Energy Department
$6.6 million in guarantees and undertakings to provide funding.

                        About Beacon Power

Beacon Power Corporation filed for Chapter 11 protection on Oct.
30, 2011, in Delaware (Bankr. D. Del. Case No. 11-13450).  Brown
Rudnick and Potter Anderson & Corroon serve as the Debtor's
counsel.  Beacon disclosed assets of $72 million and debt totaling
$47 million, including a $39.1 million loan guaranteed by the U.S.
Energy Department.  Beacon built a $69 million facility with 20
megawatts of balancing capacity in Stephentown, New York, funded
mostly by the DoE loan.

The Debtors tapped Miller Wachman, LLP as auditors, Pluritas, LLC
as intellectual property advisors, CRG Partners Group LLC as
financial advisors.

Beacon Power is the second cleantech company which has been backed
by the U.S. Department of Energy via loan guarantees to fail this
year.  The first was Solyndra, which declared Chapter 11
bankruptcy on Sept. 6, 2011.

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed four unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Beacon Power Corporation.

Affiliates that simultaneously sought Chapter 11 protection are
Stephentown Holding LLC (Bankr. D. Del. Case No. 11-13451) and
Stephentown Regulation Services LLC (Bankr. D. Del. Case No.
11-13452).


BEAR MOUNTAIN: Court OKs Davidson Backman as Bankruptcy Counsel
---------------------------------------------------------------
Bear Mountain Ranch Holdings, LLC, f/k/a Bear Mountain, L.L.C.,
and d/b/a Bear Mountain Orchards, sought and obtained approval
from the Court to employ Davidson Backman Medeiros PLLC as
bankruptcy counsel.

Davidson Backman will assist and advise the Debtor in:

   -- consultations with creditors regarding the administration
      of the Chapter 11 case;

   -- any manner relevant to a review of Bear Mountain Ranch
      Holdings, LLC's leases and other contractual obligations,
      and asset dispositions;

   -- any issues associated with the acts, conduct, assets,
      liabilities, and financial condition of Bear Mountain Ranch
      Holdings, LLC;

   -- the negotiation, formulation, and drafting of any Plan
      of Reorganization;

   -- the performance of all of its duties and powers under the
      Bankruptcy Code and the Bankruptcy Rules and in the
      performance of such other services as are in the interests
      of Bear Mountain Ranch Holdings, LLC;

   -- litigation matters or real estate matters as requested;
      and other necessary advice and services as Bear Mountain
      Ranch Holdings, LLC may require in connection with its
      Chapter 11 case.

Billing rates for attorneys range from $225 to $375 per hour, with
rates for legal assistants ranging from $90 to $125 per hour.  The
Debtor is responsible for all costs and expenses incurred in the
course of representation, subject to Court approval.

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

             About Bear Mountain Ranch Holdings

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

Robert D. Miller Jr., the United States Trustee for the Eastern
District of Washington, in Spokane, failed to appoint an official
committee of unsecured creditors due to the lack of entities
eligible to serve on the committee.


BEAR MOUNTAIN: May Incur $37K Debt for Farming & Mgmt Services
--------------------------------------------------------------
Bear Mountain Ranch Holdings, LLC, won permission from the Court
to incur debt of up to $37,000 that would be allowable as an
expense of administration.  The Debtor also was authorized to pay
Custom Orchards for immediate farming expenses and management
services, including pruning work and utilities, using 2011 crop
proceeds, without interest.

Custom Apple Packers, Inc., which provided farming and management
services for the maintenance and development of the orchard
commonly known as the East Side Orchard, decided to terminate the
parties' contract.  Bear Mountain said Custom Packers and its
affiliate Custom Orchards are well situated to continue providing
farming and management services for the East Side Orchard, and
such services, particularly pruning, need to be performed as soon
as possible.

Pursuant to continued negotiations for the restructuring of the
contractual relationships between Bear Mountain and Custom
Packers, Custom Orchards has agreed to provide farming and
management services for the East Side Orchard, but only if
expenses were allowable as an expense of administration, and if
payment would be made from the 2011 fruit proceeds that are
payable from Custom Packers to Bear Mountain.  The anticipated
expense of these services is not expected to exceed $37,000.

             About Bear Mountain Ranch Holdings

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

Robert D. Miller Jr., the United States Trustee for the Eastern
District of Washington, in Spokane, failed to appoint an official
committee of unsecured creditors due to the lack of entities
eligible to serve on the committee.


BERNARD L. MADOFF: Trustee Too Late for Suit, Son's Ex-Wife Says
----------------------------------------------------------------
The trustee liquidating Bernard L. Madoff Investment Securities
Inc. is time-barred from suing a former wife of the Bernard Madoff
son who committed suicide, the ex-wife said in court papers,
according to a report by Bill Rochelle, the bankruptcy columnist
for Bloomberg News.  The report relates that the effort to amend
the complaint against Madoff family members by adding the former
wife of the late Mark Madoff comes too late because it's beyond
the six years allowed by New York law, the ex-wife says.  The
lawsuit is Picard v. Estate of Mark Madoff, 09-01503, S.D.N.Y.
(Manhattan).

                       About Bernard L. Madoff

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

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

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

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

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

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

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


BILL BARRETT: Moody's Rates New $400MM Senior Notes at 'B1'
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
offering of $400 million senior notes due 2022 by Bill Barrett
Corporation. The proceeds from the offering will be used to redeem
a $172.5 million convertible note, repay revolver borrowings and
fund 2012 capital expenditures in excess of operating cash flow.
The outlook remains stable.

Ratings Rationale

"This debt offering will provide cash and additional revolver
capacity to fund Bill Barrett's capital intensive effort to boost
its liquids production," commented Pete Speer, Moody's Vice-
President. "The rising debt levels could pressure the company's
ratings if the production and proved reserve growth from the newer
oil and liquids plays doesn't meet expectations."

The B1 senior notes ratings reflect both the overall probability
of default of Bill Barrett, to which Moody's assigns a PDR of Ba3,
and a loss given default of LGD 5, 70%. The company has a $900
million committed senior secured revolving credit facility with a
current borrowing base of $1.1 billion. The senior notes are
unsecured and therefore are subordinate to the senior secured
credit facility's potential priority claim to the company's
assets. This results in the senior notes being notched one rating
beneath Bill Barrett's Ba3 Corporate Family Rating (CFR) under
Moody's Loss Given Default Methodology.

Bill Barrett's Ba3 CFR is supported by management's extensive
experience in the Rocky Mountain region, good liquidity and
competitive finding and development costs and returns. The rating
is restrained by the company's concentration in natural gas and
limited geographic diversification. Bill Barrett has significant
hedging in place to protect its 2012 cash flows as it continues to
make heavy capital investments to increase its oil and natural gas
liquids (NGL) production. Acreage acquisitions and outspending of
cash flows in 2011 have resulted in rising debt levels that
Moody's expects to continue through 2012 and 2013. Bill Barrett
began 2012 with debt/average daily production and debt/proved
developed reserves around $18,400/boe and $8/boe, respectively.
Thanks to its conservative hedging policy and low operating costs,
the company still has strong cash flow coverage of debt with
retained cash flow (RCF)/debt of 53%.

The company's leverage metrics are likely to weaken in 2012 and
2013 as rising debt levels will outpace the growth in total
reserves and production. The stable outlook is based on Moody's
expectation that the company is able to significantly increase its
oil and NGL production over this period, with oil increasing from
8% of production in 2011 to around 20% in 2013. This should boost
Bill Barrett's cash flow generation and the value of its reserves,
offsetting the weakness in natural gas prices and providing
adequate support for the higher debt levels.

Moody's current ratings on Bill Barrett Corporation are:

Bill Barrett Corporation

- Long Term Corporate Family Ratings (domestic currency) Rating
    of Ba3
- Probability of Default Rating of Ba3
- Speculative Grade Liquidity Rating of SGL-2
- Senior Unsecured (domestic currency) Rating of B1
- LGD Senior Unsecured (domestic currency) Assessment of 70 -
    LGD5
- Senior Unsecured Shelf (domestic currency) Rating of (P)B1
- LGD Senior Unsecured Shelf (domestic currency) Assessment of
    70 - LGD5
- Subordinate Shelf (domestic currency) Rating of (P)B2
- LGD Subordinate Shelf (domestic currency) Assessment of 97 -
    LGD6
- Preferred Shelf (domestic currency) Rating of (P)B2
- LGD Preferred Shelf (domestic currency) Assessment of 97 -
    LGD6

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

Bill Barrett Corporation is a publicly traded independent
exploration and production company headquartered in Denver,
Colorado.


BOWE BELL: Motion to Hold BSGmbH in Contempt of Sale Order Denied
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the Bankruptcy Court for the District
of Delaware denies the joint motion of Mail Systems Liquidation,
Inc., et al., and Bell and Howell, LLC -- the purchaser of the
Debtors' assets -- to:

    (a) hold Bowe System GmbH in civil contempt for violating the
        Court's order pursuant to Sections 363 and 365 of the
        Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006,
        9007; and

    (b) sanctioning BSGmbH for the civil contempt by ordering it
        to pay attorney's fees and expenses by the movants as a
        result of BSGmbH's conduct.

Judge Walsh states that the relief sought in the joint motion may
be obtained only by adversary proceeding pursuant to Fed. R.
Bankr. P. 7001(7).

In their motion, the Debtors claimed that despite having knowledge
of the purchase agreement and the sale order, BSGmbH has continued
to use and has refused to surrender to the purchaser certain
software and intellectual property that was owned and developed by
the U.S.
Debtors.

                          About Bowe Bell

Headquartered in Wheeling, Ill., BOWE BELL + HOWELL --
http://www.bowebellhowell.com/-- provides high performance
document management solutions and services.  In 1936, the company
pioneered gripper arm mail-inserting systems.  The company
currently has a complete portfolio of inserting, sorting, plastic
card, integrity, cutting, packaging, print-on-demand and software
solutions.  In addition to its headquarters offices, the company
maintains major manufacturing and service locations in Durham,
N.C. and Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates, including Bowe Bell + Howell Holdings, Inc., filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-11186) on
April 18, 2011.  Bowe Systec estimated assets and debt of $100
million to $500 million as of the bankruptcy filing.

Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.

The U.S. Trustee has formed an Official Committee of Unsecured
Creditors and an Official Retirees' Committee.  The Retiree
Committee tapped Thorp Reed & Armstrong, LLP, as co-counsel.

Versa Capital Management, Inc. in June 2011 completed  its
acquisition of the assets of Bowe Bell + Howell and the formation
of a new company and brand, Bell and Howell, LLC.  Versa, having
purchased the $121 million secured term loan and revolving credit,
signed a contract to buy the business in exchange for secured
debt, the loan financing the Chapter 11 case, the cost of curing
contract defaults, and $315,000 for the Canadian assets.


BROOKSTREET SECURITIES: CEO Must Pay $10MM Penalty in SEC Case
--------------------------------------------------------------
The Securities and Exchange Commission said March 2 that a federal
judge has ordered the former CEO of Brookstreet Securities Corp.
to pay a maximum $10 million penalty in a securities fraud case
related to the financial crisis.

The SEC litigated the case beginning in December 2009, when the
agency charged Stanley C. Brooks and Brookstreet with fraud for
systematically selling risky mortgage-backed securities to
customers with conservative investment goals.  Brookstreet and Mr.
Brooks developed a program through which the firm's registered
representatives sold particularly risky and illiquid types of
Collateralized Mortgage Obligations (CMOs) to more than 1,000
seniors, retirees, and others for whom the securities were
unsuitable.  Brookstreet and Mr. Brooks continued to promote and
sell the risky CMOs even after Mr. Brooks received numerous
warnings that these were dangerous investments that could become
worthless overnight.  The fraud caused severe investor losses and
eventually caused the firm to collapse.

The Honorable David O. Carter in federal court in Los Angeles
granted summary judgment in favor of the SEC on Feb. 23, finding
Brookstreet and Mr. Brooks liable for violating Section 10(b) of
the Securities Exchange Act of 1934 as well as Rule 10b-5.  The
court entered a final judgment in the case March 1 and ordered the
financial penalty sought by the SEC.

"Brooks' aggressive promotion and sale of risky mortgage products
to seniors and other risk-averse investors deserves the maximum
penalty possible, and that is what he got," said Robert Khuzami,
Director of the SEC's Division of Enforcement.  "Those who direct
such exploitative practices from the boardroom will be held
personally accountable and face severe consequences for their
egregious actions."

Rosalind Tyson, Director of the SEC's Los Angeles Regional Office,
added, "The CMOs that Brookstreet sold its customers were among
the most risky of all mortgage-backed securities.  This judgment
highlights the responsibility of brokerage firm principals to
ensure the suitability of the securities they sell to customers."

In addition to the $10,010,000 penalty, Mr. Brooks was ordered to
pay $110,713.31 in disgorgement and prejudgment interest. The
court's judgment also enjoins both Brookstreet and Mr. Brooks from
violating Section 10(b) of the Exchange Act as well as Rule 10b-5.

The SEC is awaiting a court decision in a separate Brookstreet-
related enforcement action filed in federal court in Florida. In
that case, the SEC charged 10 former Brookstreet registered
representatives with making misrepresentations to investors in the
purchases and sales of risky CMOs.  Two representatives settled
the charges, and the SEC tried the case against the remaining
eight representatives in October 2011.

The SEC has brought enforcement actions stemming from the
financial crisis against 95 entities and individuals, including 49
CEOs, CFOs, and other senior officers.

Headquartered in Irvine, California, Brookstreet Securities
Corporation, which went out of business in 2007, was a network of
investment professionals that offer brokering, advisory, planning,
securities and commodities, and insurance agent services.
Brookstreet also offered life and variable life, variable and
fixed annuities, long-term care, and health insurance.  The firm
was founded in 1990.


BROADSIGN INTERNATIONAL: Case Summary & Creditors List
------------------------------------------------------
Debtor: BroadSign International, Inc.
        12987 N. Schicks Road
        Boise, ID 83714

Bankruptcy Case No.: 12-10789

Chapter 11 Petition Date: March 4, 2012

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

Debtor's Counsel: Kevin Scott Mann, Esq.
                  CROSS & SIMON, LLC
                  913 N. Market Street, 11th Floor
                  P.O. Box 1380
                  Wilmington, DE 19899-1380
                  Tel: (302) 777-4200
                  Fax: (302) 777-4224
                  E-mail: kmann@crosslaw.com

Debtors'
Investment
Banker:           SSG CAPITIAL ADVISORS, LLC

Debtors'
Restructuring
Officer
Provider:         WALKER, TRUESDELL, ROTH & ASSOCIATES

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

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

The Company?s list of its 12 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/deb12-10789.pdf

The petition was signed by Brian Dusho, chief executive officer.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
BroadSign USA, LLC                    12-10790
  Assets: $500,000 to $1 million
  Debts: $10 million to $50 million
BroadSign Canada, Inc.                12-10791


CALIFORNIA PIZZA: Moody's Assigns 'B3' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to California Pizza
Kitchen, Inc.'s ("CPK") $260 million senior secured first lien
term loan that expires in July 2017 and $30 million senior secured
first lien revolver that expires July 2016. In addition, Moody's
assigned CPK a B3 Corporate Family Rating and Probability of
Default Rating. The outlook is stable. This is the first time
Moody's is rating California Pizza Kitchen.

Ratings Rationale

The B3 Corporate Family Rating reflects CPK's high leverage as of
January 1, 2012, of about 7.5 times (including Moody's analytic
adjustments but before preferred equity), while leverage inclusive
of the preferred equity adjustment would be about 9.0 times. The
ratings also incorporate CPK's modest scale and geographic
concentration relative to comparable casual dining concepts. The
ratings are supported by CPK's high level of brand awareness and
good liquidity.

The stable outlook is based on Moody's expectation that CPK will
improve debt protection metrics in the near term, as cost saving
initiatives related to labor and purchasing drive earnings
improvement and better position the company within the B3 rating
category. Moreover, with capital spending limited to required
maintenance and refurbishments debt reduction in excess of
mandatory amortization, due to required excess cash flow payments
should also help to strengthen credit metrics over the
intermediate term.

Factors that cold result in a downgrade include an inability to
strengthen debt protection metrics in the near term. Specifically,
a downgrade could occur if the company is unable to reduce debt to
EBITDA towards 6.5 times and sustain interest coverage on an
EBITDA less CAPEX coverage of interest of above 1.2 times. A
deterioration in liquidity for any reason could also result in a
downgrade.

Given Moody's view that debt protection metrics need to strengthen
from current levels to better position the company in the B3
rating category, an upgrade over the intermediate term is
unlikely. However, a sustained improvement in earnings that is
driven in part by positive same store sales, as opposed to purely
cost savings, that results in lower leverage and higher coverage
could cause upward ratings pressure. Specifically, an upgrade
would require debt to EBITDA sustained below 5.75 times and EBITDA
less Capex coverage of interest of over 2.0 times. An upgrade
would also require good liquidity.

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

California Pizza Kitchen, Inc., headquartered in Los Angeles, CA,
is an owner, operator and franchisor of approximately 262 casual
dining restaurants throughout 32 states and 11 countries. Annual
revenues are about $640 million.


CAMARILLO PLAZA: Court to Consider Counsel Employment on April 3
----------------------------------------------------------------
The Hon. Robin Riblet of the U.S. Bankruptcy Court for the Central
District of California will convene a hearing on April 3, 2012, at
10:00 a.m. to consider Camarillo Plaza, LLC's request to employ
Janet A. Lawson, Esq., as attorney.

As reported in the Troubled Company Reporter on Jan. 18, 2012,
Ms. Lawson will, among other things:

   (a) advise the Debtor concerning the rights, duties, and
       obligations of a debtor-in-possession under the Bankruptcy
       Code, the Federal Rules of Bankruptcy Procedure, and the
       requirements of the United States Trustee;

   (b) represent the Debtor in all hearings and meetings before
       the Bankruptcy Court;

   (c) prosecute and defend appropriate adversary proceedings in
       the Bankruptcy Court;

   (d) prosecute any claim objection; and

   (e) prepare a disclosure statement and a plan of
       reorganization.

To the Debtor's knowledge, Ms. Lawson does not represent interest
adverse to the estate.

Janet A. Lawson's present hourly rate is $300.  The Debtor paid
Ms. Lawson a $20,000 retainer.

                    About Camarillo Plaza LLC

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21,646,714 and liabilities of
$12,286,585 as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.


CAMARILLO PLAZA: Taps Sergio Salinas for Monthly Reports, et al.
---------------------------------------------------------------
Camarillo Plaza, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ book
keeper Sergio Salinas.

Mr. Salinas works for a flat fee of $2,000 per month.  In addition
to the normal book keeping duties, Mr. Salinas will prepare the
monthly and quarterly reports as required by the U.S. Trustee.

                    About Camarillo Plaza LLC

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21,646,714 and liabilities of
$12,286,585 as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.


CAPMARK FINANCIAL: Goldman Sachs Bid to Move $147MM NY Suit Denied
------------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that Goldman Sachs
Group Inc. on Monday lost its bid to move to Delaware a New York
suit launched by Capmark Financial Group Inc., which seeks
$147 million from the bank over alleged preferential transfers.

U.S. District Judge Robert W. Sweet found that Goldman Sachs had
failed to prove that moving the case to Delaware would be in
justice's best interest, denying the bank's motion to relocate the
suit, Law360 relates.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provided financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors were Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel were
Dewey & LeBoeuf LLP, and Richards, Layton & Finger, P.A.  Beekman
Advisors, Inc., is serving as strategic advisor.
KPMG LLP served as tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, served as claims and notice agent.

The Official Committee of Unsecured Creditors tapped Kramer Levin
Naftalis & Frankel LLP as its counsel and JR Myriad 1LLC as its
commercial real estate business advisors.  The Committee also
retained Cutler Pickering Hale and Dorr LLP as its attorneys for
the special purpose of providing legal services in connection with
Federal Deposit Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  Protech estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.  In April 2011, Greenline Ventures LLC completed the
acquisition of the New Markets Tax Credit division of Capmark
Financial Group Inc.  Since inception of the NMTC program,
Capmark's NMTC division has closed over $1.1 billion of NMTC
investment funds and financed over $2.5 billion of projects and
businesses in low income communities nationwide.

Capmark won confirmation of its reorganization plan in August 2011
allowing it to distribute about $4 billion of stock, cash and new
debt to unsecured creditors and streamline operations around its
flagship bank.  Unsecured creditors were to receive $900 million
in cash, $1.25 billion in secured notes and 100 million shares in
reorganized Capmark, now a bank holding company.  The plan was
declared effective in October.

Also in October 2011, Capmark closed the sale of its low-income
housing tax credit asset portfolio to Hunt Cos. Inc., a national
real estate services company.  El Paso, Texas-based Hunt was the
successful bidder in the auction of the assets, paying
$102.4 million.


CAROLINA TRAIL: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carolina Trail, LLC
          dba Timberland Trail Subdivision
        24 Vardry Street, Suite 401
        Greenville, SC 29601

Bankruptcy Case No.: 12-01404

Chapter 11 Petition Date: March 4, 2012

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

Judge: Helen E. Burris

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

Scheduled Assets: $1,950,161

Scheduled Liabilities: $2,359,075

The Company?s list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/scb12-01404.pdf

The petition was signed by Keith Schemm, manager.


CASELLA WASTE: Moody's Cuts Corporate Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service has lowered the ratings of Casella Waste
Systems, Inc., including the corporate family rating to B3 from
B2, and changed to rating outlook to negative from stable. The
revisions reflect expectation of continuing low interest coverage,
minimal free cash flow generation and a weak liquidity profile.
Stabilization of the ratings will likely require a material level
of debt prepayment from asset sales, a bank facility covenant
amendment, and evidence that a markedly better performance level
can be realized and maintained -- factors that will probably take
time to develop -- and risk of further rating pressure will exist
until then.

The ratings:

- Corporate family, to B3 from B2
- Probability of default, to B3 from B2
- $180.0 million 11.00% gtd second lien notes due 2014, to B3,
    LGD 3, 44% from B2, LGD 3, 44%
- $21.4 million Finance Authority of Maine bonds due 2025, to
    Caa1, LGD 4, 63% from B3, LGD 4, 63%
- $200.0 million 7.75% gtd sub notes due 2019, to Caa2, LGD 5,
    84% from Caa1, LGD 5, 84%
- Speculative grade liquidity, unchanged at SGL-4
- Rating outlook, to Negative from Stable

Ratings Rationale

The B3 corporate family rating considers a high debt load and
track record of net losses from continuing operations against
Casella's established network of solid waste disposal, recycling
and hauling assets throughout the New England region. Despite
Moody's view that the intensity of solid waste price competition
within New England has not risen to the elevated levels witnessed
across other parts of the U.S., when compared to rated sector
peers, Casella's EBITDA margins have significantly declined since
FY2010. Collection route density is more difficult to attain in
some of the company's less populated operating areas, but fewer
end disposal facilities within the region has historically helped
disposal pricing, partly offsetting lower margin from the less
advantaged hauling economics.  Moody's anticipates that U.S. waste
volumes should begin growing during 2012 but only at a modest
level that will probably not boost Casella's earnings without
better operational execution.

Progress from the Company's ongoing operational restructuring plan
has not taken hold as Moody's expected it would. In March 2011
Casella sold some recycling assets for $134 million, which went
toward debt prepayment. Some EBITDA margin degradation was
expected to follow the divestiture, but subsequent progress from
the operational restructuring plan was also expected. This has not
developed. Sales initiatives, especially those focused on raising
collection prices, are showing progress but increased landfill
yields have proven hard to achieve as special waste (contaminated
soils, non-hazardous sludge, etc.) volumes have not been of a
beneficial level/mix and landfill maintenance expenses have grown.
Softer commodity prices that took hold in late 2011 have
constrained revenues from sale of recyclables and will probably
continue to hamper recycling earnings across 2012. Further,
Casella's Maine waste-to-energy related business will probably
continue operating at a loss unless electricity prices rise, or
unless the company secures permit changes that enable more
economic disposal methods. The company has stated that it is
focused on divesting some of its equity investments or its Maine
waste-to-energy related business in order to raise cash for debt
reduction.  Moody's thinks a range of factors-- some internally
and some externally controlled-- will also be required to swing in
Casella's favor for the credit profile to stabilize.

Moody's views Casella's liquidity situation to be weak, as denoted
by the speculative grade liquidity rating of SGL-4. Moody's thinks
that financial ratio covenant tests under the bank credit facility
will likely be breached when the test levels tighten as scheduled
at April 30th. A significant level of borrowings exist under the
revolver, cash on hand is minimal, and although only $1.5 million
of near-term scheduled debt maturities exist, revolver borrowing
availability is effectively nil because of the covenant pressure.
Moody's expects a level of cash flow from operations over 2012
that should cover the near-term maintenance spending need, but the
surplus Moody's anticipates is sufficiently small that a slight
deficit could develop as well.

Stabilization of the rating would follow expectation of liquidity
profile adequacy, EBIT to interest approaching 1x and a steady
(not necessarily robust) free cash flow generation level. The
rating would be downgraded if leverage continues at 6.5x or if the
liquidity profile remains weak.

The principal methodology used in rating Casella was the Solid
Waste Management Industry Methodology published in February 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Casella Waste Systems, Inc., based in Rutland, VT, is a
vertically-integrated regional solid waste services company that
provides collection, transfer, disposal and recycling services to
residential, industrial and commercial customers, primarily in the
eastern United States. Revenues for the last twelve months ended
January 31, 2012 were $481 million.


CENTERPOINT ENERGY: Moody's Keeps Ba1 Sub. Domestic Curr. Rating
----------------------------------------------------------------
Moody's Investors Service issued summary credit opinion on
CenterPoint Energy, Inc. and includes certain regulatory
disclosures regarding its ratings.  The release does not
constitute any change in Moody's ratings or rating rationale for
CenterPoint Energy, Inc. and its affiliates.

Moody's current ratings on CenterPoint Energy, Inc. and its
affiliates are:

Senior Unsecured domestic currency rating of Baa3
Senior Unsecured Bank Credit Facility domestic currency rating
  of Baa3
LT Issuer Rating rating of Baa3
Subordinate domestic currency rating of Ba1
Senior Unsec. Shelf domestic currency rating of (P)Baa3
Junior Subord. Shelf domestic currency rating of (P)Ba1
Pref. Shelf domestic currency rating of (P)Ba2
Preferred shelf -- PS2 domestic currency rating of (P)Ba2
Commercial Paper domestic currency rating of P-3
ST Issuer Rating rating of P-3
BACKED Senior Secured domestic currency rating of A3
BACKED LT IRB/PC domestic currency rating of Baa3
Underlying Senior Secured domestic currency rating of A3

CenterPoint Energy Resources Corp.

Senior Unsecured domestic currency rating of Baa2
Senior Unsecured Bank Credit Facility domestic currency rating
  of Baa2
Senior Unsec. Shelf domestic currency rating of (P)Baa3 on watch
  for possible upgrade
Commercial Paper domestic currency rating of P-2

CenterPoint Energy Houston Electric, LLC

Senior Secured domestic currency rating of A3
Senior Unsecured Bank Credit Facility domestic currency rating
  of Baa2
LT Issuer Rating rating of Baa2
Senior Secured Shelf domestic currency rating of (P)A3
Backed First Mortgage Bonds domestic currency rating of A3
Underlying First Mortgage Bonds domestic currency rating of A3
Underlying Senior Secured domestic currency rating of Baa2
Underlying LT IRB/PC domestic currency rating of Baa2

Reliant Energy HL&P

Backed First Mortgage Bonds domestic currency rating of A3
Underlying First Mortgage Bonds domestic currency rating of A3

Ratings Rationale

CNP's ratings reflect the low-risk, stable cash flows generated by
a diverse portfolio of regulated electric and gas businesses in
generally constructive jurisdictions. CEHE, CNP's legacy T&D
subsidiary, is still by far its largest, but CERC's midstream gas
operations have been growing faster, giving CERC a slight majority
in total company operating income. The Shell/Encana gas gathering
projects will increase CNP and CERC's business risks, but volume
and price risks are mitigated by the mostly fixed fee, long-term
nature of those contracts. CNP has gradually improved its credit
metrics by obtaining higher regulated rates, implementing
midstream projects, and reducing its leverage. The approximately
$1.7 billion of proceeds it raised from issuing securitization
bonds in early 2012 will boost CNP's financial flexibility to
invest in new businesses (although this raises M&A event risk) as
well as to further manage its balance sheet.

Rating Outlook

The stable outlook anticipates CNP using the securitization
proceeds and financing its investments so as to maintain CFO pre-
W/C/debt in the mid-teens on a consolidated basis.

What Could Change the Rating - Up

CNP could be upgraded after it applies the securitization proceeds
in a way that sustains CFO pre-W/C/debt in the high teens, without
increasing its business risk. A change in the rating -- either up
or down -- for CEHE more so than CERC, is likely to move CNP's
ratings.

What Could Change the Rating - Down

The rating could be downgraded if CNP undertakes a transaction
which significantly increases its business risk profile, and which
results in CFO pre-W/C/debt sustained in the low teens.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009. Please see
the Credit Policy page on www.moodys.com for a copy of this
methodology.


CENTRAL FALLS, R.I.: Receiver Turns Attention to School Costs
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the receiver for the City of Central Falls, Rhode
Island, is focusing now on reducing health-care, pension and wage
costs for the school system as part of the Chapter 9 municipal
bankruptcy.  Previously, the receiver reached agreements with
retired police and firefighters regarding pension benefits.

                       About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.

The receiver is negotiating new contracts with unions representing
city workers.  The receiver filed a proposed debt adjustment plan
for the city in September.  It won't affect bondholders.


CENTURY PLAZA: Has Until June 18 to Propose Reorganization Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
extended Century Plaza LLC's exclusive periods to file and solicit
acceptances for a proposed plan of reorganization until June 18,
2012, and Aug. 31, respectively.

As reported in the Troubled Company Reporter on Feb. 28, 2012, the
Debtor related that it needed more time to complete the
negotiations with the lender relating to a transaction that would
fund a plan.  The lender has just signed a confidentiality
agreement that will permit the Debtor to disclose the transaction
to the lender and discuss its terms.

                        About Century Plaza

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


CHINA TEL GROUP: Secures $7.7 Million Funding from Investors
------------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as as China
Tel Group, Inc., entered into these agreements with Isaac
Organization, Inc.:

   (1) Agreement to Extend and Increase First Line of Credit Loan
       Agreement and Promissory Note, Cancel Stock Purchase
       Agreement, and Grant Option in VN Tech Agreement; and

   (2) Second Line of Credit Loan Agreement and Promissory Note.

On July 1, 2011, the Company entered into a Line of Credit Loan
Agreement and Promissory Note with Isaac.  In the Credit Line, the
Company and Isaac agreed that the Company may borrow up to
$5.0 million in those installments and subject to the same
procedure for making funding requests.

Although the credit limit under the First Note was $5,000,000 and
the Due Date of the First Note was Dec. 31, 2011, Isaac has
advanced the Company funds in excess of the credit limit,
including advances made after the Due Date.  In entering into the
Extension Agreement, the Parties are agreeing to extend the Due
Date for the First Note to June 30, 2012, and to increase the
credit limit under the First Note to reflect the total amount
borrowed, namely $6,385,000 disbursed, plus 5% Holdback fees
totaling $336,052, for a total principal balance of $6,721,052.
Interest in the amount of $332,793 has accrued on the principal
balance, for a total amount due as of Feb. 23, 2012, of
$7,053,846.  In the Extension Agreement, the principal balance of
the First Note is increased to $7,425,101, representing the Pre-
Extension Total Amount Due plus an additional 5% Holdback fee of
$371,255.  Interest will accrue on the Increased Principal Balance
at the rate of 10% per annum.

The Extension Agreement provides that Isaac will be granted an
option to at any time convert all or any portion of the balance of
principal and interest due under the First Note to shares of the
Company's Series A common stock to Isaac or any of its assigns.
The details of the conversion feature will be agreed to between
the Parties when VelaTel has additional authorized Shares
available for issuance.

Under the Second Note, the Company promises to pay to the order of
Isaac the principal sum of $7,368,421, or so much thereof as may
be disbursed to, or for, the benefit of the Company by Isaac, in
Isaac's discretion and subject to Isaac's approval of budgets
identifying the Company's proposed use of each funding request.
For each funding request, Isaac will retain a 5% Holdback as a
set-up fee and compensation for Isaac's due diligence.  Each
Holdback will be added to the principal balance and will accrue
interest along with the amount disbursed and outstanding from time
to time. The total potential amount to be disbursed, net of 5%
Holdback fees, is $7,000,000.

On Feb. 24, 2012, the Company granted promissory notes to (3)
Kevin Morrell and (4) Viking Retirement Assets Custodian for the
benefit of Kenneth Hobbs IRA.

On Feb. 28, 2012, the Company filed an SEC Form S-8 Registration
Statement to register 43,166,078 shares of the Company's Series A
Common Stock, some of which are to be issued to officers of the
Company pursuant to independent contractor agreements.

In a letter to shareholders, George Alvarez said: "VelaTel is
today announcing several events that secure the 2012 budget needs
for our current projects.  We have secured approximately $7.7
million of cash funding commitments under promissory notes from
investors.  Our U.S. based independent contractors (former
employees) have agreed to accept up to 100% of their remaining
2012 compensation in the form of our stock, saving us
approximately $4.3 million in cash over the course of the year.
This allows us to devote more of the working capital we have
raised towards launching and expanding our networks."

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

                        http://is.gd/mPOXGH

A copy of the Letter to Shareholders is available for free at:

                        http://is.gd/14lM3W

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

Since the Company's inception until June 30, 2011, it has incurred
accumulated losses of approximately $242.36 million.  The Company
expects to continue to incur net losses for the foreseeable
future.

The Company's independent accountants have expressed substantial
doubt about the Company's ability to continue as a going concern
in their audit report, dated April 15, 2011, for the period ended
Dec. 31, 2010.  As reported by the TCR on April 21, 2011, Mendoza
Berger & Company, LLP, in Irvine, California, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.

The Company reported a net loss of $66.6 million in 2010,
following a net loss of $56.0 million in 2009.  The Company
reported a net loss of $18.0 million on $488,000 of revenue for
the nine months ended Sept. 30, 2011, compared with a net loss of
$38.2 million on $730,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed $11.57
million in total assets, $22.22 million in total liabilities and a
$10.64 million total stockholders' deficit.


CHOCTAW RESORT: S&P Raises Issuer Credit Rating to 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its issuer credit rating
on Philadelphia, Miss.-based Choctaw Resort Development Enterprise
(CRDE) to 'B+' from 'B-'. The rating outlook is positive.

"At the same time, we assigned our 'B+' issue-level rating to
CRDE's $78 million term loan due 2017 and raised our issue-level
rating on CRDE's existing senior notes to 'B' from 'CCC+'," S&P
said.

"The upgrade reflects CRDE's successful refinancing of its two
term loans (totaling $74.75 million at Dec. 31, 2011), which were
scheduled to mature May 2012, with a new $78 million term loan due
2017," S&P said.

"It also reflects our expectation that credit measures will remain
good for the current rating, and that CRDE will maintain an
ability to comfortably fund all required debt services payments,"
said Standard & Poor's credit analyst Ariel Silverberg.

"Our positive rating outlook on CRDE reflects our view that there
is rating upside if CRDE demonstrates it has addressed its
accounting and management issues, given our expectation that
credit measures will remain good for the current rating. We could
consider higher ratings once CRDE has established a longer track
record without accounting issues and we have more clarity into the
new management team's operating strategy," S&P said.

"An outlook revision to stable or lower ratings would likely
result from meaningful underperformance relative to our current
expectations, resulting in a deterioration in interest coverage to
closer to 1.5x, which could raise uncertainty around CRDE's
ability to fund required amortization and sinking fund payments
while meeting the distribution needs of the Band. Additionally,
a lower rating could reflect failure by CRDE to demonstrate that
accounting and management issues have been fully resolved over the
next several quarters," S&P said.


CHURCH STREET HEALTH: To Shut Down Clinic By End of March
---------------------------------------------------------
NewsChannel 9 reports that Small Smiles will close at the end of
March.  It's one of the dental offices currently under watch by
the state of New York as it fights lawsuits brought by a group of
parents.

According to the report, the company that operates Small Smiles
filed for Chapter 11 bankruptcy in late February, but it said that
has nothing to do with the dental clinics.

The report relates the company said closing the office in Syracuse
and possibly in Rochester will ensure that care can continue at
their more than 60 locations throughout the country.

The report, citing court documents, says children were strapped to
chairs for unnecessary root canals, fillings and crowns.  Some
reports say nothing was used to numb the pain.  That caught the
attention of the state Medicaid inspector general's office and
Small Smiles was ordered to operate under strict standards.

According to the report, the company later reached an agreement
with the U.S. government to pay back $24 million to 22 different
states over a five year period.  The latest bankruptcy filing is
not likely to affect these payments.

The report says the state said Small Smiles has to give patients a
30-day notice of their closing and they have to provide a list of
other dentists who will accept Medicaid.


CIRCUS AND ELDORADO: Has Forbearance Until March 15
---------------------------------------------------
Circus & Eldorado Joint Venture defaulted on its secured notes
upon maturity on March 1, 2012, but has a forbearance agreement
that expires March 15.

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
issued 10-1/8% Mortgage Notes pursuant to an Indenture, dated as
of March 5, 2002, by and among the Partnership, Capital and The
Bank of New York, as trustee.

On March 1, 2012, the Notes matured in accordance with the terms
of the Indenture and the Partnership did not make the required
principal payment and elected not to make the scheduled interest
payment on the Notes.

As a result, an aggregate of $142,800,000 principal amount of
Notes were outstanding and accrued interest of $7,229,250 on the
Notes, as of March 1, 2012, is due and payable.

The Partnership is in continuing discussions with potential
financing sources and the holders of the Notes regarding a
restructuring of its obligations under the Notes and has entered
into a forbearance agreement with a substantial holder of the
outstanding Notes.

Pursuant to the terms of the forbearance agreement, the Note
holders party thereto have agreed not to exercise remedies with
respect to outstanding defaults and events of default, including
the failure to make the March 1, 2012 principal and interest
payment, before March 15, 2012, unless the forbearance agreement
is terminated earlier pursuant to the terms thereof.

                   About Circus and Eldorado

Reno, Nevada-based Circus and Eldorado Joint Venture, doing
business as Silver Legacy Resort Casino, owns and operates the
Silver Legacy Resort Casino, a themed hotel-casino and
entertainment complex in Reno, Nevada.  Silver Legacy is a leader
within the Reno market, offering the largest number of table
games, the second largest number of hotel rooms and the third
largest number of slot machines of any property in the Reno
market.

The Company reported a net loss of $4.0 million on $95.6 million
of revenues for nine months ended Sept. 30, 2011, compared with a
net loss of $3.7 million on $95.1 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$267.8 million in total assets, $165.4 million in total
liabilities, and partners' equity of $102.4 million.


CIRCUS AND ELDORADO: Moody's PDR to 'D' Following Missed Payment
----------------------------------------------------------------
Moody's Investors Service lowered Circus and Eldorado Joint
Venture's Probability of Default Rating to D from Ca. This rating
action follows Circus and Eldorado's announcement in an 8-K filing
dated March 1, 2012 that the company did not make the required
principal payment of its 10.125% mortgage notes on the maturity
date of March 1, 2012. The company also elected not to make the
scheduled interest payment. Moody's affirmed Circus and Eldorado's
Corporate Family Rating and 10.125% mortgage notes at Ca and its
Speculative Grade Liquidity rating at SGL-4. The rating outlook is
stable.

The following rating was lowered:

Probability of Default Rating to D from Ca

The following ratings were affirmed:

Corporate Family Rating at Ca

$143 million senior secured mortgage notes due 2012 at Ca (LGD
4, 67%)

SGL-4 Speculative Grade Liquidity rating

Ratings Rationale

Circus and Eldorado reported it is in discussions with potential
financing sources and holders of the notes regarding a
restructuring of its obligations and has entered into a
forbearance agreement with a substantial holder of the outstanding
notes. Pursuant to the terms of the forbearance agreement, the
note holders party have agreed not to exercise remedies with
respect to outstanding defaults and events of default before March
15, 2012, unless the forbearance agreement is terminated earlier.
According to Moody's definitions, Circus and Eldorado is currently
in default. Further downward pressure on the Corporate Family
Rating could develop if Moody's revised downward the estimated
recovery rate on the notes. Ratings could be upgraded if, through
the restructuring, a material amount of debt is eliminated thereby
resulting in a more sustainable capital structure.

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

Circus & Eldorado Joint Venture, a 50/50 joint venture between
Eldorado Limited Liability Company and Galleon, Inc., owns and
operates the Silver Legacy Resort Casino in Reno, Nevada. The
company generates annual net revenues of approximately $120
million.


CIRCUS AND ELDORADO: S&P Lowers Corporate Credit Rating to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Reno-based gaming operator Circus And Eldorado Joint
Venture (CEJV), and its issue-level rating on CEJV's $143 mortgage
notes, to 'D' from 'CCC-'. The rating action followed CEJV's
failure to repay the principal on its mortgage notes at maturity.

"The rating action stems from CEJV's inability to successfully
repay the principal on its mortgage notes, due March 1, 2012,
which constitutes a default under the terms of the notes'
indenture. CEJV is in continuing discussions with potential
financing sources and the holders of the notes regarding a
restructuring of its obligations under the notes and has entered
into a forbearance agreement with a substantial holder of the
outstanding notes. CEJV is a joint venture of affiliates of MGM
Resorts International and Eldorado Resorts LLC. CEJV owns and
operates a single property, the Silver Legacy Resort Casino in
Reno," S&P said.


CITIZENS CORP: U.S. Trustee Objects to Plan Valuation
-----------------------------------------------------
Sam Crocker, the U.S. Trustee for Region 8, objects to the
disclosure statement explaining to the proposed Chapter 11 plan
dated Jan. 19, 2012, of by Citizens Corp. because it does not
provide adequate information to explain the discrepancy between
the scheduled value of the Debtor's interest in the stock of Fi-
Data ($19,551,000) and the liquidation value of the Fi-Data stock
asserted in the Disclosure Statement ($128,000).

The Disclosure Statement, the U.S. Trustee points out, also does
not provide adequate information concerning whether the Debtor has
made any postpetition efforts to market the Fi-Data stock or what
return would be made to creditors if the Debtor's interest in the
Fi-Data stock were sold under the supervision of the Bankruptcy
Court.

In addition, the Disclosure Statement, according to the U.S.
Trustee, does not provide adequate information to explain the
discrepancy between the scheduled value of the Debtor's interest
in accounts receivable ($33,994,468.20) and the liquidation value
of the accounts receivable asserted in the Disclosure Statement
($2,072,988.37).

Finally, the U.S. Trustee notes that the Disclosure Statement does
not explain why the Debtor filed an adversary proceeding to
contest the claim of the secured creditor group, Case No. 11-AP-
00628, but has not filed suit or taken other actions to collect
the substantial accounts receivable
owed by insiders.

The U.S. Trustee is represented by:

         Lloyd E. Mueller, Esq.
         701 Broadway, Suite 318
         Nashville, Tennessee 37203
         Tel: (615) 736-2254
         Fax: (615) 736-2260
         E-mail: Lloyd.E.Mueller@usdoj.gov

                       The Chapter 11 Plan

As reported in the Troubled Company Reporter on Feb. 6, 2012,
Citizens Corp. filed a proposed plan of reorganization dated Jan.
19, 2012, and an explanatory disclosure statement.

Under the Plan, the Debtor will refinance or sell sufficient
assets to make any balloon payments in year five of the Plan in
excess of projected cash flow.  The Debtor expects to have
accumulated sufficient funds to meet its operating expenses post-
confirmation and make all Plan payments.  The Debtor also
possesses claims against Tennessee Commerce Bank and Legends Bank
and other possible recovery causes of action, the value of which
is not known at this time.  Plan payments are not dependent upon
the outcome of any litigation.

The classification and treatment of claims under the Plan are:

     A. Class 1 Administrative Claims will be fully paid within 10
        business days of the later of a final order allowing the
        Claim, or the Effective Date of the Plan.

     B. Class 2 Tax Claims will be fully paid with interest at 2%
        in equal monthly installments beginning six months after
        the Effective Date of the Plan until paid in full 60
        months after the Effective Date of the Plan.

     C. Class 3 Secured Claim of Lender Group will be paid in
        full, plus interest accruing since the Petition Date and
        reasonable attorneys' fees and costs, but in no event will
        any Class 3 Allowed Claim exceed the value of the Class 3
        Collateral.  The Debtor will pay any Class 3 Allowed Claim
        in equal monthly installments of principal and interest at
        an interest rate of 2% in an amount that would fully
        amortize any Class 3 Allowed Claim over a period of 30
        years.  All principal amounts that remain owing on any
        Class 3 Allowed Claim will be due and payable in full 60
        months after the Effective Date of the Plan.

     D. Class 4 Secured Claim of Cisco Capital will be allowed in
        the amount of $45,000, plus interest accruing since the
        Petition Date and reasonable attorneys' fees and costs,
        but in no event will the Allowed Class 4 Claim exceed the
        value of the Class 4 Collateral.  The Debtor will pay the
        Allowed Class 4 Claim in equal monthly installments of
        principal and interest at an interest rate of 2% in an
        amount that would fully amortize the Allowed Class 4 Claim
        over a period of 30 years.  All principal amounts that
        remain owing on the Allowed Class 4 Claim will be due and
        payable in full 60 months after the Effective Date of the
        Plan.

     E. Class 5 Secured Claim of US Bancorp Equipment Finance will
        be allowed in the amount of $13,897.36, plus interest
        accruing since the Petition Date and reasonable attorneys'
        fees and costs, but in no event will the Allowed Class 5
        Claim exceed the value of the Class 5 Collateral.  The
        Debtor will pay the Allowed Class 5 Claim in equal monthly
        installments of principal and interest at an interest rate
        of 2% in an amount that would fully amortize the Allowed
        Class 5 Claim over a period of 30 years.  All principal
        amounts that remain owing on the Allowed Class 5 Claim
        will be due and payable in full 60 months after the
        Effective Date of the Plan.

     F. Class 6 Unsecured Claims of Lender Group will be allowed
        in the amount of $462,775.63.  The Debtor will commence
        paying all Allowed Class 6 Unsecured Claims in 60 equal
        monthly installments of $7,713 until all Class 6 Allowed
        Claimants will be paid in full.

     G. Class 7 General Unsecured Claims will be allowed in the
        amount of $80,939.81.  The Debtor will commence paying all
        allowed Class 7 General Unsecured Claims in 60 equal
        monthly installments of $1,349 until all Class 7 allowed
        claimants will be paid in full.

     H. Class 8 Landlord Claims will be allowed in the amount of
        $22,797.10.  The Debtor will commence pay any allowed
        Class 8 Landlord Claim in 60 equal monthly installments of
        $380 until it is paid in full.

     I. Class 9 Interest Holders will retain their interests in
        the Debtor.

A copy of the Disclosure Statement is available for free at:

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

The hearing on the Disclosure Statement has been continued to
March 28, 2012, at 9:00 a.m.

                        About Citizens Corp.

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

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

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

As reported by the TCR on Jan. 24, 2012, Citizens Corp. filed
a reorganization plan offering to pay all creditors in full over
time, including Tennessee Commerce Bank and other secured lenders
owed $17.3 million.  Unsecured creditors, owed a combined $81,000,
would be paid off in equal installments over five years.


CLECO CORP: Moody's Gives Ba1 Sub Shelf Domestic Currency Rating
----------------------------------------------------------------
Moody's Investors Service's current ratings on Cleco Corporation
and its affiliates are:

Senior Unsecured Bank Credit Facility domestic currency rating
  of Baa3
Senior Unsec. Shelf domestic currency rating of (P)Baa3
Subordinate Shelf domestic currency rating of (P)Ba1

Cleco Power LLC

Senior Unsecured domestic currency rating of Baa2
Senior Unsecured MTN domestic currency rating of (P)Baa2
Senior Unsecured Bank Credit Facility domestic currency rating
  of Baa2
LT Issuer Rating rating of Baa2
Pref. Stock rating of Ba1
Senior Unsec. Shelf domestic currency rating of (P)Baa2
Pref. Shelf domestic currency rating of (P)Ba1

Ratings Rationale

Cleco's Baa3 senior unsecured rating reflects the company's
financial and cash flow metrics and stable regulatory environment.
However, Cleco Power's large Rodemacher 3 construction project,
relative to its small size, has weakened Cleco's consolidated
financial performance over the last few years.

Rating Outlook

Cleco's stable outlook is based on its consolidated financial
metrics stabilizing in the near term from the timely conclusion of
the Rodemacher 3 project and sufficient rate relief in its pending
rate case.

What Could Change the Rating - Up

Not likely in during this period of continued heavy capital
spending and weakened credit metrics at Cleco Power.

What Could Change the Rating - Down

Cleco's ratings could be downgraded if there is a further
sustained weakening of its financial metrics, including CFO pre-
working capital interest coverage in the low 2 times range and CFO
pre-working capital-to-debt below 10%.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


CONCHO RESOURCES: Moody's Raises Corp Family Rating to 'Ba3'
------------------------------------------------------------
Moody's Investors Service upgraded Concho Resources Inc.'s
Corporate Family Rating (CFR) to Ba3 from B1, upgraded the ratings
on the senior notes to B1 from B3, and affirmed the SGL-2
Speculative Grade Liquidity (SGL) rating. The outlook was changed
to positive from stable.

Ratings Rationale

"The upgrade of the CFR reflects increased production and
reserves, strong full cycle returns, and low cash flow based
leverage metrics in the current supportive oil price environment,"
commented Jonathan Kalmanoff, Moody's Analyst. "The positive
outlook reflects our expectation of continuing rapid growth in
production and reserves with strong full cycle returns."

The Ba3 CFR reflects Concho's scale which is comparable to Ba3
rated E&P peers, strong returns relative to peers driven by a high
proportion of oil and NGL production, a high degree of geological
diversification, a position as one of the largest producers in the
Permian Basin, and low leverage. The rating also considers the
company's history of leveraging acquisitions, followed by
subsequent leverage reduction, and geographic concentration in the
Permian Basin.

The SGL-2 reflects good liquidity through 2012. At December 31,
2011, Concho had $1.4 billion of availability under its credit
facility and less than $1 million of cash. The company plans to
fund its 2012 drilling program with internal cash flow, and any
acquisitions with its credit facility. Financial covenants under
the facility are debt / EBITDAX of not more than 4.0x and a
current ratio of at least 1.0x.  Moody's expects Concho to remain
well within compliance with these covenants during 2012. There are
no debt maturities until 2016 when the credit facility matures.
Substantially all of Concho's oil and gas assets are pledged as
security under the facility which limits the extent to which asset
sales could provide a source of additional liquidity if needed.

The B1 senior unsecured note rating reflects both the overall
probability of default of Concho, to which Moody's assigns a PDR
of Ba3, and a loss given default of LGD5-78%. The size of the
senior secured revolver's priority claim relative to the senior
unsecured notes results in the notes being rated one notch beneath
the Ba3 CFR under Moody's Loss Given Default Methodology.

The positive outlook reflects Moody's expectation of continued
growth in production and reserves with strong full cycle metrics.
Moody's could upgrade the ratings if Concho continues to grow
production and reserves, maintains strong full cycle metrics, and
reduces leverage on production and reserves.  Moody's could
downgrade the ratings if RCF/debt is expected to be sustained at
or below 30% due to a leveraging acquisition, or if profitability
deteriorates materially due to sustained operational issues.

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

Concho Resources Inc. is an independent exploration and production
company headquartered in Midland, Texas.


CONTINENTAL RESOURCES: Moody's Raises Corp. Family Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded Continental Resources, Inc.'s
(CLR) Corporate Family Rating (CFR) to Ba1 from Ba3. Moody's
assigned a Ba2 rating to CLR's proposed offering of $650 million
senior unsecured notes due 2022. The rating on the existing senior
unsecured notes was also upgraded to Ba2. The proceeds of the
notes will be used to repay revolving credit borrowings. The
rating outlook is stable.

Ratings Rationale

"Continental Resources holds a major position in the growing,
prolific and predominately oil Bakken as well as the Woodford and
Red River. It has grown very rapidly by capitalizing on low
finding and operating costs and redeploying the resulting
substantial cash flow in a low risk drilling environment," said
Harry Schroeder, Moody's Vice President.

The Ba1 Corporate Family Rating (CFR) is supported by
Continental's high quality asset base, leverage metrics, and
returns on capital. Harold Hamm, Chairman and CEO, beneficially
owns 68% of CLR, is very active in the operation of the company
and has a solid management team supporting him.

Moody's rating incorporates the expectation that CLR's management
will be diligent in maintaining its existing leverage metrics
which is something they should easily be able to achieve.  Moody's
estimates estimate a capital expenditure budget of
$1.75 billion in 2012 and $2.25 billion in 2013 yielding total
year-end proved reserves at year-end 2012 and 2013 of about 645
MMBOE and 845 MBOE respectively. Production should be in the
33 - 35 million boe and 43 - 45 million boe range respectively.
This will require incremental debt financing of about $300 - $350
million but leverage will decrease as measured by Debt/Average
Daily Production to about $17,000 per boe by 2013 from $23,000
today; Debt / PD reserves - $6.00 per boe by 2013 from $8.40 and
Debt/ Proved Reserves to $2.50 per boe from $3.40. The reduced
leverage is largely the result of a capital expenditure budget
that addresses operating realities in the Bakken with
infrastructure constraints. It underspends a constant leverage,
capital formation relationship. CLR has the apparent financial
wherewithal to grow faster than the indicated 30% in proved
reserves and retain leverage metrics. It also retains capacity for
acquisitions. A cash margin approximating $50 per boe permits
significant growth when reinvested and finding costs are in the
$10-$12 BOE range.

Asset growth has been remarkable. From 2008 - 2011 proved
developed reserves grew an average of 25% a year to 205 million
boe - 71% oil and proved reserves have grown an average of 47% a
year to 508 million boe - 64% oil. There is a tremendous inventory
of acreage yet to be developed: Net Undeveloped Acres total 1.2
million acres; 604 thousand net acres of which (the equivalent of
a 5-mile wide swath running from New York to Boston) are in the
Bakken. The equally notable element is that it has accomplished
this rapid growth while maintain a balanced and stable capital
structure. This is rooted in the returns on drilling capital it
earns. It has reinvested all internally generated cash flow ($2.1
billion since 2008), supplemented this by debt ($1.3 billion) and
equity ($660 million in 2011) -- for a total investment of about
$4.0 billion. As a gauge of value creation, the standardized
measure of discounted future net cash flow (SEC10) is $7.5 billion
at 12/31/2011, a $ 6.2 billion increase after giving effect to
taxes and gives no credit for the very valuable acreage position
it holds. These results are empirical evidence of the core
philosophy of management that that, having operated through
numerous cycles, uses debt to augment, not drive, disciplined
development through the drill bit.

CLR's liquidity position is good. After the issuance of this note,
it will have availability under its revolving credit facility of
approximately $1.1 billion. Note that the borrowing base for the
revolving credit facility is $2.25 billion which is $1.0 billion
greater than the committed amount. With an estimate of about $300
- $350 million of incremental debt required through the end of
2013, CLR has ample liquidity; it should also add more capacity to
its borrowing base as value is created by investment. CLR has two
covenants: Debt/EBITDAX < 3.75x and a current ratio of 1.0x. Both
have significant head room with the first expected to be
approximately 1.0 X in 2012 and the latter well in excess of 1.0 X
as availability under the revolver is reckoned as cash for the
calculation.

With the upgrade, CLR's rating outlook is now stable. Moody's
believes that significant additional growth in reserves and
production will follow and CLR will ultimately achieve the size
and metrics of an investment grade company.  Moody's will,
however, look carefully at production diversification (significant
unexploited acreage position in the Red River, Anadarko Woodford
and Niobrara) and takeaway infrastructure in the Bakken before an
upgrade to Baa3 would be considered.

A downgrade becomes possible if CLR's capital efficiency
deteriorates meaningfully with a concurrent run up of leverage due
to a continued aggressive expansion or sizeable acquisition of
non-immediate production. Should the ratio of debt to average
daily production exceed $ 25,000 per boe or if the ratio of Debt
to Proved Developed Reserves exceeds $10.00 per Boe, a review of
the rating is possible. Exceeding these ratios would indicate a
change in the core value drivers of the reserves translating into
additional risk for the senior note holders.

Commitments under the senior secured revolving credit facility are
$1.25 billion million which results in the $1.55 billion of senior
unsecured notes being rated Ba2 (LGD4-, 66%) or one notch below
the Ba1 CFR, in accordance with Moody's Loss Given Default (LGD)
Methodology.

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

Continental Resources, Inc., which is headquartered in Enid,
Oklahoma, is engaged in the exploration and production of oil,
natural gas liquids and natural gas.


CRC HEALTH: S&P Assigns 'B' Rating to $87.6-Mil. Term Loan B
------------------------------------------------------------
Standard & Poor's Ratings Services assigned Cupertino, Calif.-
based CRC Health Corp.'s new $87.6 million term loan B its 'B'
issue-level rating (one notch higher than the 'B. "Our recovery
rating on the new Term Loan B is a '2', indicating our current
expectation for substantial (70%-90%) recovery of principal in the
event of payment default," S&P said.

"In addition, we revised our rating outlook on the company to
positive from stable. The 'B-' corporate credit rating was
affirmed," S&P said.

"The 'B-' rating reflects our assessment of CRC Health's business
risk profile as 'vulnerable', based on its reliance on uncertain
private-pay and commercial insurance for about 81% of revenues,
highly fragmented markets, and the discretionary nature of its
services. The company's 'highly leveraged' financial risk profile
reflects its large debt burden and its operation as a sponsor-
owned company. We expect mid-single-digit percentage revenue
growth in 2011 and 2012 benefiting from the ongoing growth
initiatives of a relatively new management team and an
improving economy. We expect existing EBITDA margins to be
maintained," S&P said.

"Our base-case revenue projections incorporate continued mid-
single-digit revenue growth in CRC's Recovery division (80% of
revenues) as a result of continued demand for chemical dependency
rehabilitative services, offset by a temporary closing of one of
the company's facilities. We are expecting the temporarily closed
facility to reopen midyear. Our growth expectations also
incorporate mid- to high-single-digit revenue growth in the
company's Weight Management and Youth divisions (20% of revenues),
benefiting from heightened demand with the improving economy and
increased revenue per patient day. We think this division will
experience better pricing as a result of management's initiative
to increase the mix of private-pay sales. We expect EBITDA margins
to be maintained despite investment in an expanded sales force,"
S&P said.

"CRC's highly leveraged financial risk profile is characterized by
its high debt burden, which includes the holding company's
payment?in-kind (PIK) loan of over $160 million. Standard & Poor's
adjusted calculation of debt to EBITDA is over 8x, and funds from
operations to debt is below 10%. While we expect some modest de-
leveraging in 2012, we do not anticipate leverage falling below
5x, largely because of the accretion of its PIK debt. We also
factor the company's sponsor ownership by Bain Capital in CRC's
financial risk profile," S&P said.

"The overarching feature of CRC's vulnerable business risk profile
is its reliance on uncertain private-pay and commercial insurance
for about 81% of revenues. Some of CRC's service offerings are
discretionary in nature. This exposes the company to volatile
macroeconomic conditions. While business is improving, CRC's youth
and weight management divisions have had past struggles, stemming
from low occupancy rates and reduced admissions due to the
recessionary environment and limited accessibility to the student
loan market. These factors resulted in CRC closing certain
underperforming facilities. The company has also been unfavorably
affected by a temporary closure of one its recovery facilities in
Tennessee. The business risk profile also considers the highly
fragmented industry in which CRC operates. This is despite the
company's well-established positions within its respective
business segments, which benefit from its scale, as CRC primarily
competes with local and regional players," S&P said.


CREEKHILL REALTY: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Creekhill Realty, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $6,700,000
  B. Personal Property               $74,990
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,265,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,425,321
                                 -----------      -----------
        TOTAL                     $6,774,990       $5,690,321

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

                    About Creekhill Realty, LLC

Ky'Mara Inc. filed an involuntary Chapter 11 petition for New York
City based Creekhill Realty, LLC (Bankr. S.D.N.Y. Case No. 11-
15365) on Nov. 18, 2011.  Bankruptcy Judge Martin Glenn presides
over the case.  The petitioner is represented by Arlene Gordon-
Oliver, Esq., at Arlene Gordon-Oliver, P.C.

Order for relief under the Chapter 11 of the Bankruptcy Code was
issued Feb. 7, 2012.  The Debtor is represented by Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck,
P.C.


CROWN HOLDINGS: Fitch Upgrades Issuer Default Rating to 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded the ratings for Crown Holdings, Inc.
(Crown), and its subsidiaries Crown Cork & Seal Company, Inc.
(CCS), Crown Americas, LLC. (CA), and Crown European Holdings, SA
(CEH) as follows:

Crown:

  -- Issuer Default Rating (IDR) to 'BB+' from 'BB'.

CCS:

  -- IDR to 'BB+' from 'BB';
  -- Senior unsecured notes to 'BB' from 'BB-'.

CA:

  -- IDR to 'BB+' from 'BB';
  -- Senior unsecured notes to 'BB+' from 'BB'.

CEH:

  -- IDR to 'BB+' from 'BB';
  -- Senior unsecured notes to 'BB+' from 'BB'.

Fitch has affirmed the following ratings:

CA:

  -- Senior secured dollar term facility at 'BBB-';
  -- Senior secured dollar revolving facility at 'BBB-'.

CEH:

  -- Senior secured euro term facility at 'BBB-';
  -- Senior secured euro revolving facility at 'BBB-'.

Fitch also assigns a 'BBB-' rating to CA's additional $350 million
term loan due June 2016.

The Rating Outlook is Stable.

The ratings upgrade reflects the continued progress and expansion
within Crown's operating segments that have led to sustainable
improvements in profitability and credit measures.  Consequently,
Fitch believes the company is well positioned to materially
increase its sustainable cash generation in 2013 and 2014 as a
result of several factors.

Support for Crown's ratings is due to the stable cash flows
associated with its contractual commitments and cost pass-through
despite a challenging economic global environment.

Supply/demand characteristics should continue to remain tight in
its emerging market regions with the company indicating sold-out
capacity expansions.  Past capacity rationalizations,
restructurings and selective mix realignments by the can industry
in its mature markets also provides pricing stability.  Crown's
geographical diversification across both mature and emerging
markets with a diverse customer mix results in a balanced revenue
stream that can lend greater stability through economic cycles.

Crown's liquidity is very good and includes its sustainable free
cash flow (FCF) generation, cash and availability under its
revolving facility and securitization programs.  At the end of
2011, Crown had in excess of $1 billion in liquidity under its
$1.2 billion credit facilities. In 2012, Fitch estimates FCF (less
minority distributions) should be at least $250 million.  Going
forward, Fitch expects significant growth in FCF due to several
factors.  These include lower growth-related capital, expectations
for completed restructuring projects, lower pension contributions,
and ramp-up in organic capacity expansions.

Crown's near to medium term maturities are relatively modest
(under $150 million) during the next three years and are primarily
related to term loan amortization.  Consequently, Crown's next
material maturities are in June 2015, when the $1.2 billion
revolving facilities mature and in June 2016, when the term loans
mature.  Crown also has significant cushion under its present
covenants.

Crown has considerable ability to move cash through various
mechanisms to fund cash requirements in the U.S. Cash at the end
of the year was $342 million.  $314 million of the cash was
located outside of the U.S and approximately half of that cash was
held by foreign subsidiaries for which earnings are considered
indefinitely reinvested.  Crown also had available capacity of
$100 million on its $200 million North American securitization
facility that matures in March 2013.

Expectations for leverage in 2012 are approximately 3 times (x).
Fitch views the leverage range for the rating at 2.5x to low 3x.
Crown will use the majority of its cash flows for the benefit of
shareholders or targeted growth opportunities since the company is
within its net leverage target goal of 2x-3x (2.8x at the end of
2011).  This will include share repurchases, growth-related
capital primarily in emerging market regions and potential
opportunistic acquisitions or minority interests purchases.  Fitch
does not expect significant levels of minority interest
acquisitions given Crown's past focus.  Expectations are for Crown
to pace share repurchases to the level of FCF.  Crown pays out
approximately $80 million in minority distributions but does not
have a dividend.

Credit risks include the increase in revenue exposure to more
volatile, higher-growth emerging markets, macro events outside the
control of the company, the asbestos liability and pension
deficit.  In late 2011, Crown took steps to address its growing
pension deficit in the U.S. with funding from proceeds of an add-
on $350 million term loan.  The GAAP funding levels at the end of
2011 for the U.S. and non-U.S plans were 78% and 89% on benefit
obligations of $1.5 billion and $3.3 billion respectively.
Crown's current assumptions for pension contributions for the next
three years are $130 million, $89 million and $104 million.

As can operators rapidly expand capacity in emerging market
regions, the risk for over-capacity could occur.  However, Fitch
believes the company has taken prudent steps in the past to delay
projects because of its local knowledge and experience to minimize
excess capacity.  In addition, Crown has significant flexibility
to address unexpected cash requirements on the business.

Fitch does not expect further ratings upgrades unless the company
changes its current financial policies.  In particular, this would
require the company to commit to a reduced, more conservative
financial leverage policy in the lower 2x range and increased free
cash generation relative to adjusted debt.


DALLAS ROADSTER: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Dallas Roadster, Limited, filed with the Bankruptcy Court a list
of creditors holding the 20 largest unsecured claims against its
estate:

   Name of creditor           Nature of claim   Amount of Claim
   ----------------           ---------------   ---------------
Alberto Dal Cin
2600 Avenue K
Plano, TX 75074                Business debt        $900,000

Abdollah Nouri
2141 East Arapaho Road
Richardson, TX 75081           Business Debt        $200,000

Russell Jabari
Oak Ridge Drive
Plano, TX 75025                Business Debt        $150,000

Abdollah Adloo                 Business Debt        $150,000

Abdee Molavi                   Business Debt         $88,000

American Express               Credit Card           $35,936

Auto Trader                    Vender                $23,750

Ben Amini                      Salary                $20,000

Ben Khobahy                    Salary                $16,000

Ali Hafezamini                 Business Debt         $15,000

DMN Media                      Vender                 $8,372

Worldpac                       Vender                 $6,146

Interstate Billing Service     Vender                 $5,173

Finish Master                  Vender                 $5,139

LKQ North Texas                Vender                 $4,872

Carfax                         Vender                 $4,771

D' Ruiz Body Shop              Vender                 $4,441

O'Reilly Automotive            Vender                 $3,682

Corelogic Credco               Vender                 $3,511

Fleet Services                 Credit Card            $3,500

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq. --
mike@demarcomitchell.com and robert@demarcomitchell.com -- at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DALLAS ROADSTER: Texas Capital Objects to Cash Collateral Use
-------------------------------------------------------------
Texas Capital Bank, N.A., objects to the second motion of Dallas
Roadster Ltd. to use cash collateral because the proposed
budget and terms for the use of cash collateral do not provide
adequate protection to the Bank.

The Bank is currently in discussions with the Debtors regarding
certain revisions to the proposed budget and to the terms of use
of cash collateral and anticipates being able to reach an
agreement with the Debtors based on these discussions.

Texas Capital Bank is represented by:

         Kenneth Stohner, Jr., Esq.
         Heather M. Forrest, Esq.
         Jackson Walker, LLP
         Dallas, Texas 75202
         Tel: (214) 953-6000
         Fax: (214) 953-5822
         E-mail: kstohner@jw.com

                      Cash Collateral Motion

As reported in the Troubled Company Reporter on Dec. 16, 2011,
Dallas Roadster Ltd. and IEDA Enterprises Inc. have sought
Bankruptcy Court authority to use proceeds of assets on which
Texas Capital Bank, National Association, asserts a first priority
lien and security interest.

As of Nov. 16, 2011, the Debtors owe TCB $2.9 million on a
revolving line of credit note and $1.6 million on a real property
note.  The Debtors said they were current on all financial
obligations due and owing TCB.  The bank lender is also
oversecured by collateral totaling $10,163,727.

TCB asserts that it is secured by first priority liens on and
security interests in substantially all Roadster's personal
property, including, without limitation all vehicles, accounts,
and car notes.  TCB further asserts that it has a valid and
perfected first mortgage recorded against all of Roadster's real
property holdings.

The Debtors proposed to provide adequate protection to TCB as
regards any diminution in value of the Secured Lender's interest
in the Collateral as existing on the Petition Date.  The Debtors
assert that TCB is adequately protected as a result of
the continued business operations.  Moreover, there is an equity
cushion in excess of 50% in the Prepetition Collateral.  The
Debtors also anticipate making interest only payments to the
Secured Lender by way of adequate protection under the terms of a
final cash collateral order.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq. --
mike@demarcomitchell.com and robert@demarcomitchell.com -- at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in these cases.


DELTA PETROLEUM: Seeks to Maintain Control as Auction Nears
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Delta Petroleum Corp. is
asking a bankruptcy judge for an extension of its exclusive right
to file a Chapter 11 plan while it shops its oil-and-gas
exploration business to highest bidder at court-supervised auction
slated for later this month.

As reported in the Troubled Company Reporter on March 1, 2012, the
U.S. Bankruptcy Court for the District of Delaware authorized
Delta Petroleum to employ HYPERAMS, LLC as auctioneer.  The
engagement letter contemplates that the Debtors' assets will be
liquidated in multiple tranches, to be determined by the Debtors
in the exercise of their business judgment.  HYPERAMS will be
assigned to sell these assets: (i) office equipment on the 42nd
floor and excess computer equipment on the 43rd floor of Delta
Petroleum Corporation's corporate office; and (ii) unused office
equipment in off-site storage facilities of Mesa Systems Moving
and Storage.

                      About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors's restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta will hold an auction for the business on March 26, 2012.  No
buyer is under contract.  There is $57.5 million in financing for
the Chapter 11 effort.

The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.


DRH MINISTRIES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: DRH Ministries Inc.
        918 Orange Avenue
        Daytona Beach, FL 32114

Bankruptcy Case No.: 12-01395

Chapter 11 Petition Date: March 4, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Bryan K. Mickler, Esq.
                  LAW OFFICES OF MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

                         - and ?

                  Taylor J. King, Esq.
                  LAW OFFICES OF MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $1,400,011

Scheduled Liabilities: $2,257,867

The Company?s list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-01395.pdf

The petition was signed by Derrick Harris, president.


DRYDOCKS WORLD: Aims to Close Debt Restructuring by July
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Drydocks World,
Dubai's shipyard arm, said it will present its lenders with a
proposal to restructure its $2.2 billion debt, and aims to
finalize the restructuring package by July.

Drydocks World is the largest shipyard facility in the Middle
East.  The Drydocks World - Dubai shipyard specializes in ship
repairs, vessel conversions, and barge and floating dock
construction.  It services about 400 vessels per year, mostly
ultra-large and very large crude carriers.


EAST RIVER: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: East River Mortgage Corp.
        311 West Broadway, Suite 8C
        New York, NY 10013

Bankruptcy Case No.: 12-10861

Chapter 11 Petition Date: March 2, 2012

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

Judge: Robert E. Gerber

Debtor's Counsel: David H. Leventhal, Esq.
                  LAW OFFICE OF DAVID H. LEVENTHAL
                  188 Ludlow Street, Suite 3G
                  New York, NY 10002
                  Tel: (212) 729-3179
                  Fax: (253) 423-3179
                  E-mail: david@dhllawfirm.com

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

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

The Company?s list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb12-10861.pdf

The petition was signed by James McGown, president.


EASTMAN KODAK: Moody's Rates $700MM DIP Term Loan at 'B1'
---------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the
$250 million revolving debtor-in-possession credit facility and a
B1 rating to the $700 million debtor-in-possession term loan of
Eastman Kodak Company.  The ratings were primarily driven by the
following factors: i) collateral coverage available to the DIP
lenders; ii) structural features of the DIP facilities; iii) the
size of the DIP facilities relative to pre-petition debt; and iv)
the cause of bankruptcy and prospects for reorganization.

On February 15, 2012, the bankruptcy court approved the execution
of the DIP facilities in its final debtor-in-possession order,
granting the DIP lenders a super priority claim over Kodak's
domestic assets pursuant to Section 364 of the US Bankruptcy Code.
Both facilities are scheduled to mature on July 20, 2013.

Ratings assigned:

  $250 million DIP Revolver -- Ba1

  $700 million DIP Term Loan -- B1

Moody's withdrew all previous ratings for Kodak on January 19,
2012 following its Chapter 11 bankruptcy filing.

The ratings on the DIP facilities are being assigned on a "point-
in-time" basis and will not be monitored going forward, and
therefore no outlook is assigned to the rating.

Ratings Rationale

The primary factors underlying the Ba1 and B1 ratings on the DIP
Revolver and Term Loan, respectively, were the collateral coverage
and ranking under the priority of payment schedule. Primary first
lien security interests for the DIP Revolver include accounts
receivable, inventory, and certain equipment while primary first
lien security interests for the Term Loan consists of intellectual
property. Each has a second lien on the assets securing the other
facility's first lien position.

Despite the potentially sizeable value that could be realized from
the sale of all or parts of Kodak's IP portfolio, the collateral
coverage available to the DIP lenders is subject to a wide range
of outcomes given its intangible and illiquid nature. This high
degree of variability was incorporated in our assessment of the
Portfolio's realizable value as one of the primary factors. We
looked at multiple scenarios that would enable Kodak to raise
varying amounts of liquidity from the sale of the IP portfolio
under different circumstances. As a result, we estimate the total
collateral coverage of the joint DIP facilities to be in the range
of 1 to 2 times.

In Moody's view, the structural features of the DIP facilities
provide the DIP lenders with a reasonable degree of protection.
The DIP Revolver has a first lien position on a conservatively
structured borrowing base of eligible accounts receivable and
inventory, with advance rates of 85% and 65%, respectively, as
well as some eligible equipment that is capped at $35 million.
While the DIP Term Loan has a second lien position on the
borrowing base assets, it has a first lien on Kodak's intellectual
property (IP).

The DIP credit agreement contains 2 financial covenants that are
tested on a monthly basis: i) a minimum US liquidity covenant,
varying from $100 to $250 million; and ii) a minimum EBITDA
covenant, gradually increasing from negative $105 million to
positive $175 million. The credit agreement lacks a limitation on
capital expenditures, however we do not anticipate meaningful
needs for capital expenditures and the liquidity covenant
effectively governs this issue. The credit agreement also allows
Kodak to make investments in foreign subsidiaries (that are not
part of the bankruptcy proceedings) of up to $100 million over the
tenor of the loans.

The ratio of the DIP facilities face value to the Kodak's pre-
petition debt is approximately 60%. Moody's views the relatively
large size of the DIP facilities as a percentage of the pre-
petition debt as credit negative. Moody's view is primarily driven
by the burden of debt service on the company during
reorganization, as well as the high hurdle of debt repayment that
the company might face trying to emerge from bankruptcy should the
sale of IP Portfolio fail to meet management's expectations.

The bankruptcy will enable Kodak to reduce its debt burden and
interest expense to more manageable levels. However, the large
number of secured and unsecured lenders (including the trustees of
Kodak's post-retirement and pension obligations) with differing
priorities of claim increases the complexity of the
reorganization. It also increases the risk that Kodak may not be
able to complete the restructuring process and exit Chapter 11
proceedings within the tenor of the DIP facilities.

"In our opinion, Kodak has deep fundamental challenges to overcome
in order to successfully emerge from bankruptcy. Even if the
company achieves steps to exit parts of its digital still camera
business, manage the sun setting of the traditional film segment,
and reduce its overall cost structure, we believe Kodak will
remain highly challenged to generate sufficient cash flows
necessary to invest and remain competitive in its digital printing
and packaging portfolio," according to Moody's.

The principal methodology used in rating Eastman Kodak Corporation
was the Debtor-In-Possession Lending Industry Methodology
published in March 2009.


ELITE PHARMACEUTICALS: Amends Socius Securities Purchase Pact
-------------------------------------------------------------
On Jan. 9, 2012, Elite Pharmaceuticals, Inc., entered into a
securities purchase agreement with Socius CG II, Ltd.

On Feb. 28, 2012, the Company and Socius executed an amendment to
the Purchase Agreement, certain exhibits thereto, and the Warrant.

The primary changes effected in the Amendment are:

   1. The exercise price for the Additional Investment Right and
      the Warrant was increased from $0.07 per share to $0.10 per
      share and the initial number of shares of the Company's
      common stock issuable upon exercise of the Warrant was
      reduced from 25,000,000 to 17,500,000.

   2. Pursuant to the Purchase Agreement, Socius had the option to
      pay for shares of the Company's common stock that it
      receives from the exercise of the Warrant and the Additional
      Investment Right with cash or a promissory note.  Pursuant
      to the Amendment, Socius no longer has the option of paying
      in cash.

   3. Pursuant to the Company's Articles of Incorporation, the
      Company has the option to redeem the shares of Series F
      Preferred Stock held by Socius by paying the redemption
      price either (i) in cash or (ii) by offset, exchange and
      cancellation of all outstanding promissory notes issued by
      Socius to the Company in connection with the automatic
      exercise of each of the Warrant and the Additional
      Investment Right such that following such offset, exchange
      and cancellation, no further amounts will be due or payable
      with respect to those shares of Series F Preferred Stock or
      those promissory notes and all of those shares of Series F
      Preferred Stock and promissory notes will no longer be
      outstanding.  Pursuant to the Amendment, the Company has
      agreed that it will only elect to pay the redemption price
      by offset, exchange and cancellation of all outstanding
      promissory notes issued by Socius to the Company.

   4. Pursuant to the Purchase Agreement, in the event the closing
      bid price of the Company's common stock during any one or
      more of the nine trading days on or immediately following
      the delivery or deemed delivery of a tranche notice falls
      below 75% of the closing bid price of the Company's common
      stock on the trading day immediately prior to the delivery
      or deemed delivery of a tranche notice, the tranche will be
      cancelled, and upon such cancellation, Socius was required
      to redeem any outstanding promissory note tendered by Socius
      in lieu of cash payment for Additional Investment Shares or
      Warrant Shares issued in connection with the applicable
      tranche notice for the principal amount of the promissory
      note plus accrued interest in exchange for, at Socius'
      option, either (i) cash or (ii) (a) 92% of any gross
      proceeds received by the Socius upon the sale of those
      Additional Investment Shares or Warrant Shares issued to
      Socius in connection with such tranche notice and (b) the
      return to the Company of any unsold Additional Investment
      Shares or Warrant Shares issued to Socius in connection with
      that tranche notice.  Pursuant to the Amendment, Socius no
      longer has the option to redeem its outstanding promissory
      notes using cash.

   5. No provision of the Purchase Agreement or the Warrant can be
      amended or waived by the Company or Socius.

   6. Neither the Company nor Socius can assign any of their
      respective rights or obligations under the Purchase
      Agreement.  Additionally, Socius cannot transfer any of its
      obligations under the Warrant.

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

                       http://is.gd/mxZUCT

                   About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

The Company's balance sheet at Dec. 31, 2011, showed
$10.34 million in total assets, $24.65 million in total
liabilities, and a $14.31 million total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about Elite Pharmaceuticals' ability to continue
as a going concern.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.


ENERGY CONVERSION: Taps AlixPartners as Financial Advisor
---------------------------------------------------------
BankruptcyData.com reports that Energy Conversion Devices filed
with the U.S. Bankruptcy Court motions to retain AlixPartners
(Contact: Ted Stenger) as financial advisor at these hourly rates:
managing director at $815 to $970, director at $620 to $760, vice
president at $455 to $555, associate at $305 to $405, analyst at
$270 to $300 and paraprofessional at $205 to $225 and Signature
Associates (Contact: John Boyd) as real estate consultant for
transaction fees ranging from 3.5 to 6%.

                  About Energy Conversion Devices

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

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

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

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


FIDELITY NATIONAL: Moody's Rates New $500MM Debt at 'Ba2'
---------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Fidelity
National Information Services, Inc.'s proposed $500 million of
senior notes due 2022.  All other ratings, including the Ba1
corporate family rating (CFR) and the stable outlook, remain
unchanged.

Proceeds would be used to repay a portion of the senior secured
term loans. The instrument ratings are not expected to change from
the debt reallocation because the change in priority of claims is
modest relative to FIS' total debt of about $4.8 billion.

Ratings Rationale

The Ba1 CFR and stable outlook reflect Moody's expectation that
FIS will generate low to mid single digit organic revenue growth
and consistent free cash flow of at least $700 million in 2012.
Despite the slow U.S. economic recovery and still challenging
environment facing U.S. financial institutions, Moody's expects
FIS' performance to remain steady over the intermediate term. This
is because of its recurring revenue stream and the ongoing
customer demand for its core processing services and electronic
payment capabilities. The outlook assumes that FIS will maintain
an adjusted debt to EBITDA target of less than 3 times.

Principal Methodology

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

With over $5.8 billion of projected annual revenues, FIS provides
card issuing, core bank processing, and online payment services to
financial institutions. FIS is the largest provider of U.S. core
banking services, as measured by revenues, ahead of Fiserv and
Jack Henry.

The following rating has been assigned:

- $500 million Senior Notes due 2022 -- Ba2 (LGD-5, 84%)

The following ratings remain unchanged (assessments revised):

- CFR Ba1
- PDR Ba1
- $1.05 billion Revolving Credit Facility maturing 2014 -- Ba1
    (LGD-3, 38%)
- $2.1 billion Term Loan A due 2014 -- Ba1 (LGD-3, 38%)
- $1.25 billion Term Loan B due 2016 -- Ba1 (LGD-3, 38%)
- $750 million Senior Notes due 2017 -- Ba2 (LGD-5, 84% from
    88%)
- $500 million Senior Notes due 2020 -- Ba2 (LGD-5, 84% from
    88%)
- Speculative Grade Liquidity Rating -- SGL-1


FIDELITY NATIONAL: Fitch Lifts Issuer Default Rating From 'BB+'
---------------------------------------------------------------
Fitch Ratings has upgraded Fidelity National Information Services,
Inc. (FIS) Issuer Default Rating (IDR) to 'BBB-' from 'BB+'.
Fitch also expects to rate FIS' announced offering of $500 million
in 10-year senior unsecured bonds 'BBB-'.  Proceeds from this
offering will be used to repay an equivalent portion of senior
secured debt.

The rating upgrade reflects FIS' continued de-leveraging efforts
and expectations for more conservative capital allocation going
forward.  Specifically, FIS has reduced leverage (total debt to
EBITDA) to 2.7 times (x) as of Dec. 31, 2011, from 3.2x at the end
of 2010.  EBITDA growth of 8.8%, per Fitch estimates, and total
debt reduction of $382 million to $4.8 billion during 2011 drove
the decline in leverage.  Free cash flow also increased from $681
million in 2010 to $811 million in 2011.

Fitch believes that FIS has adopted a more conservative approach
to capital allocation.  Historically the company actively pursued
debt financed acquisitions and debt-financed share repurchases.
Going forward, Fitch believes that acquisitions will be limited to
small niche additions to the business and funded by cash from
operations.  Fitch expects that FIS will continue to focus on
shareholder returns but that share repurchases will not result in
significant leveraging events beyond levels contemplated in the
rating.

FIS' ratings are supported by many qualitative factors which also
drive significant event risk.  Specifically, FIS competes in a
relatively stable market with high barriers to entry, significant
recurring revenue and long-term contracts.  The company's strong
profitability (EBITDA margins of 31% in 2011) and free cash flow
generation are evidence of this position in the marketplace.  The
company has in the past viewed these characteristics as a platform
for leveraging events and has also been the target of various
leverage buyout inquiries.

Fitch believes that a leveraged recap or leveraged buyout event
remains the biggest risk for the credit.  However, a more
conservative approach to capital allocation from management and
recent significant increase in the dividend rate, Fitch believes,
reduces the probability of such an event.  While higher dividends
are not generally considered credit friendly, Fitch believes that
for FIS, this should reduce some activist shareholder pressure in
the future.  FIS' annual dividend was raised from $0.20 per share
to $0.80 per share in January 2012.  This represents a 2.6%
dividend yield based on the current stock price.  Fitch believes
this dividend level should support the stock in the future which
would in theory partially mitigate shareholder interest in
increasing leverage at the company.

Of note, FIS' current unsecured bonds contain a restricted payment
basket which could restrict future debt finance buybacks based on
a total leverage ratio of 3x.  However, if FIS attains an
investment grade rating, this and other covenants in the unsecured
note indenture fall away.

Fitch estimates FIS' cash flow leverage (funds from operations
less capex and dividends to total adjusted debt) at 14.6% for the
LTM ended December 2012 (11.4% when adjusted for the higher
dividend rate going forward in 2012).  A key consideration of FIS'
ratings is its free cash flow (FCF) conversion rate and FCF to
debt leverage metrics.  Fitch believes that the company's
capitalization of software development costs tends to exaggerate
EBITDA on a relative basis.  To compensate for this potential
discrepancy, Fitch places greater emphasis on evaluating FIS'
leverage on a cash flow basis relative to peers.  Fitch expects
debt to EBITDA to remain under 3x going forward and cash flow
leverage to remain above 10%.

The ratings for FIS' senior secured credit facility and term loans
have been upgraded to 'BBB-' from 'BB+' while the senior unsecured
notes have also been upgraded to 'BBB-' from 'BB'.  The prior
senior unsecured rating, 1-notch below the IDR and senior secured
rating, reflected both the high mix of secured debt in the capital
structure as well as the non-investment grade IDR.  The move to
equalize the ratings across all debt tranches with the IDR
reflects Fitch's expectation that the company will eventually
adjust its capital structure to be unsecured once it can issue
debt as an investment grade credit.

Rating strengths include the following:

  -- Stable end demand;
  -- Strong diversification, with increasing international
     diversification although highly dependent on small- and mid-
     tier banks;
  -- High switching costs.

Rating concerns include:

  -- History of debt M&A and shareholder friendly actions;
  -- High fixed cost business;
  -- Potential regulatory changes;
  -- Increasing competition from non-traditional competitors such
     as IBM and Oracle which have greater resources.

Total liquidity as of Dec. 31, 2011 was $1.2 billion consisting of
approximately $824 million available under FIS' $1 billion senior
secured revolving credit facility which expires in July 2014 and
$415 million in cash.

Total debt as of Dec. 31, 2011 was $4.8 billion and consisted
principally of:

  -- $175 million outstanding under FIS' aforementioned revolving
     credit facility;
  -- $2.1 billion outstanding under a senior secured term loan-A
     maturing July 2014;
  -- $1.25 billion outstanding under senior secured term loan-B
     maturing July 2016;
  -- $750 million in 7.625% senior unsecured notes due July 2017;
  -- $500 million in 7.875% senior unsecured notes due July 2020.

Fitch has upgraded FIS' ratings as follows:

  -- IDR to 'BBB-' from 'BB+';
  -- $1 billion secured revolving credit facility (RCF) to 'BBB-'
     from 'BB+';
  -- Senior secured term loan A to 'BBB-' from 'BB+';
  -- Senior secured term loan B to 'BBB-' from 'BB+';
  -- $750 million in 7.625% senior unsecured notes due July 2017
     to 'BBB-' from 'BB';
  -- $500 million in 7.875% senior unsecured notes due July 2020
     to 'BBB-' from 'BB'.

The Rating Outlook is Stable.


FIRST CAPITAL: Moody's Confirms 'Caa1' CFR, 'Caa3' Notes Rating
---------------------------------------------------------------
Moody's Investors Service confirmed First Capital Holdings, Inc's
Corporate Family Rating (CFR) of Caa1 and Senior Unsecured Notes
rating of Caa3, both with a negative outlook. This action
concludes the rating review initiated on October 12, 2011.

The CFR rating reflects the limitations of the company's short-
term, bilateral funding structure, as well as First Capital's
significant reliance on secured funding. The rating also considers
the company's leverage position.

The negative rating outlook reflects the fact that while First
Capital has sufficient near-term availability under its credit
facilities, Moody's has concerns about the company's medium-term
liquidity position and growth prospects.

First Capital's dependence on private borrowing arrangements with
a limited number of bilateral facilities represents a key rating
constraint. Reliance on secured debt facilities with relatively
short tenors, together with major concentrations among its lender
group, subjects the company to significant renewal and refinancing
risk. Reliable access to funding is critical to the firm's ability
to provide factoring services and extend loans to its clients.
First Capital's prevalent use of secured debt results in a high
level of encumbered assets that limits the firm's financial and
operational flexibility. In addition, First Capital's concentrated
ownership structure provides some uncertainty regarding its future
plans for growth and capital and liquidity policies.

The principal methodology used in rating First Capital is
analyzing the Credit Risks of Finance Companies, which can be
found at www.moodys.com in the Rating Methodologies subdirectory
under the Research & Ratings tab. Other methodologies and factors
that may have been considered in the process of rating these
issuers can also be found in the Rating Methodologies sub-
directory.

First Capital is a commercial finance company headquartered in
Boca Raton, FL.


FOREST OIL: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Denver-
based Forest Oil Corp. (Forest) to negative from stable and
affirmed all of its ratings, including the 'BB-' corporate credit
rating, on the company.

"The outlook revision reflects the potential for leverage to
exceed our 4x downgrade threshold in 2013," said Standard & Poor's
credit analyst Marc D. Bromberg. "Forest is levered primarily to
very weak natural gas, and it is focusing its drilling program
primarily on more profitable liquids (oil and natural gas liquids
(NGLs). However, Forest is relatively new to some of its liquids-
rich plays, including the Eagle Ford and Permian basins, adding
some uncertainty around its liquids-production growth and drilling
costs over the next couple years. Given that most of its
production will continue to come from natural gas (we forecast
about 70% over the next couple years) and its weak hedge book in
2013, Forest's profitability and credit measures will depend on a
successful drilling program in its liquids-rich basins."

"At our price deck, which for oil and gas in 2013 is $70 per
barrel and $3.25 per thousand cubic feet (Mcf), respectively, we
forecast that Forest will need to increase oil production at least
20% from 2012 to 2013 to remain below our 4x downgrade trigger. We
think this is achievable given its good acreage positions in
prolific oil-rich basins, but we think it will depend on good
production from its liquids-rich wells while maintaining cash
costs in-line with current $2.44/Mcfe to $2.71/Mcfe guidance. If
this occurs, we will revise the outlook to stable," S&P said.

"The rating on Forest reflects the capital-intensive and cyclical
nature of the E&P industry and a reserve mix that is weighted
toward weak natural gas prices. Ratings also reflect the company's
good liquidity, onshore geographic diversity, and the relatively
low-risk nature of its drilling program. With the spin-off of its
Canadian assets (Lone Pine), the company's remaining reserves are
now levered exclusively to the U.S. We consider Forest to have
an 'aggressive' financial risk and 'fair' business profile (as our
criteria define the term)," S&P said.

"The outlook is negative because we believe Forest could possibly
exceed leverage of 4x in 2013 if its liquids-rich drilling program
performs below our expectations. For a stable outlook, we envision
that Forest would need to increase oil production by more than 20%
between 2012 and 2013 to generate profits necessary to maintain
leverage below 4x. We think that Forest could also exceed our
downgrade trigger if it adds debt to finance a more aggressive
capital spending plan or an acquisition. We could revise the
outlook to stable if its liquids focused drilling program is
successful and costs are in-line, or below, current guidance," S&P
said.


FULLER BRUSH: Lists $22 Million Owing to Victory Park
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fuller Brush Co. explained in a bankruptcy court
filing that the Chapter 11 became necessary to prevent the
landlord from terminating the lease for the principal facility in
Great Bend, Kansas.  The landlord is listed in a court filing as
having a $10.6 million claim based on a capitalized lease.  The
assets are $22.9 million, with debt totaling $50.9 million, a
court filing says.

                  About The Fuller Brush Company

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

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

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

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

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

An affiliate of the landlord, Victory Park Capital Advisors LLC,
is now the secured lender owed more than $22 million.  An
affiliate of Chicago-based Victory Park has agreed to provide
$5 million in secured financing for the Chapter 11 effort. The new
loan will come ahead of existing liens.


GIORDANO'S ENTERPRISES: VPC Forms New Mgt. After Ch. 11 Purchase
----------------------------------------------------------------
Victory Park Capital disclosed that the appointment of new
management for Giordano's, a leading casual dining brand, as part
of an overall business restructuring plan.  The appointments,
effective immediately, follow the purchase of the pizza chain out
of Chapter 11 bankruptcy in November 2011 by VPC, the alternative
asset-management firm, which provides direct financing to small
cap and middle-market companies.

The new top management of Giordano's and its "World Famous Stuffed
Pizza" brand are:

-- CEO Yorgo Koutsogiorgas, 57, will assume the senior leadership
position for the Giordano's organization as he and the team work
to revitalize the menu offerings and position the company for the
next chapter of exciting growth.  Koutsogiorgas, who has more than
25 years of restaurant industry experience, is a former partner of
Chicago-based Lettuce Entertain You Enterprises, and, most
recently, a co-founder and partner of Go Roma, an Italian
restaurant group in the Chicagoland area.

-- Chief Financial Officer Brent Johnson, 47, with responsibility
for Giordano's finance and accounting functions, will provide
valuable leadership and best practices for improving the
operations of Giordano's.  Johnson has more than 20 years of
experience and leadership in financial operations and in
leadership roles with large public, mid-cap private-equity,
growth-minded and financially distressed companies.

"The Giordano's brand will benefit greatly under this new
leadership team," said Richard Levy, managing partner of Victory
Park Capital.  "Combined, Yorgo and Brent have spent more than 50
years in the restaurant and hospitality industry.  Their proven
track records will be invaluable in executing the operational
changes and business strategy to reposition Giordano's for long-
term growth while preserving its unique brand philosophy and
superior customer experience, a hallmark of Giordano's for the
past 40 years.  In addition, we look forward to adding some
additional talent in the next few months that will further enhance
the strengths of this management team."

Previously, Koutsogiorgas was a partner and vice president of
operations at Lettuce Entertain You Enterprises, where he managed
operations and was Chief People Officer at Maggiano's Little
Italy.  There, he developed a strong culture centered on people,
food and hospitality.  He graduated from the University of Athens
in Greece and completed his graduate studies at Southern Methodist
University.

Formerly, Johnson served as vice president of financial planning,
business analysis and strategy at Culligan International and vice
president of finance at Movie Gallery. Previous to that, he held
several leadership positions at Yum! Brands and most recently was
vice president of planning and strategy at Yum! Restaurants
International.  He received his Master of Business Administration
degree from the University of North Carolina and a Bachelor of
Science degree in business administration, graduating cum laude,
from Marquette University.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".

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

Philip V. Martino was appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.

In November 2011, VPC Pizza Holdings, LLC, bought substantially
all of Giordano's Enterprises' assets, business and goodwill out
of bankruptcy in an 11 U.S.C Sec. 363 purchase.

Judge Eugene R. Wedoff authorized the Chapter 11 trustee to modify
the consolidated case caption to reflect the change of name from
Giordano's Enterprises Inc., et al., to GEI-RP.


GLOBAL FOOD: Fryer Resigns from Board Due to Potential Conflicts
----------------------------------------------------------------
Stephen J. Fryer resigned as a member of the Board of Directors of
Global Food Technologies, Inc.  The resignation was due to the
fact that Mr. Fryer is an investment banker who may desire to
propose certain potential financing, listing or other strategic
transactions.  His resignation ensures that any such proposals
will be an arms-length transaction and avoid any potential
conflicts of interest.

The Board of Directors is conducting a search for a qualified
person to fill the vacancy on the Board.

                         About Global Food

Headquartered in Hanford, California, Global Food Technologies,
Inc., is a life sciences company focused on food safety processes
for the food processing industry by using its proprietary
scientific processes to substantially increase the shelf life of
commercially packaged seafood and to make those products safer for
human consumption.  The Company has developed a process using its
technology called the "iPuraT Food Processing System".  The System
is installed in processor factories in foreign countries with the
product currently sold in the United States.

The Company had a net loss of $2.9 million on $107,000 of revenues
for the nine months ended Sept. 30, 2011, compared with a net loss
of $2.7 million on $933,000 of revenues for the same period last
year.

The Company's balance sheet at Sept. 30, 2011, showed $1.3 million
in total assets, $4.3 million in total liabilities, all current,
and a stockholders' deficit of $3.0 million.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about Global Foods
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has an accumulated deficit of approximately
$64.4 million at Dec. 31, 2010, has negative cash flow from
operations of approximately $2.8 million for the year ended
Dec. 31, 2010, and has negative working capital at Dec. 31, 2010.


GOLF RESORT: Economic Woes Prompt Chapter 11 Bankruptcy Filing
--------------------------------------------------------------
Vishal Persaud at Ocala.com reports that Golden Hills Golf and
Turf Club filed for protection in U.S Bankruptcy Court for the
Middle District of Florida, citing the "downturn in the economy"
and leases and secured debt "that is too burdensome for the cash
flow."

The report notes that the petition includes bills from various
service vendors, loans and close to $67,000 in sales tax owed to
the Florida Department of Revenue.

According to the report, in a separate foreclosure complaint filed
in Marion County court on Feb. 7, Air Golf, LLC is suing Arthur
Skula, the new owner, and Golf Resort Properties LLC, the club's
corporate entity, for $897,160.55.  That is the amount remaining
on a $900,000 mortgage agreed to last June, when the Skulas bought
the 500-acre club from Castro Convertibles heiress Bernadette
Castro.  The property faces foreclosure if that amount is not
paid.

The report relates that the mortgage was modified in November, but
the Skulas defaulted on the note after they failed to make
payments due on Sept. 23, 2011.  All subsequent payments also were
not received.

The report adds that the Skulas are responsible for the full
amount owed to the secured creditors, the mortgage lender and
lessors.  But that isn't the case for unsecured creditors, such as
the service vendors who contracted to provide food and other
similar services to the club.

The report says the bankruptcy petition stated that the golf club
is worth about $3 million and the owners have no other assets.

The report notes a hearing was scheduled for March 1 on the golf
club's motion to pay $39,297 in wages owed to 48 employees for a
two-week period before the petition was filed.  The report adds
that Air Golf, the golf club's primary creditor, objected to the
request.

                   About Golf Resort Properties

Golf Resort Properties, LLC, dba Golden Hills Golf & Turf Club, in
Ocala, Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00928) on Feb. 16, 2012.   Judge Jerry A. Funk
presides over the case.  The Law Office of Thomas W. Cartwright,
Esq., serves as the club's counsel.  The club scheduled $2,742,721
in assets and $1,419,277 in liabilities.  The petition was signed
by Art Skula, managing member.


GRACEWAY PHARMACEUTICALS: Sets April 11 Liquidating Plan Hearing
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Graceway Pharmaceuticals LLC scheduled an April 11
confirmation hearing for approval of the liquidating bankruptcy
plan after the bankruptcy judge in Delaware approved the
explanatory disclosure statement on March 1.

Terms of the Plan are:

    * For the remainder of their claims not paid when the business
      was sold, first-lien creditors with claims of as much as
      $433 million are to receive remaining proceeds from their
      collateral plus most proceeds from lawsuits to be prosecuted
      by a trust.

    * The first-lien debt will be paid from 96.7% to 100%.

    * Second-lien lenders with as much as $364 million in claims
      should see a recovery of 2.7% to 4.6%, from whatever is
      left of the collateral after the first lien is paid.  The
      second-lien creditors will also collect some lawsuit
      proceeds.

    * Unsecured creditors are expected to have a payday between
      0.9% and 3.3% from a slice of lawsuit proceeds.

                  About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offered
dermatology, respiratory, and women's health products.  Its
Zyclara Cream is used for the treatment of external genital and
perianal warts (EGW) in patients 12 years of age and older. The
company offers products for the treatment of dermatology
conditions, such as actinic keratosis, superficial basal cell
carcinoma, external genital warts, atopic dermatitis, and acne;
and respiratory conditions, such as asthma.

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors.  Latham & Watkins LLP is the co-counsel.  Alvarez
and Marsal North America, LLC, is the financial advisor.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.  BMC Group serves as claims and notice
agent.

Lowenstein Sandler PC serves as the committee counsel.

Graceway Pharmaceuticals LLC completed the sale of the business in
December 2011 to Medicis Pharmaceutical Corp. for $455 million.


GRAHAM SLAM: Has Access to Cash Collateral Until March 15
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
entered a second interim order allowing Graham Slam, LLC,
continued use of cash collateral of Garrison Commercial Funding
VII, LLC, until March 15, 2012.

The court entered the first interim order on Jan. 17, 2012.

The Debtor is obligated to the lender under the terms of two
Promissory Notes both dated as of Oct. 1, 2009.  As of the
Petition Date, the outstanding principal amount of the first loan
was $6.87 million and the outstanding principal amount of the
second loan was $5.1 million.  The indebtedness is secured in
first position by a Deed of Trust recorded against certain real
property and improvements owned by the Debtor commonly known as
the Northeast corner of 224th Street East and State Route 161,
Graham, Washington.  The Debtor also granted Garrison a first-
position security interest in leases, rents and profits of the
Property.  As of July 11, 2011, the principal, interest, and late
charges were $12.6 million, plus additional sums for interest,
late fees, attorneys' fees and costs.  Garrison also seeks
additional interest and late fees.

The Debtor's sole source of revenue is cash generated from the
rental income of the Property, including Cash Collateral, and it
is necessary for the Debtor to pay operating expenses.

As adequate protection for any Cash Collateral used by the Debtor,
the lender is granted, pursuant to sections 361(1) and 363(e) of
the Bankruptcy Code, security interests in and liens against all
property of the estate of the same kind, type and nature as the
Prepetition Collateral that is acquired after the Petition Date
and all proceeds of the Postpetition Collateral.

In addition to the Replacement Lien, under the interim Order, the
Debtor will pay the Lender $39,371.92 per month for the months of
February 2012 and March 2012.  This payment will be made by
allowing the Lender to apply $78,743.84 of the rents it has
collected from Rite-Aid to its secured claim.  The Lender's
retention of the balance of the Rite-Aid funds from November 2011
shall not be deemed a violation of the automatic stay.

The final hearing will be held on March 14, 2012, at 10:00 a.m.

Graham Slam, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D.
Calif. Case No. 11-49300) on Oct. 20, 2011.  Judge Brian D. Lynch
oversees the case.  The Debtor disclosed assets of $13,483,263 and
liabilities of $12,890,039.  The Debtor tapped Richard G. Birinyi,
Esq., at Schwabe Williamson & Wyatt P.C., in Seattle, as its
bankruptcy counsel.  The petition was signed by Brent C.
Nicholson, managing member.


GREAT PLAINS: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Great Plains Exploration, LLC, filed with the Bankruptcy Court a
list of creditors holding the 20 largest unsecured claims:

   Name of creditor           Nature of claim   Amount of Claim
   ----------------           ---------------   ---------------
Lake Hospital Foundation
10 E. Washington Street
Painesville, OH 44077            Trade Debt         $81,975

Westfield Insurance
P.O. Box 9001566
Louisville, KY 40290             Insurance          $67,765

Quality Boring & Excavating
P.O. Box 12
Newbury, OH 44065                Trade Debt         $43,699

Standard Funding Corp            Trade Debt         $39,141

Lake Hospital System, Inc.       Royalty Payment    $34,979

Newell Creek Preserve, LLC       Trade Debt         $16,079

AGCS Marine Insurance Company    Trade Debt         $14,452

GE Capital                       Trade Debt         $14,443

GEO Services                     Trade Debt         $11,760

Typro Ltd.                       Trade Debt         $10,923

Midway Industrial Campus
Co. Ltd.                         Trade Debt          $8,141

Komatsu Financial                Trade Debt          $7,279

Co-op Industries                 Trade Debt          $5,050

Newell Creek Development
Company                          Trade Debt          $4,991

W & W Construction               Trade Debt          $4,940

Steve Calabrese                  Royalty Payment     $4,885

Dworken & Bernstein, LPA         Legal Services      $4,517

J.R. Smail, Inc.                 Trade Debt          $4,381

Montana State Fund               Trade Debt          $4,097

Hoover Oil Field Supply          Trade Debt          $3,914

                  About Great Plains Exploration,
                      Oz Gas and John D. Oil

Mentor, Ohio-based Great Plains Exploration LLC engaged primarily
in the acquisition, development, production, exploration, and sale
of oil and gas.  Great Plains primarily sells its oil and gas
products to gas marketing companies and refiners.

Oz Gas, LTD. and Great Plains filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11,
2012.  John D. Oil and Gas Company filed a voluntary Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063) on Jan. 13, 2012.

Judge Thomas P. Agresti oversees the cases.  Robert S. Bernstein,
Esq., at Bernstein Law Firm P.C., serves as counsel to the
Debtors.  Each of Great Plains and Oz Gas estimated $10 million to
$50 million in assets and debts.  The petitions were signed by
Richard M. Osborne, CEO.

John D. Oil, also based in Mentor, Ohio, was in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  It had 58 producing wells.  Its balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.


GRUBB & ELLIS: Could Liquidate If Sale Plan Isn't Approved
----------------------------------------------------------
Grubb & Ellis Co. said it would "highly likely" be forced to
liquidate if the bankruptcy court fails to approve a quick sale
process where BGC Partners Inc. would buy the assets absent higher
and better offers.

As reported in the Troubled Company Reporter on March 1, 201, the
committee of unsecured creditors in Grubb & Ellis Co.'s Chapter 11
case, joined by the largest unsecured creditor owed $12.1 million,
are objecting to the real-estate company's proposed sale plan,
saying it locks in BGC Partners Inc.'s bid, which provides them
with no recovery.

A hearing on the auction procedures was scheduled for March 6.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the company said it is willing to make some changes in sale
procedures sought by the committee.  The Creditors Committee has
claimed that the absence of competitive bidding "guarantees" there
will be no recovery by unsecured creditors.

                        About Grubb & Ellis

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

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

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

The Official Committee of Unsecured Creditors has selected Alston
& Bird LLP to serve as legal counsel.

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

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

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


HEXION U.S.: Moody's Assigns 'Ba3' Rating to 1st Lien Notes
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the guaranteed
senior secured first lien notes due 2020 of Hexion U.S. Finance
Corp (HFC), a wholly owned subsidiary of Momentive Specialty
Chemicals Inc. (MSC). Proceeds from the notes will be used to
repay amounts outstanding under MSC's Term Loan B maturing in May
2013. Moody's also assigned Ba3 ratings to MSC's amended and
extended revolving credit facility due 2014 and Term Loan B due
2017. As part of this actions, Moody's also affirmed all of MSC's
other ratings (CFR at B3) and moved the outlook to stable from
positive due to the company's weak performance in the fourth
quarter of 2011 and the expectation for a slow recovery in
financial performance in 2012.

"With this refinancing MSC will have refinanced or extended the
maturities on the vast majority of the debt that was originally
slated to mature prior to 2015," stated John Rogers, Senior Vice
President at Moody's. "There is roughly $120 million of debt
maturing at the end of 2014, which can easily be repaid from the
revolver or operating cash flows; $150 million of short term debt
at international subsidiaries will likely be rolled over on an
ongoing basis."

Moody's affirmed MSC's other ratings (Corporate Family Rating at
B3) and adjusted the LGD assessments to reflect the slight
increase in debt as a result of this transaction.

Ratings Rationale

MSC's B3 Corporate Family Rating reflect its elevated leverage,
exposure to volatile commodities and the lack of consistent free
cash flow generation. The rating benefits from its size, product
and operational diversity, a seasoned management team that has
demonstrated the ability to successfully manage through difficult
end market conditions and a growing presence in Asia and Latin
America (although North America and Europe still account for over
75% of sales).

The Ba3 rating on the new notes and extended term loan reflect
their position in the capital structure relative to almost $2.2
billion of junior debt. The new notes will share the same
collateral package as the other secured debt and rank pari passu
with the term loan. Moody's noted that there is an intercreditor
agreement between the first lien debt holders that allows the term
loan debtholders to unilaterally make decisions on certain matters
regarding the collateral, which could cause the notes to be
subordinated to an asset based lending facility in the future.

The move to a stable outlook reflects the weakening of MSC's
credit metrics in the fourth quarter of 2011 with Debt/EBITDA
widening to 6.7x and Retained Cash Flow/Debt falling to 7%.
Additionally, comments by the company on its fourth quarter
conference call indicate that the first quarter of 2012 is off to
a slow start suggesting that the first quarter will be weaker than
the first quarter of 2011. To the extent that MSC can get Net
Debt/EBITDA sustainably below 6.0x and Retained Cash Flow/ Net
Debt above 8%, Moody's would likely raise its CFR to a B2.

Moody's noted that MSC had a large cash balance at the end of the
year but a large portion of that cash will likely be plowed back
into working capital as sales recover in the first and second
quarter. The aforementioned metrics reflect Moody's Global
Standard Adjustments which include the capitalization of pensions,
operating leases and the inclusion of roughly $300 million of
holdco debt maturing in 2014, which will likely be refinanced over
the next year once earnings have improved.

Moody's stated that there was limited downside to the rating at
the current time as the company's liquidity and lack of debt
maturities have substantially reduced the probability of a
default. Only some exogenous event that greatly reduces its cash
balance and raises Net Debt/EBITDA back above 10x could trigger a
downgrade.

Ratings assigned:
Hexion U.S. Finance Corp.

- Guaranteed senior secured first lien notes due 2022 at Ba3
   (LGD2, 18%)

Momentive Specialty Chemicals Inc.

- Amended and extended guaranteed senior secured revolver due
    2014 at Ba3 (LGD2, 18%)
- Amended and extended guaranteed senior secured term loan due
    2017 at Ba3 (LGD2, 18%)

Ratings affirmed:
Momentive Specialty Chemicals Inc

- Corporate Family Rating at B3
- Probability of Default Rating at B3
- Guaranteed senior secured revolver due 2013* at Ba3 (LGD2,
    18%)
- Guaranteed senior secured term loan due 2013* at Ba3 (LGD2,
    18%)
- Guaranteed senior secured term loan due 2015* at Ba3 (LGD2,
    18%)
- Guaranteed senior secured 1.5 lien notes due 2018 at B3 (LGD4,
    52%)
- Guaranteed senior secured second lien floating rate notes due
    2014 at Caa1 (LGD5, 77%)
- Guaranteed senior secured second lien fixed rate notes due
    2014 at Caa1 (LGD5, 77%) *
- Senior unsecured notes at Caa2 (LGD6, 91%)

*: These ratings will be withdrawn upon successful completion of
   this transaction.

The principal methodology used in rating Momentive Performance
Material Inc was the Global Chemical Industry rating methodology
published in December 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic). The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A (BPA), epichlorohydrin (ECH), versatic
acid and related derivatives.


HORIZON GLOBAL: SEC Raises Fraud Charges & Obtains Asset Freeze
---------------------------------------------------------------
The Securities and Exchange Commission has charged a New York-
based investment adviser with defrauding investors in five
offshore funds and using some of their money to buy himself a
multi-million dollar beach resort property on Long Island.

The SEC alleges that Brian Raymond Callahan of Old Westbury, N.Y.,
raised more than $74 million from at least two dozen investors
since 2005, promising them their money would be invested in liquid
assets.  Instead, Mr. Callahan diverted investor money to his
brother-in-law's beach resort project that was facing foreclosure,
and in return received unsecured, illiquid promissory notes.  Mr.
Callahan also used investor funds to pay other investors and make
a down payment on the $3.35 million unit he purchased at his
brother-in-law's real estate project.

According to the SEC's complaint filed March 5 in federal court in
Islip, N.Y., Mr. Callahan operated the five funds through his
investment advisory firms Horizon Global Advisors Ltd. and Horizon
Global Advisors LLC.  He used the promissory notes to hide his
misuse of investor funds.  The promissory notes overstated the
amount of money diverted to the real estate project.  For
instance, in 2011, Mr. Callahan received $14.5 million in
promissory notes in exchange for only $3.3 million he provided to
his brother-in-law.  The inflated promissory notes allowed Mr.
Callahan to overstate the amount of assets he was managing and
inflate his management fees by 800% or more.

"Callahan misled investors in his funds with false promises, and
he enriched himself at their expense when he diverted fund assets
for his personal use and pocketed inflated management fees," said
Antonia Chion, Associate Director in the SEC's Division of
Enforcement.

According to the SEC's complaint, Mr. Callahan refused to testify
in the SEC's investigation and recently informed investors about
the investigation, but gave false assurances that no laws had been
broken.  Mr. Callahan also misled investors by not disclosing that
in 2009, the Financial Regulatory Industry Authority barred him
from associating with any FINRA member.

The SEC charges Mr. Callahan and his advisory firms with violating
federal antifraud laws, specifically Sections 17(a)(1), (2) and
(3) of the Securities Act of 1933, Section 10(b) of the Securities
Exchange Act of 1934 and Rules 10b-5(a), (b) and (c) thereunder,
and Sections 206(1), 206(2) and 206(4) of the Investment Advisers
Act of 1940 and Rule 206(4)-8 thereunder.  The SEC is seeking
preliminary and permanent injunctions against Mr. Callahan and his
firms, return of ill-gotten gains with interest, and financial
penalties.

At the SEC's request, and after a court hearing Monday, the court
granted a temporary restraining order freezing the assets of Mr.
Callahan and his advisory firms, enjoining them from violating the
antifraud provisions, and granting other emergency relief.

The SEC's investigation has been conducted by Holly Pal, Linda
French, Osman Handoo, Ann Rosenfield, Natalie Lentz and Lisa
Deitch of the SEC's Division of Enforcement. The SEC's litigation
is being led by Dean Conway.

The Commission acknowledges the assistance of the British Virgin
Islands Financial Services Commission and the Bermuda Monetary
Authority.


HORNBECK OFFSHORE: Moody's Rates New Notes Due 2020 at 'Ba3'
------------------------------------------------------------
Moody's assigned a Ba3 rating to Hornbeck Offshore Services,
Inc.'s (Hornbeck) proposed notes due 2020. The Ba3 Corporate
Family Rating (CFR), Ba3 rating on the existing notes due 2014 and
2017, and the stable outlook remain unchanged. Hornbeck plans to
use the proceeds from the offering to fund a tender offer for the
$300 million senior notes due 2014, and upon completion of the
tender the ratings on the notes due 2014 will be withdrawn.

Ratings Rationale

"The transaction enhances liquidity by extending debt maturities
and reducing refinancing risk," commented Jonathan Kalmanoff,
Moody's Analyst.

The Ba3 CFR reflects Hornbeck's highly cyclical business, as well
as the company's high quality fleet of vessels, good market
position, geographic diversification, and deepwater focus. Demand
for OSV's is sensitive to oil and natural gas price cycles which
drive the levels of offshore E&P activity. Hornbeck's small size
relative to most Ba3 oilfield service peers is balanced by its
high EBITDA margins. The Ba3 CFR and stable outlook incorporates
the expectation of increasing EBITDA throughout 2012, bringing
elevated leverage back to within limits assumed in the Ba3 CFR.

The Ba3 senior unsecured note rating reflects Hornbeck's overall
probability of default, to which Moody's assigns a PDR of Ba3, and
a loss given default of LGD4-58%. The size of the senior secured
revolver's potential priority claim relative to the senior
unsecured notes is not large enough to result in the notes being
notched below the CFR given the assumed levels of revolver usage.

Hornbeck has good liquidity through the end of 2012 with a
December 31, 2011 pro forma cash balance of $396 million and $300
million of credit facility availability. Moody's expects the
company to fund negative free cash flow during 2012, resulting
from the newbuild program, with a portion of its cash balance.
Financial covenants under the credit facility are EBITDA / cash
interest of at least 2.0x, debt / capitalization of no more than
55.0%, and senior secured debt / EBITDA of no more than 2.0x. We
expect Hornbeck to remain in compliance with the covenants during
2012. There are no debt maturities (pro forma for the tender of
the notes due 2014) until November 2016 when the undrawn credit
facility matures. Since only a portion of the fleet of vessels is
pledged as collateral for the secured credit facility, Hornbeck
would likely be able to utilize asset sales as a source of backup
liquidity if needed.

The stable outlook incorporates Moody's' expectation of increasing
EBITDA, bringing debt / EBITDA back toward the 3.5x maximum
sustained long-term leverage target which we view as appropriate
for the Ba3 CFR. An increase in scale with assets approaching $3
billion, a larger worldwide market share, continued geographic
diversification, and debt / EBITDA sustained around 2x could
result in an upgrade. An increase in leverage, caused by either a
severe market contraction or heavily debt funded growth in the
fleet, with debt / EBITDA sustained above 3.5x could result in a
downgrade.

The principal methodology used in rating Hornbeck Offshore
Services, Inc. was the Global Oilfield Services Rating Methodology
published in December 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Hornbeck Offshore Services, Inc. provides marine transportation
services to exploration and production, oilfield service, offshore
construction, and U.S. military customers.


HORNBECK OFFSHORE: S&P Rates $350-Mil. Sr. Unsec. Notes at 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Covington, La.-based Hornbeck Offshore
Services Inc.'s $350 million senior unsecured notes due 2020. The
assigned issue rating on the notes is 'BB-' (one notch higher than
the corporate credit rating). "The recovery rating on this debt is
'2', indicating our expectation of a substantial (70% to 90%)
recovery in the event of default," S&P said.

"The company will use the proceeds to refinance $300 million of
existing senior notes due 2014 and for general corporate
purposes," S&P said.

"The rating on marine service provider Hornbeck Offshore Services
Inc. reflects the company's position in the volatile and cyclical
marine services industry, as well as improved market conditions
over the past year. Standard & Poor's rating on Hornbeck also
incorporates its increased geographic diversity, and adequate
liquidity of about $657 million, including $356.8 million of cash,
as of Dec. 31, 2011," S&P said.

Ratings List
Hornbeck Offshore Services Inc.
Corporate credit rating            B+/Stable/--

New Rating
$350 mil sr unsecd notes due 2020  BB-
   Recovery rating                  2


HOSTESS BRANDS: Judge Can't Rule on Contracts, Union Argues
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Hostess Brands Inc. bakery workers' union took a
page from the playbook of the pilots' union at American Airlines
Inc. by arguing that the bankruptcy court can't authorize the
termination of union contracts that already expired by their
terms.

According to the report, the bakery workers, in papers filed
March 5, told the bankruptcy judge that the National Labor
Relations Board now has exclusive jurisdiction following
expiration of labor agreements.  The union explained how the
contracts were negotiated during Hostess's prior journey through
Chapter 11.  Contracts with 30 of the local unions expired on
March 3, the pleading shows. Courts have "repeatedly held,"
according to the union, that bankruptcy courts lack jurisdiction
or power to authorize modification of terms of employment once a
contract has terminated by its terms.

The union, the report relates, contends that relations between
Hostess and the workers are now governed by federal labor law, not
by bankruptcy law.  Consequently, the union says the company has a
duty to continue negotiating until impasses and may only then
impose new wage rates or lower benefits.  In that event, the union
says it has the right to strike.

                    Trial Put Off to March 23

There was to be a trial beginning March 5 on Hostess's motion to
reject existing labor contracts.  The company and the Teamsters
union agreed to push the trial back to March 23.

Mr. Rochelle notes that adjournments in such circumstances
sometimes indicate the parties are working on settlement.

                       About Hostess Brands

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

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

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

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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

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


JACOBS ENTERTAINMENT: Moody's Keeps 'Caa1' Rating on $210MM Notes
-----------------------------------------------------------------
Moody's Investors Service revised Jacobs Entertainment Inc's
("JEI") speculative grade liquidity (SGL) rating to SGL-3 from
SGL-4 to reflect the modest improvement in near-term liquidity
after it completed an amendment to extend its maturing bank credit
facilities until December 16, 2013. Moody's affirmed all other
long term ratings, including B3 Corporate Family (CFR) and
Probability of Default (PDR) ratings, and Caa1 senior unsecured
notes rating. The rating outlook remains negative.

On Feb 29, 2012, JEI announced that effective February 23, 2012,
it has executed an amendment to their existing $100 million credit
facility agreement to amend and extend its maturing bank debt from
June 16, 2012 to December 16, 2013. In addition, the company
intended to pay down $11.7 million outstanding balance on the term
loan and upsized the commitment under its $37 million revolving
credit facility to $40 million. Moody's has withdrawn the ratings
of the amended $100 million senior secured facilities.

Ratings affirmed and assessment updated:

Corporate Family Rating at B3
Probability of Default Rating at B3
$210 million Sr. Unsecured Notes to Caa1 (LGD4, 67%) from Caa1
  (LGD4, 69%)

Rating upgraded:

Speculative Grade Liquidity Rating to SGL-3 from SGL-4

Rating withdrawn:

$40 million Sr. Secured Revolving Credit Facility due December
2013 at Ba3

$45 million Sr. Secured Term Loan due December 2013 at Ba3

$11.8 million Sr. Secured Term Loan (non extended) due July 2012
at Ba3

Ratings Rationale

The revision of the liquidity rating recognizes JEI's modestly
improved liquidity profile, as the amendment and extension extends
its debt maturity profile. "However, JEI still faces significant
refinancing risk as bank debt will become current again in
December 2012," commented Moody's analyst John Zhao. The liquidity
rating could revert to a SGL-4 should the company fail to address
the refinancing plan by the year end 2012. JEI's adequate
liquidity profile is also tempered by expected increases in
borrowing under its revolver, and anticipated tight cushion under
its financial covenants within the next 12 months.

The rating outlook remains negative, reflecting Moody's view that
refinancing risk, albeit abated temporarily due to the amendment,
remains substantial. Additionally, although Moody's anticipates
relatively benign competitive environment in JEI's Colorado
operation, its Louisiana truck stop's profitability will likely be
under pressure in the next 12 months given the volatility in
gasoline prices, weak local economy and potential new supply in
the Louisiana market ( large casinos in Baton Rouge and Lake
Charles).

The affirmation of B3 CFR reflects JEI's high financial leverage
as measured by debt/EBITDA of 5.8x at September 30, 2011. Despite
JEI's recent relatively stable revenues and earnings in Black
Hawk, Co and Louisiana truck stops, which combined generated
approximately 86% of the company's property EBITDA, the
possibility of significant deleveraging is limited in the near
term considering the company's run-rate EBITDA and its acquisitive
business strategy which could accelerate in the near future.
Therefore, Moody's expects leverage to remain above 5.5x in the
medium term. The ratings also consider JEI's small size and
earnings concentration, as well as low overall operating margins
compared to other gaming operators.

JEI's ratings will likely be downgraded if liquidity deteriorates
for any reason. Additionally, ratings could be lowered if the
company does not appear to be making progresses on the refinancing
of its debt obligations well in advance of their maturity. A
downgrade could also materialize if total debt/EBITDA remains
materially above 6.0x or EBIT/Interest falls below 1.0x.

An upgrade is unlikely in the near term. Should the refinancing
issue be addressed in a timely manner and on economical terms, the
rating outlook could return to stable.

Moody's has withdrawn the rating on the credit facilities for its
own business reasons.

The methodologies used in this rating were the Global Gaming
Methodology published in December 2009, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Jacobs Entertainment Inc is the owner and operator of gaming
facilities located in Colorado, Nevada, Louisiana and Virginia.
Net revenues for the twelve-month period ended September 30, 2011
were approximately $351 million.


JDA SOFTWARE: S&P Affirms 'BB-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Scottsdale, Ariz.-based JDA Software Group Inc. to negative from
stable. "We also affirmed our ratings on JDA, including our 'BB-'
corporate credit rating and our 'BB-' senior unsecured
rating. The '3' recovery rating on the senior unsecured debt
remains unchanged," S&P said.

"The outlook revision follows the company's filing of a form 12b-
25 'Notification of Late Filing' with the U.S. Securities and
Exchange Commission (SEC) with regard to its annual report on form
10-K for year ended Dec. 31, 2011. The filing provides the company
with an additional 15 calendar days to file its form 10-K. The
company was unable to file its form 10-K as it is reviewing its
revenue recognition policies for certain past years in connection
with a previously disclosed inquiry from the SEC," S&P said.

"If the company does not file the 10-K following the 15-day
extension and an event of default occurs, it has 60 days
(beginning March 30, 2012) to invoke a 365-day remedy on its $275
million senior notes by paying additional interest on the notes at
an annual rate equal to 0.50% of the principal amount of the
notes. Additionally, the company will seek waivers (by March 31,
2012--if required) from its bank group on its undrawn $100 million
revolving credit facility," S&P said.

"Even if the credit facility is withdrawn, we would still view JDA
as possessing adequate liquidity," said Standard & Poor's credit
analyst Philip Schrank, "with good free cash flow generation and
unrestricted cash of $286 million as of Dec. 31, 2011."

"The ratings on JDA reflect its second-tier presence in a highly
competitive and consolidating industry and its niche product
offerings. A solid base of recurring revenues and currently
moderate leverage for the rating partially offset these
fundamental business characteristics," S&P said.

JDA is a provider of software applications offering a
comprehensive suite of products, specializing in enterprise
resource planning (ERP), supply-and-demand chain optimization, and
analytics.

"The acquisition of I2 Technologies Inc. expanded JDA's customer
base and product capabilities into the discrete manufacturing
market, provided additional scale, and should help JDA realize
cost synergies through higher utilization and rationalization of
the combined sales, product development, and service
organizations. Revenues for 2011 were $672 million with more than
one-third of that amount from recurring annual service and
subscription fees," S&P said.

"Since the rating incorporates our expectation for continued
acquisitive growth," added Mr. Schrank, "the company's established
track record of integrating operations helps temper acquisition-
related risk concerns."

"The outlook is negative. We will monitor developments regarding
the delayed release of financial results, the SEC inquiry, and the
company's negotiations with its lenders. We do not currently have
visibility about the timing of JDA's filing of its financial
statements, whether the scope of the SEC inquiry will be expanded,
nor the potential impact a negative outcome could have on the
company's financial results and assessment of its internal
controls. However, even with an extended filing delay, we believe
that JDA's liquidity should remain adequate over the next 12
months and that there is no outstanding debt that could be
accelerated during this period. Conversely, we could revise the
outlook to stable following the resolution of financial reporting
issues that results in minimal impact to ongoing business and
financial performance," S&P said.


JEFFERSON COUNTY: Eligible to File Chapter 9 Bankruptcy
-------------------------------------------------------
A Birmingham, Ala., judge ruled that Jefferson County can move
forward with its Chapter 9 bankruptcy case, the largest municipal
case in U.S. history.

U.S. District Judge Thomas B. Bennett ruled that Jefferson County
is eligible under state law to restructure more than $3 billion in
debt from a failed sewer system project.

Judge Bennett overruled objections to the Chapter 9 filing by Bank
of New York Mellon Corp., the indenture trustee for county sewer
warrants, and several other bank creditors.

Holders of these defaulted sewer debt challenged the county's
right to be in Chapter 9, interpreting Alabama state law as
requiring a county to have outstanding bonds, which Jefferson
County doesn't have.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Judge Bennett concluded in his 28-page, single-spaced
opinion that the ability file a municipal bankruptcy isn't limited
to counties or municipalities with bonded debt.  He said that to
resort to bankruptcy court "is not constrained by the types of
debts outstanding on the day a bankruptcy case is initiated."

Mr. Rochelle notes that Judge Bennett differed from another
bankruptcy judge who ruled in August that the city of Prichard,
Alabama, wasn't entitled to be in bankruptcy because it didn't
have outstanding bonds.

                       About Jefferson County

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

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

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

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

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

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

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

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


JETSTAR PARTNERS: Files for Chapter 11 in Dallas
------------------------------------------------
Jetstar Partners, Ltd., filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case NO. 12-31444) in its hometown in Dallas,
Texas, on March 5, 2012.  The partnership estimated assets of
$10 million to $50 million and debts of up to $10 million.


JOBSON MEDICAL: Wins Nod of Prepack in Less Than Five Weeks
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jobson Healthcare Information LLC won the signature
of the bankruptcy judge on a confirmation order March 5 approving
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.

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.

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.


KEY ENERGY: Moody's Rates $200 Million Add-On Sr. Notes at 'B1'
---------------------------------------------------------------
Moody's Investors Service rated Key Energy Services, Inc.'s $200
million of add-on senior notes B1, consistent with the rating for
the notes that are currently outstanding. Proceeds from the
offering will be used to reduce outstandings under the company's
senior secured revolving credit facility. The outlook remains
stable.

Ratings Rationale

"Key Energy's Ba3 Corporate Family Rating incorporates the
company's position as one of the leading well service providers in
North America," said Stuart Miller, Moody's Vice President --
Senior Analyst. "However, the company operates in the very
volatile oilfield services industry. The issuance of longer term,
fixed rate debt to replace bank borrowings provides a degree of
protection from the variability of its cash flow."

Key Energy is the largest onshore, rig-based well servicing
contractor in North America. Using rigs and coiled tubing units,
the company provides the equipment and services that are used to
complete new wells, as well as to maintain, workover, and plug and
abandon older wells.

Moody's expects continuing improvement in the company's reported
results in line with the agency's positive outlook for the
oilfield services industry in general. Key Energy has been
focusing its investment in equipment that can be used to complete
horizontally drilled wells, a rapidly growing area in oilfield
services. Increases in cash flow and EBITDA should outpace
borrowings contributing to lower leverage levels at least for the
next few quarters. At December 31, 2011, the ratio of debt to
EBITDA, using Moody's standard adjustments, was 2.2x. A positive
outlook or rating upgrade would be considered if Key Energy's
maintains leverage below 2.0x while it continues to grow and
expands its presence in less cyclical products and services.
Conversely, if the company ramps up investment or completes a
large, debt-funded acquisition that pushes leverage over 3.5x, a
change to a negative outlook is likely and a downgrade is
possible.

Pro forma for the add on offering, Key Energy will have about $385
million available under its $550 million senior secured revolving
credit facility. The credit facility has a maturity date of March
31, 2016. The credit facility has a number of financial
maintenance tests, none of which Key Energy was in danger of
breaching at December 31, 2011.

The structurally superior position of the $550 million senior
secured credit facility relative to the company's unsecured senior
notes causes the notes to be rated one-notch below the Ba3 CFR.

Moody's current ratings on Key Energy are:

- Long Term Corporate Family Ratings (domestic currency) Rating
    of Ba3
- Probability of Default Rating of Ba3
- Senior Unsecured (domestic currency) Rating of B1
- Senior Unsecured Shelf (domestic currency) Rating of (P)B1
- Subordinate Shelf (domestic currency) Rating of (P)B2
- Preferred Shelf (domestic currency) Rating of (P)B3
- Speculative Grade Liquidity Rating of SGL-2
- LGD Senior Unsecured Ratings of LGD4 - 66%

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

Key Energy Services is a Houston, Texas based oilfield service
company with operations in most major operating basins in the
continental US as well as in Mexico, South America, the Middle
East, Russia, and Canada.


LAKE TAHOE: Says Owens-Backed Chapter 11 Plan is Confirmable
------------------------------------------------------------
Lake Tahoe Development Co., LLC, asks the U.S. Bankruptcy Court
for the Eastern District of California to confirm its Chapter 11
Plan and deny the motion to convert its case to one under Chapter
7 of the Bankruptcy Code.

The Debtor explains that the case has undergone significant
developments since City National Bank first filed its motion.
Owens Mortgage Investment Fund, the Debtor's largest non-insider
creditor, has agreed to pay the Debtor's property taxes in the
event the Plan is confirmed, and to provide additional funds to
unsecured creditors.  The agreement renders the Plan confirmable
and very attractive to real creditors of the estate.

As reported in the Troubled Company Reporter on Jan. 30, 2012, CNB
asserted that the Plan is not feasible and thus unconfirmable
because (1) the Debtor is incapable of selling or developing the
fragmented pieces of what remains of the Chateau Project; and (2)
there is no evidence that after the payment to the Tax Collector
due in January 2102, which will almost completely deplete the
Debtor's remaining cash, the Debtor will have the ability to pay
the installments in the future necessary to comply with the Tax
Collector's "agreement" with respect to the unpaid real property
taxes accrued (a) prior to the Oct. 4, 2011, filing of the
Debtor's Chapter 11 petition; and (b) following the filing of the
petition through the 2010/2011 tax year.  Moreover, in April 2012,
the Debtor will have to pay all of the 2011/2012 real property
taxes, including the 10% penalty on account of the late payment of
the first installment, past due as of Dec. 11, 2011.  CNB says the
Debtor lacks the funds to do so, and neither the Plan nor the
disclosure statement even hint at the source of such payment.

The Creditors also contended that the Debtor's failure to pay a
"penny" of postpetition real property taxes violates obligations
imposed by 28 U.S.C. Sections 959 and 960.

A full-text copy of the Fifth Amended Plan of Reorganization dated
Jan. 31, 2012, is available for free at
http://bankrupt.com/misc/laketahoe.doc507.pdf

                   About Lake Tahoe Development

Based in Zepher Cove, Nevada, Lake Tahoe Development Co., LLC, is
a real estate development company with substantial expertise in
the real estate land entitlement and permitting areas in the
unique geographic location of South Lake.  Its principal, Randy
Lane, who is the sole owner of Mountain Ventures, LLC, which is
the managing member of the Debtor, has resided and developed real
estate in South Lake Tahoe since 1976.

The Company owns an interest in two separate real estate
development projects.  The first project owned exclusively by the
Debtor is a large, mixed use, condominium, 19 hotel and retail
space development comprised of 29 separate real estate parcels
with multiple lien holders holding liens against various parcels
located at the California/Nevada state line on Highway 50, South
Lake Tahoe, California.  The second is property owned by the
Debtor located at 1259 Emerald Bay Road, South Lake Tahoe, CA (the
"Gateway Project"), which is separate and apart from the Project,
24 and is being developed by Danny Freeman pursuant to a
development agreement.

The Company filed for Chapter 11 protection (Bankr. E.D. Calif.
Case no. 09-41579) on Oct. 5, 2009.  Daniel L. Egan, Esq., Megan
A. Lewis, Esq., and Steven J. Williamson, Esq., at Wilke, Fleury,
Hoffelt, Gould & Birney, LLP, in Sacramento, Calif., serve as
counsel to the Debtor.  The Debtor estimated assets at
$100 million and $500 million, and debts at $50 million and
$100 million in its Chapter 11 petition.


LEHMAN BROTHERS: Plan Now Effective; Distributions Start April 17
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliates disclosed that
the occurrence of the Effective Date of their plan and emergence
from chapter 11.  They will commence distributions to creditors on
April 17, 2012.  Distributions will be made to record holders of
claims as of March 18, 2012.

A new board of directors will guide Lehman Brothers Holdings Inc.
and its affiliates as they move toward a complete liquidation of
their assets, following a strategy to efficiently and
expeditiously maximize results for creditors.

John Suckow, a Managing Director with Alvarez & Marsal and
Lehman's President and Chief Operating Officer, said: "We are
proud to announce Lehman's exit from chapter 11 and entrance into
the final stage of this process -- distributions to creditors.
Our objective remains to provide the best results possible for
creditors -- by continuing to strategically position assets to
produce strong values, to pursue the resolution of disputed claims
and other matters in litigation, and to manage expenses in line
with the asset disposition process.  We thank the hundreds of
Lehman employees and outside professionals who have worked hard
and diligently since September 2008 to achieve this monumental
result."

                       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: SIPA Trustee, Lehman Settle Claims
---------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
under the Securities Investor Protection Act said he reached an
agreement in principle with the company and certain affiliates to
resolve all claims among them, according to a February 28 report
by Reuters.

The agreement, about which no further details were provided, is
subject to approval by the U.S. Bankruptcy Court in Manhattan.
A spokesman for the trustee and a spokeswoman for Lehman declined
to comment on the amount these claims might represent, the report
said.

As of the trustee's Oct. 21 interim operating report, 244 claims
worth $7.9 billion remained in dispute out of the 630 claims
worth $19.9 billion filed by Lehman and its subsidiaries against
the brokerage.

                      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)


LICHTIN/WADE LLC: Files List of 20 Unsecured Creditors
------------------------------------------------------
Amanda Jones Hoyle, staff writer at Triangle Business Journal,
reports that Raleigh real estate developer Harold Lichtin has
fulfilled his obligation to the U.S. Bankruptcy Court by supplying
a list of the top 20 unsecured creditors owed money by one of his
subsidiaries, Lichtin/Wade LLC

According to the report, the list of creditors still owed money is
the Wake County Revenue Department, which is owed $179,513 for
unpaid 2011 property taxes, confirms Wake County Revenue Director
Marcus Kinrade.

The report says the county in late January had taken the unusual
action of issuing a rent levy on the business tenants renting
space in the Wade I and Wade II office buildings to cover the cost
of the unpaid taxes.  However, the garnishing of rent was halted
by the bankruptcy court to protect the properties' secured
creditors, including BB&T bank.  Lichtin/Wade owns 20 acres, plus
the Wade I and Wade II office buildings located at the
intersection of Wade Avenue and Edwards Mill Road in west Raleigh.

The report relates that Mr. Kinrade says the county was only able
to collect about $17,000 from the rent levy before the bankruptcy
petition was filed.  The revenue department has also returned five
payments totaling $95,506 that was received after the bankruptcy
petition was filed.

The report notes that the top creditors list also includes debt
owed to several local and national real estate brokerage firms,
several construction contractors and subcontractors and local law
firms.

                        About Lichtin/Wade

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

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

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

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


LITTLE MOUNTAIN: Files for Chapter 11 in Salt Lake City
-------------------------------------------------------
Little Mountain Rabbit Patch, LLC, filed a bare-bones Chapter 11
bankruptcy petition (Bankr. D. Utah Case No. 12-22554) in Salt
Lake City on March 5.  North Salt Lake-based Little Mountain
estimated up to $50 million in assets and up to $10 million in
liabilities.


LIZ CLAIBORNE: S&P Upgrades Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based Liz Claiborne Inc. to 'B' from 'B-'.
The outlook is stable. "We have removed the ratings from
CreditWatch, where they had been placed with positive implications
on Oct. 14, 2011, following the company's announcement that it had
entered a definitive agreement to sell several brands and use
proceeds to repay debt," S&P said.

"At the same time, we raised the issue rating on the company's
senior secured notes and unsecured notes to 'B' from 'B-' and to
'CCC+' from 'CCC'. We revised the recovery rating on the senior
secured notes to '4', indicating our expectation for average (30%-
50%) recovery for lenders in the event of a payment default, from
'3'. Our unsecured recovery rating remains unchanged at '6',
indicating our expectation of negligible (0% to 10%) recovery for
lenders in the event of a payment default," S&P said.

"The one-notch upgrade reflects our view that Liz Claiborne's
credit measures have improved and operations have largely
stabilized following the substantial sale of assets, including
trademarks to its legacy Liz Claiborne brand and struggling Mexx
brand, during the second half of 2011," said Standard & Poor's
credit analyst Linda Phelps. "Thus far, the company has deployed a
portion of the proceeds from the asset sales to reduce debt. We
expect it to undertake further debt reductions with excess cash on
balance sheet during the course of 2012. The lower recovery rating
largely reflects the decline in the company's pro forma EBITDA
following the asset sale transactions."

"The ratings on Liz Claiborne reflects Standard & Poor's view that
the company's financial risk profile has improved following the
sale of assets resulting in lower debt levels, but remains 'highly
leveraged'. In addition, we believe the company's business risk
profile will continue to be 'weak' given its ongoing exposure to
fashion risk within the highly competitive apparel industry and
still-soft consumer discretionary spending," S&P said.

"Our ratings outlook on Liz Claiborne is stable. We believe
operating performance will be relatively stable going forward
without the drag from the Mexx business. In addition, we believe
the company's profitability will benefit from corporate overhead
cost reduction initiatives. However, we could lower the rating if
the total debt-to-EBITDA ratio does not decline below 6x by the
end of fiscal 2012, possibly as a result of weaker operating
performance, and the company does not continue to reduce debt
balances," S&P said.

"Though unlikely, we could raise the rating if we believe the
company can sustain debt to EBITDA leverage below 4.5x and FFO to
debt approaches 20%. EBITDA would have to increase about 35% from
current levels for this to occur," S&P said.


LOS ANGELES DODGERS: Beaten Fan Rebuffs Bankruptcy Compromise
-------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the baseball
fan severely beaten last year at a Los Angeles Dodgers game
rejected a compromise Monday in which the team would support
moving his negligence claims out of Delaware bankruptcy court if
he agreed to pursue only the team's insurers.

The bankrupt baseball team has offered to drop its objections to
moving Bryan Stow's claims to California state court provided Stow
supports the team's reorganization plan, agrees not to pursue his
claims until after the plan's confirmation, and releases claims
against nondebtor affiliates, according to Law360.

                     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.


MA BB OWEN: Sale of All Assets to Castle Hill Approved
------------------------------------------------------
Judge Brenda Rhoades of the Eastern District of Texas, following a
hearing on Feb. 14, authorized MA BB Owen LP and MA-BBO Five LP to
sell substantially all of their assets to CH-B Trinity Falls, L.P.
All objections to the sale motion were denied and overruled.

At an auction held on Feb. 10, 2012 and adjourned and continued to
Feb. 14, CH-B offered and the Debtors accepted, the highest and
best qualified bid, which is a cash bid in the amount of (i) $17.6
million allocated to the property owned by MA BB Owen, LP and
$8.75 million allocated to the property owned by MA BBO Five, LP,
(ii) $330,000 to cure defaults under leases identified as "Desired
365 Contracts", (iii) $125,000 to be paid to the Debtors? estates
for the benefit of creditors, and (iv) the payment of $22,400 of
past due ad valorem taxes on the Properties.

Castle Hill Partners, Inc.'s CH-B Trinity was the stalking horse
bidder.  For opening the auction, it is entitled to a break-up fee
$704,323 if the Debtors sell the assets to another party on or
before June 13, 2013, according to the court-approved bid
procedures.  Castle Hill's opening offer had allocated $15.5
million for the MA BB Owen property and $7.5 million for the MA-
BBO Five property.

Castle Hill and other parties, as well as secured creditor
Hillcrest Bank, earlier filed objections, all in connection with
the Debtors' failure to hold an auction on Feb. 10.  The Debtors
adjourned the auction on Feb. 10, without holding an open bidding
process due to issues that arose between the purported qualified
bidders.

A court filings said that the Debtors received a bid from Klabzuba
Realty, LLC, in addition to the bid received from their stalking
horse purchaser, CH-B  Trinity Falls.  The Debtors selected
Klabzuba as the "initial highest bid."  The parties have disagreed
on the ability of the Debtors to determine that subsequent bids
that have different terms than the prior bids constitute qualified
bids.

CH-B Trinity Falls, L.P., is represented by:

         William L. Wallander, Esq.
         Bradley R. Foxman, Esq.
         VINSON & ELKINS LLP
         2001 Ross Avenue, Suite 3700
         Dallas, Texas 75201-2975
         Tel: (214) 220-7700
         Fax: (214) 220-7716
         E-mail: bwallander@velaw.com
                 bfoxman@velaw.com

Hillcrest Bank is represented by:

         Brian C. Mitchell, Esq.
         BRACEWELL & GIULIANI LLP
         1445 Ross Avenue Suite 3800
         Dallas, Texas 75202-2711
         Tel: (214) 468-3800
         Fax: (214) 468-3888

                         About MA BB Owen

MA BB Owen LP and MA-BBO Five LP are single-purpose entities
created by Marlin Atlantis, a Dallas, Texas-based commercial real
estate developer.  MA BB Owen purchased 1,115 acres of land in the
City of McKinney, Texas, using a $22.8 million loan from Hillcrest
Bank. MA-BBO Five acquired 592 acres of land adjacent to the
property utilizing a $11.07 million loan from Heritage bank.

MA-BBO Five and MA BB Owen filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Case Nos. 11-40644 and 11-40645) on
Feb. 28, 2011.  Joyce W. Lindauer, Esq., serves as bankruptcy
counsel.  MA BB estimated its assets at $10 million to $50
million.  MA-BBO Five estimated assets of up to $10 million and
liabilities of $50 million to $100 million.


MAGUIRE GROUP: Court Approves Payments of Critical Vendor Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Maguire Group Holdings, Inc., et al., to pay in the
ordinary course of their business, as and when due, the critical
vendor claims.

The Court also ordered that the critical vendors will continue to
provide the Debtors with the same services, upon the same terms,
as they provided prior to the Petition Date upon payment of the
critical vendor claims.

                   About Maguire Group Holdings

Maguire Group Holdings, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on
Oct. 24, 2011.  Attorneys at Berger Singerman, P.A., serve as
Kurtzman Carson Consultants LLC is the claims and notice agent.
Berkowitz Dick Pollack & Brant serves as their financial advisors.
Rasky Baerlein Strategic Communications, Inc., is the
communications consultant.  Maguire Group Inc. disclosed
$6,526,196 in assets and $46,760,759 in liabilities.

The United States Trustee said until further notice, it will not
appoint an official committee under 11 U.S.C. Sec. 1102 in the
bankruptcy case of Maguire Group Holdings, Inc., along with
affiliates.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.


MAGUIRE GROUP: Final Hearing on Cash Access Set for Today
---------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has continued until March 7,
2012, at 2:00 p.m., the final hearing on Maguire Group Holdings,
Inc., et al.'s request for continued access to cash collateral.

On Feb. 14, creditors Metric Engineering, Inc., and Metric
Engineering Group, Inc., asked the Court to reschedule the Feb. 16
hearing on the Debtor's use of the cash collateral.

The creditors explained that there's an unavoidable conflict at
2:00 p.m. on Feb. 16.  The creditors' counsel's daughter was
inducted into the Junior National Honor Society at the same time
on Feb. 16.

As reported in the Troubled Company Reporter on Dec. 14, 2011,
Regions Bank holds a security interest in the personal property of
Debtor Maguire Corp., including cash collateral.  The lender, as
of the Petition Date, was owed the principal amount of $950,000;
provided, however, that the representations are not binding on any
other party in interest.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lender a replacement lien
on and in all property of the Debtors acquired or generated after
the Petition Date, subject to carve out on certain fees.

Metric Engineering is represented by:

         Diane Noller Wells, Esq.
         DEVINE GOODMAN RASCO & WELLS, P.A.
         777 Brickell Avenue, Suite 850
         Miami, FL 33131
         Tel: (305) 374-8200
         Direct: (305) 444-6695
         Fax: (305) 374-8208
         E-mail: dwells@devinegoodman.com

                   About Maguire Group Holdings

Maguire Group Holdings, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on
Oct. 24, 2011.  Attorneys at Berger Singerman, P.A. now known as
Berger Singerman LLP, is bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  Berkowitz Dick
Pollack & Brant serves as their financial advisors.  Rasky
Baerlein Strategic Communications, Inc., is the communications
consultant.  Maguire Group Inc. disclosed $6,526,196 in assets and
$46,760,759 in liabilities.

The United States Trustee said until further notice, it will not
appoint an official committee under 11 U.S.C. Sec. 1102 in the
bankruptcy case of Maguire Group.


MAGUIRE GROUP: Hearing on Plan Outline Adequacy Set for Today
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing today, March 7, 2012, at 2:00 p.m., to
consider adequacy of the Disclosure Statement explaining Maguire
Group Holdings, Inc., et al.'s proposed Plan of Reorganization
dated Jan. 27, 2012.

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

According to the Disclosure Statement, based on the Debtors' views
as to the value of their estates and their projected cash flows,
the Debtors concluded that they would be unable to pay the total
of either of the known and potential litigation-related unsecured
claims or unsecured claims arising from the 2009 Transaction and
subsequent related transactions.  On the other hand, given the
fundamental importance of the sub-consultants in Class 4 of the
Plan (General Unsecured Claims Necessary for the Continued
Operation of the Reorganized Debtors) to the Debtors' future, the
Debtors believe that it is absolutely necessary to pay the allowed
claims of the Class 4 sub-consultants in full over a brief period
of time.

Accordingly, the Debtors' restructuring efforts focused on
creating a stand-alone Chapter 11 plan that would provide (i) the
sub-consultant appearing in Class 4 of the Plan a distribution
totaling 100% of their allowed claims, to be paid over nine months
from the Effective Date; and (ii) a distribution to the holders of
allowed remaining unsecured claims not necessary for the Debtors'
reorganization that have been placed in in Class 5 of the Plan,
including the holders of known and potential litigation-related
unsecured claims and other unsecured claims arising from the 2009
Transaction and subsequent related transactions, equal to a pro
rata share of cash from a "pot plan" distribution.

The Plan contemplates that the combination of a necessary and
substantial contribution by Carlos Duart (in the amount of
$350,000), along with the Debtors' cash on hand, together with the
cash flow from the Debtors' future operations and a guaranty of
payment to be provided by Carlos Duart with respect to the payment
of all allowed claims under the Plan, will be sufficient and used
to (i) pay all unclassified claims, including Allowed
Administrative Expense Claims (including Professional Claims),
Priority Tax Claims and Statutory Fees; (ii) fund the Disputed
Claims Reserve; and (iii) make distributions to the holders of
allowed claims in each of the classes that will (or could) receive
distributions under the Plan, including Class 1, Class 3.

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

                   About Maguire Group Holdings

Maguire Group Holdings, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on
Oct. 24, 2011.  Attorneys at Berger Singerman, P.A. now known as
Berger Singerman LLP, is bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  Berkowitz Dick
Pollack & Brant serves as their financial advisors.  Rasky
Baerlein Strategic Communications, Inc., is the communications
consultant.  Maguire Group Inc. disclosed $6,526,196 in assets and
$46,760,759 in liabilities.

The United States Trustee said until further notice, it will not
appoint an official committee under 11 U.S.C. Sec. 1102 in the
bankruptcy case of Maguire Group.


MAGUIRE GROUP: Wants Plan Filing Exclusivity Until May 21
---------------------------------------------------------
Maguire Group Holdings, Inc., et al., ask the U.S. Bankruptcy
Court Southern District of Florida to extend their exclusive
periods to file and solicit acceptances for a proposed plan of
reorganization until May 21, 2012, and July 20, respectively.

The Debtor relate that termination of the exclusivity period and
acceptance period could give rise to the threat of multiple plans
and a contentious confirmation process, resulting in increased
administrative expenses and consequently diminishing returns to
the Debtors' creditors.

The Debtors, on Jan. 27, 2012, filed a Plan Of Reorganization
which contemplates that the combination of a necessary and
substantial contribution by Carlos Duart (in the amount of
$350,000), along with the Debtors' cash on hand, together with the
cash flow from the Debtors' future operations and a guaranty of
payment to be provided by Mr. Duart with respect to the payment of
all allowed claims under the Plan, will be sufficient and used to
(i) pay all unclassified claims; (ii) fund the Disputed Claims
Reserve, and (iii) make distributions to the holders of allowed
claims in each of the classes that will (or could) receive
distributions under the Plan, including Class 1, Class 3, Class 4,
and Class 5.

                   About Maguire Group Holdings

Maguire Group Holdings, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on
Oct. 24, 2011.  Attorneys at Berger Singerman, P.A. now known as
Berger Singerman LLP, is bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  Berkowitz Dick
Pollack & Brant serves as their financial advisors.  Rasky
Baerlein Strategic Communications, Inc., is the communications
consultant.  Maguire Group Inc. disclosed $6,526,196 in assets and
$46,760,759 in liabilities.

The United States Trustee said until further notice, it will not
appoint an official committee under 11 U.S.C. Sec. 1102 in the
bankruptcy case of Maguire Group.


MAGUIRE GROUP: Wants Until May 21 to Decide on Unexpired Leases
---------------------------------------------------------------
Maguire Group Holdings, Inc., et al., ask the U.S. Bankruptcy
Court Southern District of Florida to extend until May 21, 2012,
their time to assume or reject all of their unexpired leases of
nonresidential real property.

The Debtors relate that they had been unable to make reasoned
decisions as to whether to assume or reject all the unexpired
leases.

                   About Maguire Group Holdings

Maguire Group Holdings, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 11-39347) on
Oct. 24, 2011.  Attorneys at Berger Singerman, P.A. now known as
Berger Singerman LLP, is bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  Berkowitz Dick
Pollack & Brant serves as their financial advisors.  Rasky
Baerlein Strategic Communications, Inc., is the communications
consultant.  Maguire Group Inc. disclosed $6,526,196 in assets and
$46,760,759 in liabilities.

The United States Trustee said until further notice, it will not
appoint an official committee under 11 U.S.C. Sec. 1102 in the
bankruptcy case of Maguire Group.


MALIBU ASSOCIATES: Court Approves Dismissal Motion
--------------------------------------------------
The U.S. Bankruptcy Court has approved Malibu Associates, LLC's
motion to dismiss its Chapter 11 case.

As reported by the Troubled Company Reporter on Jan. 5, 2012, the
Debtor said it has closed a Court-approved refinancing of its
secured debt with U.S. Bank, National Association and negotiated a
restructuring of its equity which, together, enable the Debtor to
pay its creditors upon the approval of the motion and move forward
with re-entitlement of the real property commonly known as Malibu
Country Club, the Debtor's primary asset.  The Debtor will pay all
undisputed prepetition general unsecured creditors and
administrative expense creditors in full without interest, or as
otherwise agreed with individual creditors.  According to the
Debtor, it will (i) deposit $622,291 into the Kaye Scholer client
trust account to pay unpaid agreed amount owed to the
professionals; and (ii) have on deposit in its operating account
available funds of at least $554,906 designated to satisfy the
remaining payments owed to creditors.

A full-text copy of the motion and the terms of the refinancing is
available for free at:

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

                    About Malibu Associates

Malibu, California-based Malibu Associates, LLC, dba Malibu
Country Club and Malibu Country Club filed for Chapter 11
bankruptcy (Bankr. C.D. Calif. Case No. No. 09-24625) on Nov. 3,
2009.  Ashleigh A. Danker, Esq., and Marc S. Cohen, Esq., at Kaye
Scholer LLP, in Los Angeles, represent the Debtor in its
restructuring effort.  The Company disclosed assets of
$42,853,592, and debts of $35,758,538 as of the Petition Date.


MARKETING WORLDWIDE: Ronald Kletter Discloses 15.8% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Ronald W. Kletter disclosed that, as of Feb. 20, 2012,
he beneficially owns 31,280,911 shares of common stock of
Marketing Worldwide Corporation representing 15.8% of the shares
outstanding.  The percentage is based on the number of shares of
common stock of Marketing Worldwide outstanding at Feb. 15, 2012,
as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended Dec. 31, 2011, plus 25,000,000 shares issued to the
Reporting Person as of Feb. 20, 2012.

Ronald W. Kletter Family Dynasty Trust owns 27,340,633 shares of
the Company's Common Stock.  Mr. Kletter is the sole trustee of
Ronald W. Kletter Family Dynasty Trust.

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

                        http://is.gd/X9ynZQ

                      About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.50 million
in total assets, $7.90 million in total liabilities, $3.50 million
in Series A convertible preferred stock, and a $9.90 million total
stockholders' deficiency.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern following the
Company's 2011 financing results.  The independent auditors noted
that the Company has generated negative cash flows from operating
activities, experienced recurring net operating losses, is in
default of loan certain covenants, and is dependent on securing
additional equity and debt financing to support its business
efforts.


MASCO CORP: Moody's Assigns 'Ba2' to $400MM Sr. Unsec. Notes
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 to Masco Corporation's
proposed $400 million senior unsecured notes due 2022. Proceeds
from the notes issuance and cash on hand will be used to fully
redeem the company's $745.0 million (originally $850 million)
notes due July 2012. Moody's also affirmed the Corporate Family
Rating and Probability of Default Rating at Ba2 and other senior
unsecured notes at Ba2. The company's speculative grade liquidity
assessment remains SGL-1. The rating outlook remains negative.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at Ba2;
Probability of Default Rating affirmed at Ba2;
Senior unsecured notes ratings affirmed at Ba2 (LGD4, 52%);
$400 million senior unsecured notes due 2022 assigned Ba2 (LGD4,
  52%); and,
Various shelf securities affirmed at (P)Ba2/(P)B1.

The company's speculative grade liquidity assessment remains
SGL-1.

Ratings Rationale

The Ba2 rating assigned to the proposed $400 million senior
unsecured notes due 2022, the same rating as the corporate family
rating, are pari passu to Masco's other senior unsecured debt.
Proceeds from the Notes and cash on hand will be used to redeem
all of the company's existing $745.0 million (originally $850
million) 5.875% senior unsecured notes due July 2012 -- at which
time the ratings will be withdrawn -- and to pay other related
fees and expenses. The proposed note issuance will improve Masco's
debt leverage and interest coverage ratios slightly due to the
lower amount of balance sheet debt. On a pro forma basis through
December 31, 2011, debt leverage improves to about 6.0 times from
6.5 times, and EBITA-to-interest expense improves slightly to
about 1.6 times from 1.5 times (all ratios adjusted per Moody's
standard adjustments). Also, reduced interest costs of about $21
million annually should improve free cash flow. The transaction
also extends Masco's debt maturity profile. The next maturity is
its $200 million 7.125% senior unsecured notes due August 2013,
which Masco has more than sufficient cash to fully redeem,
followed by its revolving credit facility maturing January 2014.

The negative rating outlook continues to reflect Moody's view that
Masco's financial performance will be hindered by anemic growth
prospects for major remodeling projects and weak forecasts for new
housing construction. Despite the modest improvement in credit
metrics on a pro forma basis, high levels of debt and ongoing
weakness in the home construction and remodeling markets may make
it difficult for Masco to bring credit metrics in-line with levels
that support the current rating. Additionally, Masco will likely
face higher raw material costs on a year-over-year basis for such
commodities as lumber, resin and titanium dioxide for paints. The
Cabinet and Installation businesses will continue to be a drag on
earnings. The upcoming summer and early fall months, peak
repair/remodeling season, will be telling as to Masco's longer-
term operating performance and resulting credit metrics.

Masco's Ba2 Corporate Family Rating reflects its robust liquidity
profile and broad product offerings, mitigating the adverse impact
of weakness in any single line of business. The Decorative
Architectural Products and the Plumbing Products segments continue
to perform well, partially offsetting the lackluster performance
in the company's Cabinets and Related Products and Installation
and Other Services businesses.

Masco's SGL-1 speculative grade liquidity assessment reflects
Moody's view that it will maintain a very good liquidity profile
over the next twelve months. Operating cash flow should be
sufficient to fund its normal operating requirements and capital
expenditures. Combined cash on hand of $1.3 billion, net the usage
of cash to partially-redeem its Notes due July 2012, at the end of
2011 and about $630 million of borrowing availability under its
recently amended revolving credit facility is more than ample to
meet potential operating cash shortfalls, growth capital
expenditures and its maturing debt in August 2013. The company's
assets are unencumbered, providing an alternate source of
liquidity.

A downgrade could occur if the company's restructuring initiatives
and continued recovery in the remodeling and housing construction
markets do not support continued improvement in operating
performance. Debt-to-EBITDA remaining above 5.0 times or EBITA-to-
interest expense staying below 3.0 times (all ratios incorporate
Moody's standard adjustments), or deterioration in the company's
liquidity profile without offsetting debt reductions could
pressure the ratings.

Stabilization of the ratings is unlikely until Masco is able to
generate significant earnings that result in debt-to-EBITDA
approximating 4.5 times and EBITA-to-interest expense approaching
3.5 times (all ratios incorporate Moody's standard adjustments).

The principal methodology used in rating Masco was the Global
Manufacturing Industry Methodology, published December 2010. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Masco Corporation, headquartered in Taylor, MI, is one of the
largest manufacturers in North America of a number of home
improvement and building products, including faucets, cabinets,
architectural coatings and windows. It is also one of the largest
installers of insulation and other products for the new home
construction market. The Company generally distributes products
through multiple channels including home builders and wholesale
and retail channels. North American operations generated
approximately 75% of its sales. Revenues for 2011 totaled about
$7.5 billion.


MASCO CORP: Fitch Rates Proposed $400MM Sr. Notes Offering at 'BB'
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Masco Corporation's
(NYSE: MAS) proposed offering of $400 million senior notes due
2022.  The new issue will be ranked on a pari passu basis with all
other senior unsecured debt.  Proceeds from the notes offering
will be used for general corporate purposes, including the
repayment of a portion of the company's $791 million senior notes
due on July 15, 2012.

On March 1, 2012, Fitch downgraded the company's ratings to 'BB'
from 'BB+'.  The Rating Outlook is Stable. Fitch currently rates
Masco as follows.

  -- Long-term Issuer Default Rating (IDR) at 'BB';
  -- Senior unsecured notes at 'BB';
  -- Unsecured bank credit facility at 'BB'.

The ratings reflect Masco's leading market position with strong
brand recognition in its various business segments, the breadth of
its product offerings, and solid liquidity position.  Risk factors
include weak operating margins and credit metrics, sensitivity to
general economic trends, as well as the cyclicality of the
residential construction market.

The Stable Outlook reflects Fitch's view of moderately improving
housing and home improvement markets in 2012 compared with 2011.

Masco's margins and credit metrics have deteriorated over the past
year. Masco ended fiscal 2011 with debt to EBITDA (as calculated
by Fitch) of 6.2 times (x) compared with 5.3x at year-end 2010.
EBITDA to interest coverage declined from 3.1x in 2010 to 2.5x in
2011 while funds from operations (FFO) interest coverage fell from
2.4x in 2010 to 1.7x in 2011.

Fitch does not expect a meaningful improvement in Masco's
financial performance this year as housing, although expected to
grow modestly, remains very weak in absolute terms and spending
for big ticket renovation continues to be constrained.
Additionally, raw material costs are expected to remain elevated
for Masco's paint products during 2012.  Although the company is
expected to reduce debt by roughly $400 million this year, Fitch
projects Masco's leverage will remain elevated in the intermediate
term and is expected to continue to be above 5x in 2012.  Fitch
also projects interest coverage ratios to improve only marginally
this year compared with 2011.

Masco's historically strong free cash flow (FCF; cash flow from
operations less capital expenditures and dividends) generation
diminished in 2011.  During the past decade, the company generated
significant FCF, even during periods when revenues and
profitability declined.  During the 2000 - 2010 periods, Masco
generated FCF in excess of $5.7 billion. (Masco generated FCF of
$220 million in 2010 and $414 million in 2009).  In 2011, the
company was slightly FCF negative. Fitch currently expects Masco
to generate minimal FCF in 2012.

The Stable Outlook also reflects the company's solid liquidity
position, although this is expected to decline moderately this
year due to an upcoming debt maturity.  Masco ended the year with
$1.66 billion of cash on the balance sheet and $630 million of
availability under its $1.25 billion unsecured revolving credit
facility that matures in January 2014.  The company has $791
million of notes coming due in July 2012, which it intends to
repay with the proposed notes issuance and cash on hand. Fitch
expects Masco to continue to have cash in excess of $1 billion by
year-end 2012.

In February 2012, the company amended its revolving credit
facility, which provided for certain add-backs to shareholder's
equity in its covenant calculation for certain non-cash charges
taken in 2010 and 2011.  This amendment increased the company's
borrowing availability under the revolver from $178 million to
$630 million.  The company indicated that as of Dec. 31, 2011, the
company can absorb a reduction in shareholder's equity of $340
million and remain in compliance with its leverage covenant.
Fitch expects Masco to continue to have access to its revolving
credit facility, although the amount available will likely
continue to be lower than the total facility amount due to
covenant constraints.

Fitch is encouraged that management has taken steps to preserve
its liquidity during these still uncertain times. Masco had been
an aggressive purchaser of its stock starting in 2003, spending
about $1.2 billion annually, on average, in share repurchases and
dividends during the 2003-2007 periods.  The company has not
repurchased stock since July 2008 and has put its share repurchase
program on hold, except for stock buybacks to offset the dilutive
effect of stock grants.  In March 2009, Masco also reduced its
quarterly dividend from $.235 per common share ($.94 annually) to
$0.075 per share ($.30 annually), saving approximately $225
million per year.  Fitch expects the company will preserve its
strong liquidity position and refrain from meaningful share
repurchases through at least this year.

Fitch's rating also takes into account the cyclicality of Masco's
end markets.  Fitch's housing forecasts for 2012 assume a modest
rise off a very low bottom.  New home inventories are at
historically low levels and affordability is at near record highs.
In a slowly growing economy with distressed home sales competition
similar to 2011, less competitive rental cost alternatives, and,
probably, even lower mortgage rates, total housing starts should
improve almost 7% to 650,000 homes, while new home sales increase
approximately 5.6% to 319,000 and existing home sales grow 3% to
4.388 million.

The home improvement industry has shown moderate recovery during
the past two years.  Fitch currently projects home improvement
spending will grow 4% in 2012. Remodeling expenditures are likely
to continue to pick up this year as homeowners who deferred
maintenance and/or improvements during the recent recession start
revisiting these projects.  The gradual improvement in the economy
and moderately better housing market conditions could provide the
catalyst for a slightly more robust increase in spending for home
remodeling projects this year as compared to the estimated 3%
growth in 2011.  However, Fitch expects spending on big ticket
renovations will remain constrained as credit availability remains
tight and returns on home improvement projects continue to fall.

Future ratings and outlooks will be influenced by broad housing
and home improvement market trends, as well as company specific
activity, particularly FCF trends and uses.  Masco's rating is
constrained in the intermediate term due to weak credit metrics,
but a Positive Rating Outlook may be considered if the recovery in
housing metrics and home improvement spending is significantly
better than Fitch's outlook and the company significantly improves
its credit metrics above Fitch's current expectations.  Negative
rating actions could occur if the anticipated recoveries in
Masco's end-markets do not materialize and if management resumes a
meaningful share repurchase program before a clearly established
recovery has began in the housing and home improvement markets.


METALDYNE CORP: New York Judge Refuses to Seal Settlement
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Martin Glenn in New York
refused to seal a settlement agreement in the Chapter 11 case of
Metaldyne Corp.  The trustee for the liquidating trust established
under the confirmed plan hashed out a settlement of claims against
a Russian automaker named GAZ. The settlement agreement required
filing in bankruptcy court under seal so the terms wouldn't be
known publicly.

According to the report, Judge Glenn refused to allow the
settlement agreement to be filed under seal.  For the court to
approve the settlement, Judge Glenn is requiring public disclosure
of the terms.  Judge Glenn cited the familiar principle that there
is a "strong presumption and public policy in favor of public
access to court records."  He said there must be "compelling or
extraordinary circumstances" before court filings are sealed.
Judge Glenn did say it will be acceptable to delete bank account
or routing numbers from the publicly filed documents.

                      About Metaldyne Corp.

Metaldyne Corp. was a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain applications including engine, transmission/transfer
case, driveline, and noise and vibration control products to the
motor vehicle industry.

Metaldyne and its affiliates filed for Chapter 11 protection on
May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).  The filing did
not include the company's non-U.S. entities or operations.
Richard H. Engman, Esq., at Jones Day represented the Debtors in
their restructuring.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP served as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  A committee of Metaldyne creditors was represented
by Mark D. Silverschotz, Esq., and Kurt F. Gwynne, Esq., at Reed
Smith LLP, and the committee tapped Huron Consulting Services,
LLC, as its financial advisor.  For the fiscal year ended
March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the Company had assets of US$977 million and
liabilities of $927 million.

Judge Glenn approved the sale of substantially all assets to
Carlyle Group in November 2009 for roughly $496.5 million, and
confirmed the Debtors' liquidating chapter 11 plan on Feb. 23,
2010.  Under the terms of the confirmed liquidation plan, Oldco M
Distribution Trust is the post-confirmation entity charged with
prosecuting all claim objections and distributing all plan assets
pursuant to the terms of the plan.  The Trust is represented by
Kimberly E.C. Lawson, Esq., at Reed Smith LLP, in Wilmington, Del.


MILACRON HOLDINGS: Moody's 'B2' CFR/PDR for Possible Upgrade
------------------------------------------------------------
Moody's Investors Service placed the B2 Corporate Family Rating
and B2 Probability of Default Rating of Milacron Holdings, Inc.
and the B1 Senior Secured Term loan rating of Milacron LLC under
review for possible upgrade.

Ratings placed under review for possible upgrade:

Corporate Family Rating, B2
Probability of Default, B2
First Lien bank term loan, B1 (LGD-3, 44%)

The last rating action was on April 11, 2011 at which time a
CFR/PDR of B2 was assigned.

Ratings Rationale

In February, Milacron increased the size of its first-lien term
loan by $60 million to take the total to $196.5 million. Proceeds
from the loan along with cash on hand and a minor drawing under
the company's asset backed revolving credit facility (unrated)
were used to repurchase shares held by its private equity owner,
Avenue Capital. While the transaction adds to the company's debt
burden, its debt/EBITDA measure is relatively unchanged from
levels in May 2011 when the company was recapitalized. At that
time, Moody's assigned a B2 CFR /PDR and a B1 rating to a $140
million term loan. The one-notch rating differential of the term
loan above the underlying CFR reflected expectations that amounts
outstanding under the term loan would decline at a certain pace
over the rating horizon, and, as a result, lift its recovery rate
in downside scenarios.

In the intervening period, Milacron's revenues and earnings have
exceeded expectations and may continue to do so over the rating
horizon. Importantly, higher volumes have contributed to an
increase in its margins. Potentially offsetting these improving
fundamentals is a perceived shift toward a more aggressive
financial policy in which returns to shareholders have been funded
with incremental debt. De-leveraging may occur over a longer-time
frame. Similarly, the capital goods sector remains cyclical and
resin costs for many of the company's molding equipment customers
have risen in step with higher oil prices. Weaker customer cash
flows historically have been a factor affecting orders for
Milacron's equipment.

The review will focus on the prospects for improving operating
fundamentals and the extent to which they are offset by higher
debt levels and financial strategies that may keep financial
leverage at elevated levels. In addition, the review will assess
changes in the expected recovery rate of the term loan. That
recovery rate will have been diluted by the higher proportion
which the term loan represents in the company's capital structure,
possibly pulling the term loan rating to a level matching that of
the underlying CFR.

The principal methodology used in rating Milacron was the Global
Heavy Manufacturing Rating Methodology published in November 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Milacron Holdings, Inc., based in Cincinnati, OH, produces
equipment used in plastics-processing industries as well as fluids
used in metalworking industries. Milacron LLC, a wholly-owned
subsidiary of Milacron Holdings, Inc., remains the borrowing
entity with both a down-streamed parent guarantee and up-streamed
guarantees from significant domestic subsidiaries. Revenues in
2011 exceeded $780 million.


MUNICIPAL CORRECTIONS: Faces Involuntary Chapter 11 Bankruptcy
--------------------------------------------------------------
Bondholders have filed an involuntary Chapter 11 petition (Bankr.
D. Nev. Case No. 12-12253) on Feb. 29, 2012, against Municipal
Corrections LLC, which operates a private prison facility,
alleging that the Municipal Corrections "is generally not paying
debts as they become due."  The bondholders said they are owed
$54.195 million.

Alex Ferreras at LoanSafe.org reports that there has been a
default in payment obligations for the municipal bonds --
officially called Irwin County, Ga., Participation Certificates --
backed by the prison and the revenue it generates.

The report says the petitioning creditors include Hamlin Capital
Management, LLC of New York; Oppenheimer Rochester National
Municipals of Rochester, N.Y.; and UMB N.A. of Minneapolis and
Kansas City.  UMB is the bond trustee charged with representing
the interests of bondholders, and its claim was made in bankruptcy
court on behalf of all bondholders.

The report says Ballard Spahr LLP and Dorsey and Whitney LLP
represent the bondholders.

Municipal Corrections LLC has offices in Stratham, N.H., and
Atlanta, Ga.


NBOR CORP: Court Dismisses Involuntary Chapter 11 Case
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has approved NBOR Corporation's motion to dismiss the involuntary
Chapter 11 bankruptcy case filed against it.

The Debtor explains that:

   -- the interests of creditors and the debtor would be better
      served by dismissal of the case;

   -- the petitioning creditor fails to meet the requirements of
      Bankruptcy Code Section 303(b);

   -- the petitioning creditor did not file the petition in good
      faith; and

   -- the petitioning creditor's claim is contingent, subject to
      bona fide dispute as to amount, and less than the statutory
      minimum.

Mako Strategies Inc. filed an involuntary chapter 11 petition
(Bankr. N.D. Calif. Case No. 11-72855) against Oakland,
California-based NBOR Corporation on Dec. 9, 2011.  Bankruptcy
Judge William J. Lafferty presides over the case.  The petitioner
is represented by Randy Michelson, Esq., at Michelson Law Group.
The Law Offices of Stephen D. Finestone serve as counsel to NBOR.


NEBRASKA BOOK: Deloitte Tax Approved as Income Tax Advisors
-----------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Nebraska Book Company, Inc., to
employ Deloitte Tax as income tax advisors nunc pro tunc Jan. 9,
2012.

Deloitte Tax is expected to perform tax advisory services related
to debt discharge and other tax issues arising in connection with
the Debtor's Chapter 11 filing.

The hourly rates of Deloitte Tax's personnel are:

         National partner/Principal/Director               $740
         Partner/Principal/Director                        $630
         Senior Manager                                    $550
         Manager                                           $470
         Senior                                            $380
         Staff                                             $290

Deloitte Tax will file interim and final fee applications for the
allowance of compensation for services rendered and reimbursement
of expenses.

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure $250
million in exit financing.  The company's exclusive period for
proposing a plan is set to expire on Jan. 23.


NEBRASKA BOOK: Devises Severance Bonuses for Workers
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nebraska Book Co. said the bankruptcy case has lasted
"much longer" than originally anticipated.  To "allay fears," the
company is proposing adoption of a severance bonus program under
which non-executive workers would have a minimum of two week's
pay. The bonus would grow to three months pay for workers with the
longest tenure.

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure $250
million in exit financing.


NEIMAN MARCUS: Fitch Affirms Issuer Default Rating at 'B'
---------------------------------------------------------
Fitch Ratings has affirmed its ratings on Neiman Marcus, including
the Issuer Default Rating (IDR) on Neiman Marcus, Inc. and its
subsidiary, The Neiman Marcus Group, Inc. (NMG), at 'B'.  The
Rating Outlook has been revised to Stable from Positive, as the
company is contemplating an extraordinary dividend of up to $500
million to its sponsors, which is likely to remove the potential
for improving credit metrics in spite of improving fundamentals.

The Positive Outlook had reflected the potential for leverage to
move to the low 5.0 times (x) range in fiscal 2012 on continued
improvement in EBITDA on strong mid-to-high single-digit top-line
growth.  Neiman ended its fiscal second quarter (ending January
2012) with leverage at 5.2x (adjusted debt/EBITDAR) on comparable
store sales (comps) growth of 9.4% and a latest 12-month (LTM)
EBITDA of $558 million (+15% year over year) and the company is
expected to continue to show improvement in EBITDA to potentially
the $600 million range in fiscal 2013, which would have taken
leverage to the 5.0x range.

However, should NMG complete up to a $500 million dividend which
would require borrowings on its revolver, leverage could creep up
to 5.8x-6.0x.

Improved Sales and EBITDA: Neiman Marcus, Inc.'s (NMG) operating
results have recovered strongly from the 2008-2009 recession with
mid-to-high single-digit comps growth over the past eight
quarters, given the overall recovery in luxury spending. LTM
EBITDA increased to $558 million from a low of $274 million in
2009 on low double-digit margins. EBITDA is still below the peak
level of $700 million attained in calendar 2007, with overall
sales still 10% lower than the pre-recession run rate.

Luxury Should Continue to Outperform: Fitch expects the luxury
department stores to post comps growth of 3%-5% on average in
2012-2013, on top of a sales-weighted average of 8.1% in 2011.
Assuming comps in the mid-single-digit range, NMG's EBITDA could
be at or slightly above $600 million in 2013.

Liquidity and Refinancing Risk: As of Jan. 28, 2012, the company
had approximately $430 million in cash on hand and $628 million of
availability under its $700 million asset-based revolving credit
facility. Fitch expects NMG to generate annual free cash flow
(FCF) in the $75 million-$100 million range over the next couple
of years, even as the company ramps up capital expenditures to
$170 million-$180 million from $94 million in fiscal 2011. Should
NMG declare an extraordinary dividend of $500 million and assuming
the company needs to maintain cash balances in the range of $200
million-$250 million (at January end to fund peak seasonal working
capital needs in the fall), Fitch projects it would need
incremental debt financing of approximately $300 million-$400
million.

Following its major refinancing activity in April 2011, the next
sizable maturity is the $500 million subordinated notes due in
October 2015. Given NMG's strong liquidity and FCF profile, Fitch
expects the company will be able to refinance this maturity.

The ratings of the various classes of debt listed below reflect
their respective recovery prospects. Fitch's recovery analysis
assumes an enterprise value (EV) of $1.8 billion in a distressed
scenario. This is based on a distressed EBITDA of $300 million and
market valuation of 6.0x EV/EBITDA.

Applying this value across the capital structure results in
outstanding recovery prospects (91%-100%) for the revolving credit
facility, which is rated three notches above the IDR at 'BB/RR1'.
The $700 million credit facility maturing in May 2016 is secured
by a first lien on inventory and cash of NMG and the subsidiary
guarantors and a second lien on real estate, capital stock and all
other tangible and intangible assets, including a significant
portion of NMG's owned and leased real property (which currently
consists of approximately half of NMG's full-line retail stores)
and equipment.

The $2.06 billion term loan and the $121 million of secured
debentures are secured by a first lien on the company's fixed and
intangible assets and a second lien on inventory and cash. They
are expected to have good recovery prospects (51%-70%) and are
rated one notch above the IDR at 'B+/RR3'. The senior subordinated
notes have poor recovery prospects (less than 10%) and are rated
three notches below the IDR at 'CC/RR6'.

Fitch has affirmed Neiman Marcus's ratings:

--Long-Term IDR at 'B';
--Secured revolving credit facility at 'BB/RR1';
--Secured term loan facility at 'B+/RR3';
--Secured debentures at 'B+/RR3';
--Senior subordinated notes at 'CC/RR6'.

The Rating Outlook is Stable.


NET ELEMENT: Enters Into $2-Mil. Subscription Pact with Rakishev
----------------------------------------------------------------
Net Element, Inc., on Feb. 23, 2012, entered into a Subscription
Agreement pursuant to which it agreed to sell, subject to the
satisfaction of customary closing conditions, 13,333,334 newly
issued shares of common stock of the Company to Kenges Rakishev
for an aggregate purchase price of $2,000,000, or $0.15 per share.
Pursuant to the Subscription Agreement, the Company granted Mr.
Rakishev the right to participate in any equity-based financing of
the Company so long as Mr. Rakishev and his affiliates
beneficially own greater than 5% of the Company's common stock, as
determined under Section 13(d) of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder.  In
connection with that participation right, Mr. Rakishev may elect
to purchase all or any part of any equity or equity-based
securities proposed to be issued by the Company in any financing
transaction.

On Feb. 24, 2012, the Company entered into a Shareholder Rights
Agreement with Mark Global Corporation, Kenges Rakishev, Mike Zoi,
TGR Capital, LLC, MZ Capital, LLC (Delaware), MZ Capital, LLC
(Florida) and Enerfund, LLC.  The companies TGR Capital, LLC, MZ
Capital, LLC (Delaware), MZ Capital, LLC (Florida) and Enerfund,
LLC are directly or indirectly owned and controlled by Mike Zoi.
Pursuant to the Shareholder Rights Agreement, the Shareholders
agreed to certain corporate governance matters pertaining to the
Company and the Company granted registration rights to each of
Mark Global Corporation, Kenges Rakishev, TGR Capital, LLC, Mike
Zoi and certain of their assignees.

The Shareholders agreed to cause the Board of Directors of the
Company to be comprised of not less than four and not more than
eight directors.  For so long as TGR Capital, LLC, together with
its affiliates, has beneficial ownership of greater than 5% of the
Company's common stock, TGR Capital, LLC, is entitled to nominate
one director.  For so long as Mark Global Corporation, together
with its affiliates, has beneficial ownership of greater than 5%
of the Company's common stock, Mark Global Corporation is entitled
to nominate one director.  For so long as the Shareholder Rights
Agreement remains in effect, TGR Capital, LLC, and Mark Global
Corporation are entitled to nominate two independent directors
mutually acceptable to TGR Capital, LLC, and Mark Global
Corporation.  In the event that Mark Global Corporation's director
nominee is unable to attend any meeting of the Board of Directors,
Mark Global Corporation is entitled to have another representative
attend such meeting in a non-voting observer capacity.  In
addition, so long as Mark Global Corporation, together with its
affiliates, has beneficial ownership of greater than 10% of the
Company's common stock, the Shareholders agreed to cause Mark
Global Corporation's director nominee to be a member of any
compensation committee, nominating committee and audit committee
that the Board of Directors may establish, in each case to the
extent those directors are permitted to serve on such committees
under applicable Securities and Exchange Commission rules.

Additionally, the Company agreed to obtain customary director and
officer indemnity insurance and the Shareholders agreed to cause
the Company's bylaws to be amended, in a manner acceptable to Mark
Global Corporation, to provide mandatory indemnification and
advancement of expenses for directors of the Company.

Upon demand by any of the Holders, the Company agreed to register
from time to time with the Securities and Exchange Commission for
resale (i) all shares of common stock of the Company from time to
time owned by Mark Global Corporation, Kenges Rakishev or any
other person or entity controlled by Kenges Rakishev, and (ii) all
shares of common stock of the Company from time to time owned by
TGR Capital, LLC, Mike Zoi or any other person or entity
controlled by Mike Zoi.  The Company also granted the Holders
piggyback registration rights with respect to all of those shares.
The Company agreed to bear substantially all expenses incidental
to the registration rights granted pursuant to the Shareholder
Rights Agreement.

The Shareholder Rights Agreement is not effective until 12:01 a.m.
(New York time) on the first business day immediately following
the date on which Mark Global Corporation, together with its
affiliates, has beneficial ownership of greater than 10% of the
Company's common stock.

A full-text copy of the Shareholder Rights Agreement is available
for free at http://is.gd/bgrTMe

A full-text copy of the Subscription Agreement is available for
free at http://is.gd/X68LzC

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

The Company reported a net loss of $3.1 million for the nine-month
period ended Dec. 31, 2010.  The Company had a net loss of $6.6
million for the twelve months ended March 31, 2010.

The Company also reported a net loss of $23.53 million on $143,988
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $2.62 million on $0 of net revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.95 million in total assets, $5.69 million in total liabilities,
and a $3.73 million total stockholders' deficit.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses and has an accumulated deficit
and stockholders' deficiency at Dec. 31, 2010.


NISOURCE INC: Moody's Assigns '(P)Ba2' Domestic Currency Rating
---------------------------------------------------------------
Moody's Investors Service's current ratings on NiSource Inc. and
its affiliates are:

Pref. Shelf domestic currency rating of (P)Ba2
Preferred shelf -- PS2 domestic currency rating of (P)Ba2

Bay State Gas Company

Senior Unsecured domestic currency rating of Baa2
Senior Unsecured MTN domestic currency rating of (P)Baa2

NiSource Capital Markets, Inc.

BACKED Senior Unsecured domestic currency rating of Baa3
BACKED Senior Unsecured MTN domestic currency rating of (P)Baa3
BACKED Senior Unsec. Shelf domestic currency rating of (P)Baa3

Northern Indiana Public Service Company

Senior Unsecured domestic currency rating of Baa2
Senior Unsecured MTN domestic currency rating of (P)Baa2
LT Issuer Rating rating of Baa2
BACKED Senior Secured domestic currency rating of Baa2
BACKED Senior Unsecured domestic currency rating of Baa2
BACKED LT IRB/PC domestic currency rating of Baa2
BACKED Other Short Term domestic currency rating of VMIG 2
Underlying Senior Unsecured domestic currency rating of Baa2

NiSource Finance Corporation

Senior Unsecured domestic currency rating of Baa3
LT Issuer Rating rating of Baa3
Commercial Paper domestic currency rating of P-3
BACKED Senior Unsecured domestic currency rating of Baa3
BACKED Senior Unsec. Shelf domestic currency rating of (P)Baa3

Ratings Ratioanle

NiSource's Baa3 ratings reflect modest but repeatable credit
metrics which derive from its diverse portfolio of regulated
subsidiaries. Being virtually all regulated, the company can
support more leverage than similarly rated diversified utilities
that are exposed to riskier commodity-price and market-sensitive
businesses. Nevertheless, the company is regaining its financial
health after spending much of the last decade in maintenance mode
due to balance sheet constraints and operational issues. After a
round of rate cases in all its jurisdictions and addressing a
number of its legacy items, NiSource's financial position has
stabilized, and the company is gradually putting more of its
capital in growth investments. The rating takes into consideration
the management's stated commitment to its current investment-grade
rating.

Rating Outlook

NiSource's stable outlook is based on its current financial plan,
which should sustain modest but stable metrics, including Moody's
adjusted cash flow pre-working capital-to-debt in the low to mid
teens.

What Could Change the Rating - Up

If NiSource reduces debt and sustains stronger metrics, including
cash flow pre-working capital-to-debt in the mid to upper teens.

What Could Change the Rating - Down

If NiSource fails to achieve top-line revenue growth it expects
from its regulatory initiatives and investments or adopts a more
aggressive corporate finance model, causing a sustained decline in
its credit metrics, such as cash flow pre-working capital-to-debt
around 10%.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009. Please see
the Credit Policy page on www.moodys.com for a copy of this
methodology.


NORTEL NETWORKS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Nortel Networks filed with the U.S. Bankruptcy Court for the
District of Delaware its sixth amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $84,911,532
  B. Personal Property        $5,700,072,932
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $18,589,796
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                    $5,025,334,776
                                 -----------      -----------
        TOTAL                 $5,784,984,464   $5,043,924,572

A full-text copy of the Amended Schedules is available for free at
http://bankrupt.com/misc/NORTEL_NETWORKS_amendedsal.pdf

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
Nortel has raised $3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.  In
June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco,
a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.


NORTH AMERICAN ENERGY: Moody's Cuts CFR to B3; Sr. Notes Now Caa1
-----------------------------------------------------------------
Moody's Investors Service downgraded North American Energy
Partners Inc.'s (NAEP) Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) to B3 from B2 and its senior
unsecured notes rating to Caa1 from B3. The ratings were placed
under review for further downgrade. A Speculative Grade Liquidity
Rating of SGL-4 was assigned.

"The downgrade of NAEP's CFR to B3 reflects its weak liquidity,
demonstrated weaknesses in its customer contracts that continue to
negatively impact its earnings and cash flow, and continuing high
leverage," said Terry Marshall, Moody's Senior Vice President.
"The company is also faced with an oil sands services market in
which its customers have become more financially disciplined,
resulting in project start-up delays, short notice deferrals and
overall reduced predictability, all of which have driven down
margins."

Downgrades:

Issuer: North American Energy Partners, Inc.

Probability of Default Rating, Downgraded to B3 from B2
Corporate Family Rating, Downgraded to B3 from B2
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 from
  B3

Upgrades:

Issuer: North American Energy Partners, Inc.

Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4, 64%
from LGD5, 70%

Assignments:

Issuer: North American Energy Partners, Inc.

  Speculative Grade Liquidity Rating, Assigned SGL-4

Outlook Actions:

Issuer: North American Energy Partners, Inc.

Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

The review will focus on NAEP's ability to i) improve its
liquidity, including renegotiation of covenants as necessary, and
meet its cash obligations, ii) improve its operating earnings and
cash flow given the weaknesses in its customer contracts, and iii)
operate with consistency in the oil sands services market.

The SGL-4 Speculative Grade Liquidity rating reflects weak
liquidity. We expect that NAEP will have negative free cash flow
of about C$35 million in fiscal year 2012 and must rely on
external sources of cash to fund the deficit. As of December 31,
2011 the company had approximately C$45 million available, after
letters of credit, under its C$105 million revolving credit
facility due April 2013. The amount of the credit facility reduces
to C$85 million as of March 31, 2012. Given the company's poor
performance in early January 2012 due to underperformance on
contracts and warm weather, problems which are anticipated to
continue in March 2012, Moody's believes that availability under
the revolver will be virtually nil at March 31, 2012, absent
receipt of a cash settlement from Canadian Natural Resources
Limited (Baa1 stable) under the memorandum of understanding the
two companies executed in early January 2012.  Moody's expects
NAEP to breach compliance under its senior leverage ratio (maximum
2.0x) and interest coverage ratio (minimum 2.5x) as of its March
31, 2012 fiscal year absent renegotiation of these covenants.
Alternate liquidity is limited.

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

Based in Calgary, Alberta, North American Energy Partners Inc. is
a provider of mining, construction, piling, and pipeline services
with a principal focus on the oil sands industry in Western
Canada.


NORTHEAST UTILITIES: Moody's Assigns Ba1 Domestic Currency Rating
-----------------------------------------------------------------
Moody's Investors Service's current ratings on Northeast Utilities
and its affiliates are:

Senior Unsecured domestic currency rating of Baa2
LT Issuer Rating rating of Baa2
Senior Unsec. Shelf domestic currency rating of (P)Baa2
Pref. Shelf domestic currency rating of (P)Ba1

Connecticut Light and Power Company

First Mortgage Bonds domestic currency rating of A2
LT Issuer Rating rating of Baa1
Pref. Stock rating of Baa3
Pref. Stock domestic currency rating of Baa3
Senior Secured Shelf domestic currency rating of (P)A2
Backed First Mortgage Bonds domestic currency rating of A2
Underlying First Mortgage Bonds domestic currency rating of A2

Yankee Gas Services Company

LT Issuer Rating domestic currency rating of Baa2
Public Service Company of New Hampshire
First Mortgage Bonds domestic currency rating of A3
LT Issuer Rating rating of Baa2
Senior Secured Shelf domestic currency rating of (P)A3
Western Massachusetts Electric Company
Senior Unsecured domestic currency rating of Baa2
LT Issuer Rating rating of Baa2
Senior Unsec. Shelf domestic currency rating of (P)Baa2

Ratings Rationale

NU's Baa2 senior unsecured rating is based on the predominantly
regulated nature of the group's operations following the 2006
divestiture of several non-regulated competitive businesses. The
rating is further underpinned by some geographic and operational
diversification, and reflects our mixed views about the utilities'
multi-jurisdictional regulatory frameworks albeit we consider them
overall credit supportive. The rating further assumes that the
merger between NU and NSTAR despite the delay to 2012 will be
approved and implemented in a credit supportive way. Should the
merger not be approved or be subject to onerous conditions,
maintaining the current ratings will materially depend upon the
corporate finance decisions that NU's management makes on funding
the group's planned investments, particularly in terms of any
material reliance on new indebtedness. To that end, the rating
captures an expectation that NU will report credit metrics over
the medium-term in line within its current rating category.
Nevertheless, the rating factors the structural subordination that
exists for parent level debt holders relative to the existing debt
outstanding at the utility subsidiaries.

Rating Outlook

The stable outlook incorporates the assumption that the electric
subsidiaries will recover the 2011 storm restoration costs over a
reasonable timeframe, and that the NSTAR merger will be completed
and implemented under credit supportive terms. Should the merger
not be approved, the rating assumes NU management with utilize
prudent financing strategies to fund the restoration costs,
increased operating costs as well as the group's material capex
program. The stable outlook is largely predicated on our
expectation that NU and its subsidiaries will report over the
medium-term key credit metrics that are commensurate with their
current rating category; specifically, a consolidated CFO pre-W/C
to debt and CFO pre-W/C interest coverage of at least 17% and
3.5x, respectively. NU's stable outlook incorporates the
structural subordination that exists for parent-level debt holders
relative to the existing debt outstanding at its utility
subsidiaries.

What Could Change the Rating - Up

In light of the anticipated substantial deterioration of NU's and
the utilities' credit metrics in the aftermath of the 2011 severe
storms, the prospects for a rating upgrade in the near-term are
limited. Over the medium-term, Moody's could consider NU's ratings
for an upgrade following an upgrade of its subsidiaries' ratings,
especially its largest subsidiary, CL&P. Over the medium to long-
term, NU's ratings could be considered for an upgrade if there
were an improvement in the company's consolidated financial and
operating profile following the merger. For example, if NU is able
to achieve consolidated CFO pre-W/C to debt and interest coverage
well above 18% and closer to 4.5x, respectively, for a sustained
period of time.

What Could Change the Rating - Down

NU's rating is likely to be downgraded following a downgrade of
its subsidiaries' ratings given the structural subordination
embedded in its ratings. If the pending merger with NSTAR is not
approved, the ratings of NU and its subsidiaries are likely to
experience negative rating pressure unless management decides to
rely less than we currently anticipate on new indebtedness to fund
the group's growth programs, such that the metrics of NU and the
subsidiaries remain commensurate with their respective rating
categories. Specifically, a downgrade could be triggered if NU
reports consolidated CFO pre-W/C to debt and interest coverage
below 17% and 3.5x, respectively, for an extended period.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


NUVILEX INC: Dismisses M&K as Auditors, Hires Robison Hill
----------------------------------------------------------
Nuvilex, Inc.'s Board of Directors dismissed the present
independent auditors M & K CPAS, PLLC, as the Company prepares to
complete the acquisition of the assets of SG Austria, and wish to
concurrently thank M & K CPAS, PLLC, for their attention to detail
and regulations, having aided Nuvilex substantially in moving the
company forward over the past year.  The dismissal of M & K CPAS,
PLLC, as the Company's independent accountants was a result of a
competitive bidding process involving several accounting firms and
was approved by the Company's Board of Directors.

The reports of M & K CPAS, PLLC, on the Company's financial
statements for the fiscal years ended April 30, 2011, and 2010,
did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or
accounting principles, except that it included an emphasis
paragraph on the substantial doubt about the Company's ability to
continue as a going concern as of a result of the Company having
suffered recurring losses from operations.  In connection with the
audits of the Company's financial statements for the fiscal years
ended April 30, 2011, and 2010 and from April 30, 2011, and the
subsequent interim period through Feb. 9, 2012:

   (1) there were no disagreements with M & K CPAS, PLLC, on any
       matter of accounting principles or practices, financial
       statement disclosure or auditing scope and procedure which,
       if not resolved to the satisfaction of M & K CPAS, PLLC,
       would have caused M & K CPAS, PLLC, to make reference to
       the matter in its report; and

   (2) there were no "reportable events" as that term is defined
       in Item 304 of Regulation S-K promulgated under the
       Securities Exchange Act of 1934.

On Feb. 10, 2012, the Company engaged Robison, Hill & Company as
the Company's independent accountant to audit the Company's
financial statements and to perform reviews of interim financial
statements.  During the fiscal years ended April 30, 2011, and
2010, and from April 30, 2011, and the subsequent interim period
through Feb. 10, 2012, neither the Company nor anyone acting on
its behalf consulted with Robison, Hill & Company regarding (i)
either the application of any accounting principles to a specific
completed or contemplated transaction of the Company, or the type
of audit opinion that might be rendered by Robison, Hill & Company
on the Company's financial statements; or (ii) any matter that was
either the subject of a disagreement with M & K CPAS, PLLC, or a
reportable event with respect to M & K CPAS, PLLC.

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc., Nuvilex, Inc. operates
independently and through wholly-owned subsidiaries.  The Company
is dedicated to bringing to market scientifically derived products
designed to improve the health and well-being of those who use
them.  The Company's current strategy is to focus on developing
and marketing products in the biotechnology arena it believes have
potential for long-term corporate growth.

The Company's balance sheet at Oct. 31, 2011, showed $1.7 million
in total assets, $3.5 million in total liabilities, $580,000 of
preferred stock, and a shareholders' deficit of $2.4 million.

M&K CPAS, PLLC, in Houston, Texas, expressed substantial doubt
about Nuvilex's ability to continue as a going concern, following
the Company's results for the fiscal year ended April 30, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations.


OTERO COUNTY: Court OKs BofA Deal on Cash Use Until Nov. 15
-----------------------------------------------------------
Judge Robert H. Jacobvitz of the U.S. Bankruptcy Court for the
District of New Mexico has approved the extension of a stipulation
between Otero County Hospital Association Inc. and Bank of
America, N.A., providing for the continued use of cash collateral
and approving payment of extension fee.  The cash collateral
extension will terminate on Nov. 15, 2012.

As adequate protection and in addition to the prepetition liens
held by the Bank and the replacement liens granted to the Bank,
the Bank will have additional replacement liens in the Hospital
Campus Real Property Collateral to secure the full amount of the
prepetition obligations; provided however, the replacement liens
will remain junior to the Carve-Out.

Judge Jacobvitz approved the payment of the $225,000 extension fee
to Bank of America as an administrative expense.  The allowed
amount of the Carve-Out will also be increased to the aggregate
amount not to exceed $500,000.

As reported in the Troubled Company Reporter on Feb. 28, 2012,
the Debtor had two principle goals in its negotiations with the
Bank, each of which are satisfied by the extension agreement:

    * First, the Debtor sought a nine month extension of the term.
      The Debtor believes that such an extension will resolve all
      cash collateral issues through the remainder of the case and
      will permit the Debtor to reorganize without the need for
      any further extensions.

    * Second, the Debtor sought additional covenant relief from
      the Bank.  Among other things, for reasons unrelated to the
      Debtor, the State of New Mexico has delayed paying
      approximately $2.3 million in "sole community provider
      payments" to the Debtor, which has strained the Debtor's
      cash position.  In addition, the patient census at the
      Debtor's hospital was unusually low from August to November
      of 2011, which affected the Debtor's revenue.

The new financial covenants set forth in the Extension Agreement
will allow the Debtor to function comfortably for the remainder of
the case.

The Debtor related that the stipulation with BofA expired on
Feb. 16.

The extension agreement contains these material terms, among other
things:

   -- The term of the stipulation will be extended to the earliest
      to occur of (i) Nov. 15, 2012, or (ii) the occurrence of a
      Termination Event.

   -- The cash on hand covenant set forth in the stipulation is
      reduced from 75 days cash on hand in the stipulation to 55
      days of cash on hand.  In short, the Debtor must maintain at
      least 55 days cash on hand on the last day of each fiscal
      quarter in order to prevent a default under the terms of the
      Reimbursement Agreement with BofA.

   -- The Bank will be entitled to retain a financial advisor of
      its choice at the expense of the Debtor to conduct financial
      and other analysis of the Debtor and its operations.

   -- The Debtor will pay to the Bank an Extension fee in the
      amount of $225,000, which will be fully earned on the date
      the Court enters an Order approving the motion.  Of that
      amount, $75,000 will be payable on the Effective Date, an
      additional $75,000 will be payable on May 16, 2012, and the
      final $75,000 will be payable on Aug. 16, 2012.

In exchange for these accommodations, the Debtor has agreed to
provide the Bank with additional adequate protection.

   1. The Debtor will grant the Bank an additional replacement
      lien in the real estate and improvements located on the
      Debtor's main medical campus that were to not part of the
      Bank's prepetition collateral.  The additional replacement
      lien will secure all of the Debtor's obligations to the
      Bank, including any prepetition obligations.

      The stipulation provides the Bank with a lien on the real
      estate to secure any diminution in the value of the Bank's
      prepetition collateral.  The Extension Agreement expands the
      lien to secure the prepetition obligations themselves.

   2. The Debtor will agree to pay the reasonable cost of a
      financial advisor for the Bank.

   3. The Debtor will provide additional financial reporting to
      the Bank.

   4. The Debtor will pay for an appraisal of the Bank's
      collateral, and, finally, the Debtor will pay an extension
      fee of $225,000.

The terms of the stipulation is available for free at
http://bankrupt.com/misc/OTEROCOUNTY_CC_stipulation_ext.pdf

                    About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  Otero County Hospital Association also does
business as Mountain View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Gardere Wynne Sewell LLP serves as the
Committee's counsel.  The Committee tapped James Morell of JCM
Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.


OTTER TAIL: Moody's Gives Ba1 Sr. Unsec. Domestic Currency Rating
-----------------------------------------------------------------
Moody's Investors Service's current ratings on Otter Tail
Corporation are:

Senior Unsecured domestic currency rating of Ba1
Senior Unsec. Shelf domestic currency rating of (P)Ba1
BACKED Senior Unsecured domestic currency rating of Baa3

Ratings Rationale

Based on factors in Moody's August 2009 Rating Methodology for
Regulated Electric and Gas Utilities (the Methodology), OTC's Baa3
senior unsecured (guaranteed) rating is driven by OTP's supportive
regulatory environments and its stable regulated cash flow and the
significantly greater business risk profile for OTC's non-
regulated operations, which represent about 40% of consolidated
assets but generated minimal cash flow in 2010. Credit metrics are
appropriate for the rating given the level of non-regulated
operations. The Baa3 rating also considers the upstream guarantees
provided by the majority of OTC's non-electric subsidiaries and
the structurally subordinate position of the senior unsecured
(guaranteed) debt at OTC relative to the unsecured debt held at
OTP.

Rating Outlook

OTC's stable outlook assumes continued credit supportive cash
flows generated by OTP and its constructive regulatory
environments but also reflects OTC's volatile unregulated
operations which are expected to be self-funding for their planned
capital expenditures.

What Could Change the Rating - Up

OTC's ratings could be upgraded if there is a material reduction
of OTC's unregulated operations accompanied by a corresponding
reduction of debt leading to a reduced level of business risk
within the OTC consolidated entity.

What Could Change the Rating - Down

OTC's rating could be downgraded if OTP's rating is downgraded,
which could occur due to weakening credit metrics or regulatory
rulings affecting the timely recovery of planned capital
expenditures. OTC could also be downgraded if the non-regulated
operating results decline significantly, if OTC increases its
investments in unregulated businesses or if consolidated metrics
decline below current levels, including cash flow to debt below
20% on a sustained basis.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.


PAWTUCKET ASPHALT: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Pawtucket Asphalt Corp. has filed for Chapter 11 protection in the
U.S. Bankruptcy Court in Providence, Rhode Island, in an attempt
to remain in business by reorganizing its finances.

Providence Journal reports that Pawtucket Asphalt disclosed assets
of roughly $3 million and debts of roughly $6.4 million.  Among
the entities to which Pawtucket Asphalt owes money are: Bank Rhode
Island, the U.S. Small Business Administration, and the Small
Business Loan Fund Corp. -- an arm of the R.I. Economic
Development Corp.

Pawtucket Asphalt Corp. -- http://pawtucketasphalt.com/-- is
owned by West Warwick resident Jeffrey S. Joaquin.  The Company
operates a hot mix asphalt facility.

Pawtucket Asphalt filed a Chapter 11 petition (Bankr. D. R.I. Case
No. 12-10602) on Feb. 27, 2012.  Andrew S. Richardson, Esq., at
Boyajian Harrington & Richardson, in Providence, Rhode Island,
Serves as counsel.


PEMCO WORLD: Sun Aviation to Fund Ch. 11 Case, Buy Back Business
----------------------------------------------------------------
Pemco World Air Services, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D. Del. Case No. 12-10799) with a $37.8 million
DIP financing and a "stalking horse" bid from an affiliate of its
current owner, Sun Aviation Services, LLC.

Benjamin B. Ward, CFO of Pemco, said in a court filing that the
challenges facing the airline industry following the events of
Sept. 11, 2001, have contributed to a slowdown in aircraft
maintenance, repair, and overhaul (MRO) orders.  Mr. Ward said the
reduced MROs, combined with increased competition, rising material
costs, and the overall impact of the economic downturn have
precipitated the bankruptcy filing by Pemco and two affiliates.

The Debtors currently have 877 employees at leased facilities
located in Tampa, Florida; Dothan, Alabama; and Erlanger,
Kentucky.  About 26% of employees are subject to CBAs and are
represented by the International Association of Machinists and
Aerospace Workers AFL-CIO Local 1632.

The Company said in a press release it is reviewing its options at
its Dothan facility and anticipates a decision will be made
shortly regarding the potential for a prompt closure of the
facility.

Pemco estimated $50 million to $100 million in assets and debts as
of the Chapter 11 filing.  An affiliate of Sun Aviation, Avion
Services Holdings, LLC, holds $31.8 million in aggregate senior
secured debt.  Sun Aviation is also the holder of subordinated
secured notes, of which $5.6 million remains outstanding, and $12
million in unsecured notes.  Sun also owns 85.08% of the stock of
the Debtors.

A wholly owned Canadian subsidiary, Pemco World Air Services
(Canada) Inc., is not involved in the Chapter 11 cases or in any
analogous proceeding.

The Debtors say that most effective way to maximize the value of
the Debtors' estate is to seek bankruptcy protection in order to
(i) sell their viable aircraft maintenance and conversion business
in an auction conducted under the supervision of the Bankruptcy
Court; and (ii) complete a prompt and orderly liquidation of the
remaining U.S.-based assets.

The Debtors say that Avion Services will be the "stalking horse"
bidder for substantially all of the Debtors' assets.  The Debtors
have not yet filed bidding procedures.

The Company said it is commencing a marketing process to determine
if there are other interested parties.

Avion will also fund the Chapter 11 effort.  Avion will provide a
$5 million revolving credit on an interim basis.  Upon final
approval of the loan, the revolving credit will be hiked to
$6 million and the Debtors will be granted access to a
$31.8 million term credit facility.  Each revolving loan will bear
interest at 7% per annum and the term loan will bear annual
interest at LIBOR plus 13.5%.

The DIP facility will mature June 25, 2012, or earlier if the
Debtors fail to:

   * obtain approval of the bid procedures within 25 days after
     the Petition Date;

* conduct an auction regarding the sale of substantially all
  assets within 75 days after the Petition Date; and

* obtain a sale order 90 days after the Petition Date; or

   * fail to close the sale within 14 days after a winning bidder
     is chosen.

Aside from a request for approval of the DIP financing and
standard "first day" motions, the Debtors have also filed
proposals to pay (i) prepetition claims aggregating $3.5 million
of critical vendors, and (ii) claims aggregating $2 million of
certain foreign vendors.  A hearing on the first day motions was
scheduled for March 6.

Pemco anticipates emerging from bankruptcy within the next 90
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.

According to the resolution authorizing the bankruptcy filing,
Young Conaway Stargatt & Taylor, LLP has been tapped as general
bankruptcy counsel; Kirkland & Ellis LLP as special counsel for
tax and employee benefits issues; AlixPartners, LLP as financial
advisor; Bayshore Partners, LLC as investment banker; and Epiq
Bankruptcy Solutions LLC as notice and claims agent.

Avion Services is represented by:

         Wendy Walker, Esq.
         Patricia Brennan, Esq.
         MORGAN, LEWIS & BOCKIUS LLP
         101 Park Avenue
         New York, NY 10178-0060
         Tel: (212) 309-6001
         E-mail:  wwalker@morganlewis.com

               - and -

         Bradford J. Sandler, Esq.
         PACHULSKI, STANG, ZIEHL AND JONES
         919 North Market Street, 17th Floor
         Wilmington, DE 19801
         E-mail: bsandler@pszjlaw.com


PENINSULA HOSPITAL: U.S. Trustee Wants Chapter 11 Trustee
---------------------------------------------------------
Crain's New York Business reports that the U.S. Trustee's office
filed on Feb. 24, 2012, a motion to appoint a Chapter 11 trustee
to oversee the case of Peninsula Hospital Center.

According to the report, the U.S. Trustee's motion came after the
state Department of Health shut down Peninsula's lab.  The state's
action, the trustee argued, proved Peninsula was being mismanaged
under CEO Todd Miller.

The report relates that Peninsula Hospital executives were warned
in late December of deficiencies in the hospital's laboratory so
serious that the state Department of Health had grounds to shut
the lab down.  Peninsula commissioned an outside consultant to
analyze its lab at the end of 2011, and the result was a
blistering December 26 report.  The report says, despite the call
to action, the new management team at Peninsula Hospital did not
show a sense of urgency in late December and January in correcting
the deficiencies.

The report relates the U.S. Trustee said Mr. Miller took charge of
the hospital in September after its board of directors accepted a
financing package from an affiliate of Revival Home Health Care.
Mr. Miller is the former chief operating officer of Revival.  His
previous ties to the entity now financing Peninsula is a situation
that raised concerns of conflicts of interest between Peninsula
and Revival, the U.S. Trustee argues.

The report notes that the U.S. Trustee's office has asked the
bankruptcy court judge, twice, to appoint a Chapter 11 trustee to
take over Peninsula's operations, displacing Mr. Miller.

According to the report, citing court documents, Peninsula's
representatives said the hospital had selected an outside
management group, Analytical Diagnostic Labs, to take over the
lab's operation after Peninsula received the December report.
That company's team of managers arrived on site in early February.

According to the report, Peninsula's legal team has argued that
appointing a Chapter 11 trustee "would serve no legitimate
purpose."  They added that the appointment would put Peninsula "at
serious risk of being in default under their post-petition
financing agreement, which if called, could mean, in practical
terms, the end of the debtors' ability to operate."

The report adds the hospital's unsecured creditors also argued
against the unusual appointment of an overseer, who would have
broad power to run Peninsula and its nursing home.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody serves as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., has been appointed by the Court as
examiner in the Debtors' cases.  He is tasked to conduct an
investigation of the Debtors' relationship and transactions with
Revival Home Health Care, Revival Acquisitions Group LLC, Revival
Funding Co. LLC, and any affiliates.  Certilman Balin, & Hyman,
LLP, which counts Mr. McCord as one of the firm's members, serves
as counsel for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PIEDMONT CENTER: Chapter 11 Trustee Hires Nelson as Accountant
--------------------------------------------------------------
Judge J. Rich Leonard has authorized John A. Northern, the Chapter
11 trustee for Piedmont Center Investments, LLC, to employ Lehman
Pollard of Nelson & Company, PA, as accountant.

Lehman Pollard will prepare and file all necessary tax returns for
the estate, review financial records, and to perform other
services as may be requested by the Trustee.  Mr. Pollard is a
duly licensed C.P.A. with experience in these matters.

Mr. Pollard submits that Nelson & Company, PA is disinterested as
that term is defined in 11 U.S.C. Section 101(14).

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$27.2 million in assets and $15.5 million in liabilities.

The Debtor's two primary secured creditors are Business Partners,
LLC, and KeySource Commercial Bank.  Counsel for KeySource are
James B. Angell, Esq., and Nicolas C. Brown, Esq., at Howard,
Stallings, From & Hutson, P.A.

The Honorable J. Rich Leonard appointed John A. Northen, Esq. as
Chapter 11 trustee in September 2011.

The Bankruptcy Administrator sought a Chapter 11 trustee, citing
that in August 2011, federal grand jury in the Eastern District of
North Carolina indicted Piedmont's Roger van Santvoord Camp on
fifteen felony counts related to bank fraud, false statements, and
identity theft.


PIEDMONT CENTER: Can Use KeySource Cash Collateral Until Apr. 30
----------------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized, on an interim
basis, Piedmont Center Investments, LLC, to use cash collateral
which KeySource and Business Partners assert first priority
security interests and liens.

John A. Northen, Chapter 11 trustee for the Debtor, would use the
cash collateral to pay operating expenses until Apr. 30, 2012,
provided however, expenses must not to exceed 110% on a line-item
cumulative basis, pending further orders of the Court after notice
and hearing.

A further hearing regarding on the continued use of cash
collateral will be held on April 24, 2012, at 10:00 a.m.

As reported in the Troubled Company Reporter on Oct. 27, 2011,
KeySource asserts and appears to have a perfected security
interest in the properties known as 101-105 South 5th Street,
Mebane, North Carolina and the Debtor's rental income generated
therefrom.

Business Partners asserts and appears to have a perfected security
interest in these properties and the Debtor's rental income:

   -- 303 Burke Street, Gibsonville, North Carolina;

   -- 412 S. Main Street, Graham, North Carolina

   -- 835 W. Main Street, Murfreesboro, North Carolina;

   -- E. Washington and Park Avenue, Nashville, North Carolina;

   -- 300 Block East Street (US Highway 64);

   -- Pittsboro, North Carolina, 816 N. Madison Boulevard,
      Roxboro, North Carolina

Business Partners' security interest extends to the identifiable
rents and other receipts derived from the Business Partners
Properties and on hand as of the Petition Date and the rents and
other receipts derived from the Business Partners.

As of the Petition Date, there appear to be lien claims filed
against the Mebane Property by contractors or subcontractors who
supplied materials or labor for the purpose of constructing the
improvements located on and thus an affixed part of the Mebane
Property.  The inchoate lien rights of the Lien Claimants are
unliquidated, of unknown and uncertain priority, and junior to the
lien of KeySource.  There do not appear to be any additional lien
claims filed against the Business Partners Properties.

A full-text copy of the approved budget is available for free at
http://bankrupt.com/misc/PIEDMONTCENTER_CC_order_budget.pdf

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$27.2 million in assets and $15.5 million in liabilities.

The Debtor's two primary secured creditors are Business Partners,
LLC, and KeySource Commercial Bank.  Counsel for KeySource are
James B. Angell, Esq., and Nicolas C. Brown, Esq., at Howard,
Stallings, From & Hutson, P.A.

The Honorable J. Rich Leonard appointed John A. Northen, Esq. as
Chapter 11 trustee in September 2011.

The Bankruptcy Administrator sought a Chapter 11 trustee, citing
that in August 2011, federal grand jury in the Eastern District of
North Carolina indicted Piedmont's Roger van Santvoord Camp on
fifteen felony counts related to bank fraud, false statements, and
identity theft.


PIEDMONT CENTER: KeySource Wins Lift Stay for Mebane Property
-------------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has ordered that the automatic
stay will be immediately lifted with respect to a commercial real
property located at 101-105 South 5th Street, in Mebane, North
Carolina, and the rent generated from the Property.

In addition, KeySource will be entitled to pursue all rights and
remedies under its loan documents and applicable non-bankruptcy
law with respect to the Property and the rents generated.

As reported in the Troubled Company Reporter on Dec. 28, 2011,
KeySource Commercial Bank, sought a (i) relief from the
automatic stay in Piedmont Center Investments, LLC's assets, and
(ii) terminate the Chapter 11 Trustee's use of cash collateral.

The Debtor is obligated to KeySource in the original principal
amount of $3,800,000.  The note is secured by a deed of trust and
assignment of rents on commercial property located at 101-105
South 5th Street, Mebane, North Carolina.  As of the petition
Date, the Debtor owed KeySource the total amount of $4,101,586.

KeySource sought relief from the automatic stay to allow KeySource
to pursue all rights and remedies available to it under its loan
documents and applicable nonbankruptcy law, including but not
limited to foreclosure or appointment of a receiver.

KeySource asserts that interests of KeySource in the property and
the rents generated thereon are not adequately protected.
KeySource also stated that the relief is appropriate because the
Debtor lacks equity in the property and the property is not
necessary for an effective reorganization.

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$27.2 million in assets and $15.5 million in liabilities.

The Debtor's two primary secured creditors are Business Partners,
LLC, and KeySource Commercial Bank.  Counsel for KeySource are
James B. Angell, Esq., and Nicolas C. Brown, Esq., at Howard,
Stallings, From & Hutson, P.A.

The Honorable J. Rich Leonard appointed John A. Northen, Esq. as
Chapter 11 trustee in September 2011.

The Bankruptcy Administrator sought a Chapter 11 trustee, citing
that in August 2011, federal grand jury in the Eastern District of
North Carolina indicted Piedmont's Roger van Santvoord Camp on
fifteen felony counts related to bank fraud, false statements, and
identity theft.


PINNACLE AIRLINES: Postpones Annual Meeting Indefinitely
--------------------------------------------------------
The annual Meeting of Shareholders of Pinnacle Airlines Corp. will
not convene at its usual time in mid-May.  The Company has not yet
set the date to which the meeting will be postponed.  The Company
will endeavor to provide reasonable notice in advance of the date
when that meeting is to be scheduled.

                   About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

The Company reported $8.81 million on $938.05 million of total
operating revenue for the nine months ended Sept. 30, 2011,
compared with net income of $17.02 million on $729.13 million of
total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

The Company warned in a letter to employees in February that it
may be forced to file for Chapter 11 absent a deal with United
Airlines.

"We still have work to do to reduce our costs and we still have
work to do to make our partner agreements profitable.  Unless we
have long-term agreements in place, the best way for us to improve
our financial performance and ensure a viable future for our
company may still be the court-supervised Chapter 11 process,"
said Sean Menke, president and chief executive officer of the
Company, in the February 2012 letter.


PINNACLE AIRLINES: Financial Chief Christie Joins Spirit Airlines
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Pinnacle Airlines
Corp. is looking for new chief financial officer as Edward "Ted"
Christie will leave the company March 30 to become Spirit Airlines
Inc.'s chief financial officer.

                   About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

The Company reported $8.81 million on $938.05 million of total
operating revenue for the nine months ended Sept. 30, 2011,
compared with net income of $17.02 million on $729.13 million of
total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

The Company warned in a letter to employees in February that it
may be forced to file for Chapter 11 absent a deal with United
Airlines.

"We still have work to do to reduce our costs and we still have
work to do to make our partner agreements profitable.  Unless we
have long-term agreements in place, the best way for us to improve
our financial performance and ensure a viable future for our
company may still be the court-supervised Chapter 11 process,"
said Sean Menke, president and chief executive officer of the
Company, in the February 2012 letter.


PINNACLE ENTERTAINMENT: Moody's Rates $250MM New Notes at 'B3'
--------------------------------------------------------------
Moody's Investors Service raised Pinnacle Entertainment Inc.'s
Corporate Family ("CFR") and Probability of Default ("PDR")
ratings to B1 from B2. In conjunction with the CFR and PDR
upgrade, Moody's affirmed Pinnacle's B1 senior unsecured note
rating, and raised the company's existing subordinated note rating
to B3 from Caa1.

At the same time, Moody's assigned a B3 to Pinnacle's proposed
$250 million senior subordinated notes due 2012, and a Ba1 to the
company's existing $410 million senior secured revolver expiring
2016 and proposed $250 million term loan due 2019. Proceeds from
the proposed term loan and senior subordinated note offerings will
be used to repay in full the company's $380 million 7.5% senior
subordinated notes due 2015 and add approximately $45 million of
cash to its balance sheet.

Ratings upgraded:

- CFR to B1 from B2
- PDR to B1 from B2
- $350 million 8.750% sr. sub. notes due 2020 to B3 (LGD 5, 85%)
    from Caa1 (LGD 5, 79%)

Rating affirmed and LGD assessment revised:

- $445 million 8.625% sr. unsec. notes due 2017 at B1 (to LGD 4,
    51% from LGD 3, 35%)

New ratings assigned:

- $250 million sr. sub. notes due 2022 at B3 (LGD 5, 85%)
- $250 million term loan B due 2019 at Ba1 (LGD 2, 14%)
- $410 million revolver expiring 2016 at Ba1 (LGD 2, 14%)
- $1.5 billion senior secured, unsecured, subordinated and
   preferred debt shelf at (P) Ba1,(P) B1, (P) B3, and (P) B3,
   respectively

Ratings Rationale

The upgrade of Pinnacle's CFR to B1 from B2 reflects a higher
degree of comfort on Moody's part that the company can achieve and
maintain debt/EBITDA at/or below 5.0 times over the longer-term.
Moody's view is based on Pinnacle's strong fourth quarter
performance, both in terms of revenue and EBITDA, along with
Moody's view that regional gaming trends will remain stable over
the foreseeable future. Pro forma for the proposed offering,
debt/EBITDA is about 5.3 times, but expected to drop below 5.0
times by the end of fiscal 2012, partly due to the expected
incremental earnings contribution from the planned September
opening of Baton Rouge. Moody's expects that Pinnacle's Baton
Rouge project will capture a significant share of the Baton Rouge,
LA gaming market when the casino opens in September 2012. This
should offset potential losses to its L'Auberge casino in Lake
Charles, LA if and when Mojito Pointe, a potential competing
facility in Lake Charles, opens.

The Ba1 assigned to Pinnacle's secured credit facility reflects
the considerable credit support provided to it by less senior
debt. Conversely, the B3 rating on Pinnacle's senior subordinated
notes considers the significant amount of senior secured and
senior unsecured debt ahead of it.

The stable rating outlook reflects Moody's view that Pinnacle has
the credit profile and liquidity to pursue planned new
developments and that it can maintain the margin and operating
cash flow improvements achieved during the past year. The stable
rating outlook also considers that despite Moody's opinion that
the regional gaming trends have stabilized, there is still some
uncertainty regarding regional gaming growth prospects.

Further ratings improvement is possible if Pinnacle can
demonstrate some resilience to the new supply threat, and/or
achieve initial ramp-up results at Baton Rouge that suggest the
property will be able to achieve an annual EBITDA-based rate of
return greater than 15%. A higher rating would also likely require
that Pinnacle achieve and maintain debt/EBITDA at or below 4.0
times. Ratings could be lowered if it appears that Pinnacle -- for
any reason -- is unable to maintain debt/EBITDA below 5.5 times.
Given that a significant portion of Pinnacle's revenue and
earnings come from its Lake Charles, LA casino, any formal
approval of gaming in neighboring Texas could also have a negative
ratings impact.

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

Pinnacle Entertainment Inc. owns and operates casinos, located in
Louisiana, Missouri, Indiana and a racetrack in Ohio. The company
is also developing L'Auberge Casino & Hotel Baton Rouge, which is
scheduled to open in the summer of 2012. In August 2011, Pinnacle
acquired a 26% ownership stake in Asian Coast Development (Canada)
Ltd., an international development and real estate company
currently developing a resort in Vietnam. The company generates
about $1.1 billion of consolidated net revenue.


PINNACLE ENTERTAINMENT: Fitch Rates Proposed $250MM Loan at 'B-'
----------------------------------------------------------------
Fitch rates Pinnacle Entertainment Inc's (Pinnacle) proposed $250
million senior secured term loan 'BB/RR1' and $250 million in
senior subordinated unsecured notes due 2022 'B-/RR5'.  In
addition, Pinnacle's senior unsecured notes are downgraded to 'BB-
/RR2' from 'BB/RR1'.  Other security specific ratings are affirmed
(see list at the end of the release). Pinnacle's Issuer Default
Rating (IDR) is affirmed at 'B'.  The Rating Outlook is Positive.

The proceeds from the two transactions will refinance $385 million
of the 7.5% subordinated notes coming due in 2015.  The remaining
balance will be used to term out the amount outstanding on the
company's revolver ($56 million as of Dec. 31, 2011), fund project
capital expenditures and fund issuance costs.  Fitch views these
transactions as leverage neutral, since the incremental debt would
have otherwise been drawn on the revolver to fund Baton Rouge
construction.

The term loan is borrowed under Pinnacle's existing credit
agreement and is pari passu with the revolver.  The term loan will
mature in 2019 and will amortize at 1% per year.  Maturity could
be accelerated to May 2017 if 8.625% senior unsecured notes remain
outstanding on May 1, 2017 (mature August 2017).  The credit
agreement, as amended in August 2011, has tight restricted payment
covenants and includes a 50% cash flow sweep provision, which
mandates that the term loans are prepaid first.  Per the
agreement, Pinnacle may issue up to $1.5 billion in senior
unsecured debt as long as leverage remains less than 6 times (x).

The new subordinated note's indenture is similar to that of the
8.75% subordinated notes issued in May 2010 and provides for
limited bondholder protection.

Transactions viewed favorably:

Fitch views the proposed transactions positively, since they
improve Pinnacle's already healthy maturity profile and provide
additional flexibility with respect to Pinnacle's considerable
project pipeline.  The next maturity will be in 2017, when the
$450 million outstanding in senior unsecured notes come due.

Project pipeline includes $212.5 million that remains to be spent
at Baton Rouge (as of Dec. 31, 2011), the $82 million River City
expansion planned for a 2013 opening, and the potential
installation of slots at River Downs.  The development of River
Downs is awaiting a resolution of a legal matter and is expected
to cost at least $150 million (excluding $50 million license fee)
per the minimum investment provision in the Ohio law.

Senior unsecured downgrade:

The downgrade of the senior unsecured notes to 'BB-/RR2' is
consistent with Fitch's recovery criteria, which limits notching
for senior unsecured debt from the IDR at +2.

The addition of $250 million in senior secured debt weakens the
recovery prospects for the senior unsecured notes.  Fitch still
considers the senior unsecured notes to be fully covered in an
event of default.

The proposed transactions do not affect the recovery ratings on
the subordinated notes or the senior secured credit facility.

Resolution to the Positive Outlook:

The Positive Outlook reflects Pinnacle's strong operating
performance, particularly in the Lake Charles and St. Louis
markets; the near-term horizon for the L'Auberge Baton Rouge
project opening (summer 2012); and its solid liquidity position.

With the L'Auberge Baton Rouge opening, Pinnacle should have
leading positions in three distinct markets.  Baton Rouge, along
with the continued ramp up at Pinnacle's two St. Louis properties
and market leading position in Lake Charles, offers the credit a
level of diversification and competitive position that is more
commensurate with the higher end of the 'B' category.

The Positive Outlook suggests that there is a good likelihood of
an upgrade to a 'B+' IDR over the next 12-24 months.  However, the
upgrade would be contingent on Pinnacle's financial profile being
able to absorb new competition that is expected to come online
around the 2013-2014 timeframe.

Fitch's base case, which is consistent with an upgrade scenario,
reflects EBITDA approaching $300 million and leverage in the mid-
4x range once the Baton Rouge opening anniversaries in the second
half of 2013 but before competition opens and begins to ramp up.
This scenario does not take into account drawing on the revolver
to fund the installation of slots at River Downs, which may
temporarily push leverage closer to 5x as the project reaches
completion.

Around the 2013-2014 timeframe, there is the potential that
Creative Casinos may open its $400 million Mojito Pointe project
in Lake Charles.  Pinnacle's L'Auberge Lake Charles accounts for
about a third of Pinnacle's property EBITDA pro forma for the
Baton Rouge opening and captures roughly half of the market share
in Lake Charles.  Also around the same timeframe, Rock Ohio
Caesars' Horseshoe Cincinnati will open in second-quarter 2013
(impacts Belterra), and there could be another casino in Bossier
City by 2013 (impacts Bossier City Boomtown).

Fitch expects Pinnacle's leverage to remain below or close to 5.0x
as these projects ramp up, with enough cushion for a 20%-30%
EBITDA decline in Lake Charles; 15%-20% declines at Bossier City
Boomtown and Belterra; and a slow ramp up of L'Auberge Baton
Rouge.

On a latest 12 months (LTM) basis as of Dec. 31, 2011, reported
consolidated adjusted EBITDA was roughly $252 million compared to
$1.3 billion in pro forma debt for a debt/EBITDA leverage ratio of
5.2x.  With interest expense running in the $100 million-$105
million range, pro forma EBITDA/interest coverage is around 2.4x-
2.5x on an LTM basis.  Fitch's base case forecasts this ratio to
remain comfortably above 2x as the new competition ramps up.

Drivers that may place negative pressure on Pinnacle's ratings and
cause Fitch to revise the Outlook back to Stable include:

  -- Pinnacle undertaking a significant development outside of
     River City phase II or outfitting River Downs for video
     lottery terminals (VLTs);
  -- Texas legalizing gaming in its 2013 legislative session,
     which would place pressure on Pinnacle's Lake Charles and
     Bossier City markets;
  -- General operating underperformance relative to Fitch's base
     case pressuring discretionary FCF to well below $100 million
     before competing facilities open;
  -- Deterioration in the macro-economic environment. Fitch's base
    case currently incorporates the continuation of a slow-growth
    recovery in the U.S.

Fitch considers it unlikely that Pinnacle's IDR will move beyond
'B+' in the foreseeable future taking into account the company's
relatively small size, high exposure to limited number of markets,
and the tendency to be an active developer.  The ratings also take
into account a longer-term leverage target in the 4x-5x range,
with the potential for temporary spikes slightly above this range
due to conservatively funded development projects.

The higher-end of the 'B' category would give Pinnacle credit for
the prudent bottom-up building of its capital structure; leading,
high quality assets in three distinct markets; increased focus on
operating efficiencies, and solid liquidity.

Fitch has assigned the following ratings:

  -- $250 million senior secured term loan 'BB/RR1';
  -- $250 million subordinated notes due 2022 'B-/RR5'.

Fitch downgrades the following:

  -- $450 million in 8.625% senior unsecured notes due 2017 to
     'BB-/RR2' from 'BB/RR1'.

In addition, Fitch affirms the following:

  -- IDR at 'B';
  -- $410 million senior secured revolver at 'BB/RR1';
  -- $350 million in 8.75% subordinated notes due 2020 at
     'B-/RR5';
  -- $385 million in 7.5% subordinated notes due 2015 at 'B-/RR5'.


PINNACLE WEST: Moody's Assigns '(P)Ba2' Domestic Currency Rating
----------------------------------------------------------------
Moody's Investors Service's current ratings on Pinnacle West
Capital Corporation and its affiliates are:

Senior Unsecured Bank Credit Facility domestic currency rating
of Baa3

LT Issuer Rating rating of Baa3

Senior Unsec. Shelf domestic currency rating of (P)Baa3

Subordinate Shelf domestic currency rating of (P)Ba1

Pref. Shelf domestic currency rating of (P)Ba2

Commercial Paper domestic currency rating of P-3

Arizona Public Service Company

Senior Unsecured domestic currency rating of Baa2

Senior Unsecured Bank Credit Facility domestic currency rating
of Baa2

LT Issuer Rating rating of Baa2

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

BACKED Commercial Paper domestic currency rating of P-2

Ratings Rationale

Based on factors in Moody's August 2009 Rating Methodology for
Regulated Electric and Gas Utilities (the Methodology), Pinnacle's
Baa3 senior unsecured rating is driven by the historically
challenging though improving regulatory environment in Arizona and
credit metrics at the upper end of the range for U.S. utility
holding companies rated Baa.

Rating Outlook

Pinnacle' stable outlook reflects our expectation that APS'
proposed rate settlement will be approved and implemented in a
timely manner with minimal modifications and that Pinnacle's
credit metrics will remain strong for its rating.

What Could Change the Rating - Up

Pinnacle's rating is not likely to be upgraded in the medium term.
Although the rate case settlement is credit positive, we will need
to see further supportive regulatory results before we would
consider the regulatory environment to be average when compared to
most of the other U.S. utility frameworks. At which point, an
upgrade would be possible.

What Could Change the Rating - Down

Pinnacle's rating could be downgraded if APS' regulatory framework
becomes less supportive or less predictable, including if the
proposed rate settlement is significantly modified in a manner
that makes it difficult for APS to earn a reasonable ROE and
recover its operating costs. In addition, if credit metrics
declined to the low-Baa range, including cash flow to debt at or
below 16%.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


PNM RESOURCES: Moody's Gives Ba1 Sr. Unsec. Domestic Curr. Rating
-----------------------------------------------------------------
Moody's Investors Service's current ratings on PNM Resources, Inc.
and its affiliates are:

Senior Unsecured domestic currency rating of Ba1
Senior Unsec. Shelf domestic currency rating of (P)Ba1
Public Service Company of New Mexico
Senior Unsecured domestic currency rating of Baa3
LT Issuer Rating rating of Baa3
Senior Unsec. Shelf domestic currency rating of (P)Baa3

Texas-New Mexico Power Company

First Mortgage Bonds domestic currency rating of A3
Senior Secured Bank Credit Facility domestic currency rating of
  A3
LT Issuer Rating rating of Baa2

Ratings Rationale

Based on factors in Moody's August 2009 Rating Methodology for
Regulated Electric and Gas Utilities (the Methodology), PNMR's Ba1
rating is driven by the challenging regulatory environment for
PSNM in New Mexico, reasonable cost recovery mechanisms, and
investment grade credit metrics.

Rating Outlook

PNMR's stable outlook reflects our expectation that its two
subsidiary utilities will experience moderate regulatory lag,
reasonable periodic rate relief and timely recoveries of fuel and
purchased power costs and that PNMR's credit metrics will remain
strong for its rating with limited further improvement expected
going forward.

What Could Change the Rating - Up

PNMR's ratings or outlook could be revised upward if PSNM's rating
is upgraded due to an improvement in the New Mexico regulatory
environment and PSNM's credit metrics are maintained in the upper
end of the Baa-rating category, as demonstrated, for example, by
cash flow to debt pre-working capital changes above 18% on a
sustainable basis.

What Could Change the Rating - Down

PNMR's ratings or outlook could be revised downward if PSNM or
TNMP experience prolonged operational difficulties or increased
non-recoverable costs causing consolidated credit metrics to
decline below low-Baa levels including cash flow to debt below 13%
on a sustained basis. In addition, a negative rating action could
occur if PNMR increases its business risk via new non-regulated
investments.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


POMPANO CREEK: U.S. Trustee Appoints Chapter 7 Trustee
------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21, has
appointed Sonya Salkin as Chapter 7 trustee in the bankruptcy case
of Pompano Creek Associates, LLC.

The U.S. Bankruptcy Court granted Mr. Walton's motion to convert
the Chapter 11 case of the Debtor to Chapter 7 on Feb. 8, 2012.

As reported in the Troubled Company Reporter on Nov. 30, 2011, the
U.S. Trustee sought dismissal or conversion of the Debtor's case
because:

   -- the Debtor has failed to file monthly operating reports for
      the months of July, August, and September 2011; and

   -- the case was filed over 10 months ago and the Debtor has not
      yet filed a plan of reorganization.

Pompano Creek Associates, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 11-11989) on Jan. 26, 2011, Judge
John K. Olson presiding.  The Debtor disclosed $24,000,000 in
assets and $6,028,539 in liabilities as of the Chapter 11 filing.
The U.S. Trustee did not appoint an official committee of
unsecured creditors in the Chapter 11 case.


POMPANO CREEK: Section 341(a) Meeting Scheduled for March 27
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
of Pompano Creek Associates, LLC on March 27, 2011, at 11:30 a.m.
The meeting will be held at U.S. Courthouse, 299 E Broward Blvd
#411, Ft Lauderdale, Florida.

This is the first meeting of creditors required after the Debtor's
Chapter 11 case was converted to Chapter 7 on Feb. 8, 2012.

Creditors' must file their proof of claim not later than June 25,
2012.

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.

Pompano Creek Associates, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 11-11989) on Jan. 26, 2011, Judge
John K. Olson presiding.  The Debtor disclosed $24,000,000 in
assets and $6,028,539 in liabilities as of the Chapter 11 filing.
The U.S. Trustee did not appoint an official committee of
unsecured creditors in the Chapter 11 case.


QUADRA FNX: KGHM Unit Completes Acquisition of All Shares
---------------------------------------------------------
Quadra FNX Mining Ltd. and KGHM Polska Miedz S.A. disclosed the
completion of the acquisition of all of the issued and outstanding
common shares of Quadra FNX and all of the outstanding Quadra FNX
warrants by 0929260 B.C. Unlimited Liability Company, an indirect,
wholly-owned subsidiary of KGHM. The transaction was structured as
a court-approved plan of arrangement under The Business
Corporations Act (British Columbia) between Quadra FNX, AcquireCo
and Quadra FNX securityholders.  The Company is now a wholly-owned
subsidiary of AcquireCo and its name will change to KGHM
International Ltd. in due course. The management team will
continue to be led by Paul Blythe, the current CEO of Quadra FNX.

It is expected that the Common Shares and the 2009 Warrants will
be de-listed from the Toronto Stock Exchange effective at the
close of business on March 7, 2012.  Securityholders who have not
already taken steps to deposit the certificates representing their
Common Shares or 2009 Warrants in order to receive the
consideration to which they are entitled pursuant to the

Completion of the Arrangement constitutes a "Change of Control"
under the indenture governing Quadra FNX's US$500 million
aggregate principal amount 7.75% senior notes (the "Notes") due
2019.  In accordance with the indenture, the Company will, within
30 days of the date hereof, make a change of control offer to
purchase all of the outstanding Notes at a purchase price in cash
equal to 101% of the principal amount of such outstanding Notes,
plus accrued and unpaid interest to the date of redemption.

Further details regarding the Arrangement are set out in the
Company's Notice of Special Meeting of Securityholders and
Information Circular dated Jan. 6, 2012, which has been filed with
the applicable securities regulatory.


RADIOSHACK CORP: S&P Cuts Corporate to 'B+'; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Fort Worth, Texas-based
RadioShack Corp. to 'B+' from 'BB-'. The outlook is negative.

"The recovery rating remains '4', indicating our expectations for
average (30% to 50%) recovery in the event of a payment default,"
S&P said.

"The downgrade of RadioShack reflects our estimate that even if
operating performance improves in the second half of the year, it
will be very difficult for the company to improve its gross
margin, given the highly promotional nature of year-end holiday
retailing in the wireless and consumer electronic categories,"
said Standard & Poor's credit analyst Jayne Ross. She added, "It
is our belief that all segments of the company's business will
remain under margin pressure for 2012."

"Our negative outlook on RadioShack reflects our expectation that
the company's operating trends will remain at their new lower
level and will likely be negative over the very near term. We
expect flat to modest sales growth in the wireless segment as well
as mixed sales performance in the company's other segments for
most of 2012, given the weak industry dynamics in consumer
electronics. We are not estimating any meaningful improvement in
margins in 2012," S&P said.

"We would consider a negative rating action if operating
performance and credit metrics continue to deteriorate, with debt
leverage of more than 5.5x, EBITDA margin of less than 6%, and
EBITDA interest coverage of 3.0x or less. This could occur if
gross margin contracts by about 200 bps, or revenues decline by
about 2% or more, or some combination of both. In addition, we
would consider a negative rating action if the company's financial
policies become more aggressive, while operating performance
remains at current levels or worsens," S&P said.

"Although unlikely, we could consider a positive rating action if
we begin to see stabilization in sales results in the company's
signature segment, solid results in RadioShack's mobility
platform, and sustained stronger credit metrics. For this to
occur, we would have to see gross margin improvement of at least
100 bps and revenue growth of 4% or more, or some combination of
higher gross margin and sales growth. We estimate that if this
occurred, total debt to EBITDA would improve to the low-3x area
and EBITDA coverage of interest expense would be in the high-4x
area. We would also consider a positive rating action if the
company reduced its debt levels such that total debt to EBITDA
remained at less than 3x, other credit metrics improved, and
operating performance stabilized," S&P said.


RBS GLOBAL: Moody's Assigns 'Ba3' Rating to $1.1-Bil. Facility
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to RBS Global,
Inc.'s ("RBS") new $1.1 billion Senior Secured Facility to be
issued to partially refinance existing debt. Concurrently, the
company's Corporate Family Rating ("CFR") and Probability of
Default Rating ("PDR") were affirmed at B3 as credit metrics
remain largely unchanged as a result of the transaction. Upon
repayment, Moody's will withdraw the ratings on the current,
existing revolving credit facility and term loan B.

The company's Speculative Grade Liquidity Rating ("SGL") was
affirmed at SGL-2. The rating outlook is stable.

Assignments:

Issuer: RBS Global, Inc.

  $1.1 billion Senior Secured Bank Credit Facility rated Ba3,
  LGD2- 16%

Affirmations/Adjustments:

Issuer: RBS Global, Inc.

  $300 million Senior Subordinated Regular Bond/Debenture
  affirmed at Caa2, LGD changed to LGD6-94% from LGD6- 92%,

  $1.2 billion aggregate amount Senior Unsecured Regular
  Bond/Debenture affirmed at Caa1, LGD changed to LGD4-68% from
  LGD4-63%.

Ratings Rationale

The B3 Corporate Family Rating balances the company's high
leverage resulting from a 2006 buyout transaction against its
proven ability to generate positive free cash flow and a good
liquidity profile. Net sales grew by 14.5% for the LTM period
ended December 31, 2011 and its operating income grew by about
12%. Nevertheless, even as RBS' performance has improved, the
debt/EBITDA leverage metric is still highly reflective of the
current B3 CFR. The rating considers the expectation that the
company will continue to deleverage as its process and motion
control segment continues to benefit from demand across a majority
of its end markets offsetting weaker performance in the water
management segment.

The new senior secured credit facility is comprised of a $180
million first lien senior secured revolving credit facility
maturing March 2017, and a $950 million first lien term loan
facility, maturing April 2018. The ratings reflect the facility's
first lien status and support provided by the more junior
facilities in the capital structure.

The stable rating outlook is based on Moody's expectations that
RBS will likely outperform the slow growing economy. Moody's
expects the company to strengthen itself in the current rating
category by paying down debt with its free cash flow over the next
18 months.

The rating could experience positive momentum if Debt/EBITDA was
anticipated to improve below 5.5x and if free cash flow to total
debt was expected to be sustained above 5%. The rating or outlook
may experience downward pressure if leverage was projected to be
over 7 times on a sustained basis. A contraction in sales would be
a concern given current expectations is for positive sales growth.

RBS' SGL-2 speculative grade liquidity rating reflects Moody's
belief that the company will maintain a good liquidity profile
over the next twelve months. RBS maintains strong cash balances
that are currently over $220 million as of December 31, 2011 with
good availability anticipated under the company's $180 million
revolving credit facility with ample covenant headroom. Moreover,
Moody's anticipates that the company will experience low single
digit free cash flow to debt.

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

Rexnord Corporation, headquartered in Milwaukee, WI, is the
indirect parent of RBS Global, Inc.  RBS is an industrial company
comprised of two strategic segments: Process and Motion Control
(about 65% of revenues) and water management (about 35% of
revenues). Revenues for the last twelve months through December
31, 2011 totaled approximately $1.9 billion. Apollo Management,
L.P. ("Apollo") through its affiliates, is the majority owner of
RBS.


RESERVOIR CORPORATE: Daniel Steinberg Pleads Guilty of Fraud
------------------------------------------------------------
Vanessa Inzitari at Westport reports that Daniel Steinberg, who
pleaded guilty to embezzling money from Reservoir Corporate Group
LLC, was sentenced to 30 months in a federal prison and must pay
back nearly $1 million.

According to the report, in August 2011, Mr. Steinberg pleaded
guilty to one count of bankruptcy fraud.   August 2009 to August
2010, Mr. Steinberg illegally transferred $770,000 to himself from
Reservoir Corporate.  At the time of the fraud, Mr. Steinberg was
the manager of the company.  He used the money for personal
expenses and expenses of other businesses he owned or controlled,
according to the statement.

The report relates that Mr. Steinberg concealed the fraud by
falsifying the company's books and records during the bankruptcy
proceedings and by providing false information to the Office of
the U.S. Trustee.  The fraud was discovered after a Chapter 11
bankruptcy trustee was appointed to operate the company.  Further
investigation revealed that Mr. Steinberg embezzled additional
funds from the company before the bankruptcy filings.

In total, Mr. Steinberg embezzled $968,973, the U.S. attorney's
office reported.  Mr. Steinberg's imprisonment will be followed by
three years of supervised release.  U.S. District Judge Janet C.
Hall in Bridgeport also ordered Mr. Steinberg to pay full
restitution.  Reservoir Corporate Group remains in bankruptcy and
owes $47 million, says the report.

Reservoir Corporate Group LLC filed for Chapter 11 protection
(Bankr. D. Conn. Case No. 09-51706) on Aug. 28, 2009.  Reservoir
Corporate owns office buildings on Research Drive in Shelton,
Connecticut.


ROAD INFRASTRUCTURE: S&P Assigns Preliminary 'B' Rating
-------------------------------------------------------
U.S.-based Road Infrastructure Investment LLC is seeking to raise
debt financing as part of its planned combination of the Ennis and
Flint businesses.

"We are assigning a preliminary 'B' corporate credit rating to
Road Infrastructure Investment LLC. We are also assigning
preliminary issue and recovery ratings to its credit facilities,"
S&P said.

"The outlook is stable because we expect the company's combined
competitive position and relatively steady end-market demand to
support credit quality over the next few years," S&P said.


ROBERT E. DERECKTOR: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Superyachttimes.com reports that Robert E. Derecktor Inc. said it
is seeking protection under the Chapter 11 bankruptcy and
reorganization laws.

According to the report, a protracted legal battle with the state
of Alaska regarding vendor-related issues unconnected to the
yard's workmanship on a project completed in 2005, together with
the depressed economy, has put a significant strain on the
company's finances.  The report says the bankruptcy filing is
unrelated to recent events involving Derecktor Shipyard Conn. LLC,
located in Bridgeport, Connecticut.

The report relates that Robert E. Derecktor Inc. is seeking to
reorganize while continuing to offer the same high quality custom
new construction and service offerings for which it has been
synonymous for over 65 years.  In addition to the 40 boats in
winter storage, the yard has several yacht refits and commercial
service projects underway, including work on several New York
Water Taxi vessels.

The report notes that Derecktor of Florida, located in Dania
Beach, Florida, is unaffected by the filing in Mamaroneck.

Robert E. Derecktor Inc. engages in off-site millwork projects as
well as outfitting the Presto series of sailboats.

Robert E. Derecktor filed a Chapter 11 petition (Banrk. S.D.N.Y.
Case No. 12-22393) on Feb. 27, 2012.  Dawn K. Arnold, Esq., and
Julie A. Cvek, Esq., at Rattet Pasternak, LLP, serves as counsel.
The Debtor estimated assets of up to $50,000 and debts of up to
$10 million.


ROCK POINTE: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------
Rock Pointe Holdings, LLC, filed with the Bankruptcy Court a list
of creditors holding the 20 largest unsecured claims against its
estate:

   Name of creditor           Nature of claim   Amount of Claim
   ----------------           ---------------   ---------------
ABM Janitorial Service
112 N Altamont Street
Spokane, WA 99202-3804           Trade Debt         $261,257

Green Johnny LLC
P.O. Box 48542
Spokane, WA 99228-1542           Trade Debt         $137,635

Flooring Concepts
P.O. Box 31644
Seattle, WA 98103-1644           Trade Debt         $108,271

Sherwin Williams Company         Trade Debt          $87,932

Avista                           Trade Debt          $80,830

Klemle & Hagood Company          Trade Debt          $71,181

Specialty Construction Systems,
Ltd.                             Trade Debt          $56,363

Advanced Fire Protection, Inc.   Trade Debt          $37,877

Spectrum Coatings                Trade Debt          $36,775

Cosco Fire Protection            Trade Debt          $28,392

Fire Protection Specialists,
LLC                              Trade Debt          $21,334

Thyssenkrupp Elevator Corp       Trade Debt          $13,640

Haase Landscape, Inc.            Trade Debt          $12,764

Clines Air Conditioning Service  Trade Debt          $10,074

G.W. DeMaine                     Trade Debt           $7,385

Jamie R. Steele                  Trade Debt           $5,937

K.C. Charles, Inc.               Trade Debt           $4,202

DIVCO                            Trade Debt           $3,665

RW Fab                           Trade Debt           $3,231

Fulcrum Environmental
Consulting                       Trade Debt           $2,700

                         About Rock Pointe

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011.
Brett L. Wittner, Esq., at Kent & Wittner PS, represents the
Debtor.  The Debtor estimated both assets and debts of between
$50 million and $100 million.


ROUNDTABLE CORPORATION: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Roundtable Corporation
          aka RCDQ Bloomington, Inc.
              RCDQ Boise City, Inc.
              RCDQ Calvert, Inc.
              RCDQ Canadian, Inc.
              RCDQ Carrollton, Inc.
              RCDQ Cedar Hill, Inc.
              RCDQ Clarendon, Inc.
              RCDQ Claude, Inc.
              RCDQ Clayton, Inc.
              RCDQ Clinton, Inc.
              RCDQ Cloeman, Inc.
              RCDQ Columbus, Inc.
              RCDQ Conroe, Inc.
              RCDQ Coppell, Inc.
              RCDQ Corsicana, Inc.
              RCDQ Crosbyton, Inc.
              RCDQ Dalhart, Inc.
              RCDQ Denver City, Inc.
              RCDQ Dumas, Inc.
              RCDQ Elm Mott, Inc.
              RCDQ Farmers Branch, Inc.
              RCDQ Franklin, Inc.
              RCDQ Friona, Inc.
              RCDQ Fritch, Inc.
              RCDQ Giddings, Inc.
              RCDQ Groesbeck, Inc.
              RCDQ Groom, Inc.
              RCDQ Gruver, Inc.
              RCDQ Haskell, Inc.
              RCDQ Hearne, Inc.
              RCDQ Hereford, Inc.
              RCDQ Hewitt, Inc.
              RCDQ HIllsboro, Inc.
              RCDQ Hobbs, Inc.
              RCDQ Hubbard, Inc.
              RCDQ Idalou, Inc.
              RCDQ Itasca, Inc.
              RCDQ Lockney, Inc.
              RCDQ Merkel, Inc.
              RCDQ Olton, Inc.
              RCDQ Panhandle, Inc.
              RCDQ Perryton, Inc.
              RCDQ Plains, Inc.
              RCDQ Port Aransas
              RCDQ Port Lavaca Austin
              RCDQ Port Lavaca Virginia
              RCDQ Post, Inc.
              RCDQ Raton, Inc.
              RCDQ Seagraves, Inc.
              RCDQ Seminole, Inc.
              RCDQ Shamrock, Inc.
              RCDQ Slaton, Inc.
              RCDQ Spearman, Inc.
              RCDQ Stinnett, Inc.
              RCDQ Stratford, Inc.
              RCDQ Sunray, Inc.
              RCDQ Teague, Inc.
              RCDQ Temple, Inc.
              RCDQ Tomball, Inc.
              RCDQ Vega, Inc.
              RCDQ Waco, Inc.
              RCDQ Wellington, Inc.
              RCDQ Wolfforth, Inc.
        1000 Emerald Isle, Suite 101
        Dallas, TX 75218

Bankruptcy Case No.: 12-40512

Chapter 11 Petition Date: March 2, 2012

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

Judge: Brenda T. Rhoades

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/txeb12-40512.pdf

The petition was signed by John W. Beakley, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Food Service Holdings Ltd             12-40510            03/01/12


ROUNDY'S SUPERMARKETS: Moody's Affirms B1 Rating on 1st Lien Debt
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating of Roundy's
Supermarkets Inc.'s new $125 million first lien revolving credit
facility and new $675 million first lien term loan following the
company's IPO. Proceeds from the new credit facilities and IPO
were used to refinance and partially repay existing debt.

Additionally, Moody's affirmed the company's B2 corporate family
rating, lowered the probability of default rating to B3 and
changed the outlook to stable from negative. All other ratings
were withdrawn.

Roundy's probability of default rating was lowered to B3 as a
result of the change in the company's capital structure and is
consistent with Moody's Loss Given Default methodology for an all
first lien debt structure. The improved liquidity resulted in the
stabilization of the outlook.

"The refinancing resolves the pending debt maturities and improves
liquidity and financial flexibility," Moody's Senior Analyst
Mickey Chadha stated.

Ratings Rationale

The company's B2 corporate family rating reflects its high
leverage, small size, geographic concentration, and financial
policies skewed towards shareholder returns. Additional rating
factors include Roundy's good regional presence, relatively stable
operating performance in a stressed operating environment and good
liquidity.

The following ratings are affirmed:

- Corporate Family Rating at B2
- New $125 million First Lien Revolving Credit Facility expiring
    February 2017 at B1 (LGD 2, 26%).
- New $675 million First Lien Term Loan maturing February 2019
    at B1 (LGD 2, 26%).

The following ratings are downgraded:

- Probability of Default Rating at B3

The following ratings are withdrawn:

- $95 million First Lien Revolving Credit Facility expiring 2012
     at B1 ( LGD 3, 37%)
- $634 million First Lien Term Loan B maturing 2013 at B1 (LGD
     3, 37%)
- $150 million Second Lien Term Loan maturing 2016 rated Caa1
    (LGD 5,77%).

The stable outlook reflects Moody's expectation that liquidity
will remain good, credit metrics will not deteriorate and
financial policies will remain benign. The outlook also
incorporates an expectation of a smooth execution of the company's
expansion plans in Chicago.

Ratings could be upgraded if the company demonstrates consistent
positive same store sales growth, good liquidity and no
deterioration in operating margins. Quantitatively ratings could
be upgraded if debt/EBITDA is sustained below 5.25 times and EBITA
to interest is sustained above 2.0 times.

Ratings could be downgraded if operating performance deteriorates
such that same store sales or operating margins demonstrate a
declining trend or if liquidity deteriorates. Rating could also be
downgraded if financial policies result in deterioration of cash
flow or credit metrics. Quantitatively ratings could be downgraded
if debt/EBITDA is sustained above 6.0 times or EBITA/interest is
sustained below 1.5 times.

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

Roundy's Supermarkets Inc., headquartered in Milwaukee, Wisconsin,
owns and operates 159 retail grocery stores in Wisconsin, Illinois
and Minnesota primarily under the Pick 'n' Save, Copps, Mariano's
Fresh Market, Rainbow and Metro Market banners. In addition to its
retail stores, Roundy's acts as supplier to one independent
retailer in the Midwestern U.S. Annual revenues are about $3.8
billion for the fiscal year 2011. The company is majority owned by
Willis Stein funds.


SAND SPRING: Shareholders Group Wants Official Equity Committee
---------------------------------------------------------------
Sand Spring Capital III, LLC's Ad Hoc Committee of Equity Security
Holders asks the U.S. Bankruptcy Court to order the U.S. Trustee
to appoint an official committee of security holders to ensure
that all equity holders' interest are adequately represented in
the Chapter 11 cases.

The Ad Hoc Committee is represented by:

          Stuart M. Brown, Esq.
          R. Craig Martin, Esq.
          DLA PIPER LLP
          919 North Market Street, Suite 1500
          Wilmington, DE 19801
          Tel: 302-468-5700
          Fax: 302-394-2341
          E-mail: stuart.brown@dlapiper.com
                  craig.martin@dlapiper.com

Sand Spring Capital III, LLC, filed a Chapter 11 petition
(Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware.
Affiliates, Sand Spring Capital III, LLC, CA Core Fixed Income
Fund, LLC, CA Core Fixed Income Offshore Fund, Ltd., CA High Yield
Fund, LLC, CA High Yield Offshore Fund, Ltd., CA Strategic Equity
Fund, LLC, CA Strategic Equity Offshore Fund, Ltd., Sand Spring
Capital III, Ltd., Sand Spring Capital III Master Fund, LLC,
sought Chapter 11 protection on the same day.

Sand Spring Capital III LLC disclosed $4,882,373 in assets and
$4,140 in liabilities.  CA Core Fixed Income Fund LLC disclosed
$36,176,682 in assets and $48,244 in liabilities.  CA Core Fixed
Income Offshore Fund Ltd. disclosed $6,900,726 in assets and
$10,393 in liabilities.  CA High Yield Fund LLC disclosed
$5,626,644 in assets and $11,568 in liabilities.  CA High Yield
Offshore Fund, Ltd. disclosed $10,840,032 in assets and $22,785 in
liabilities.  CA Strategic Equity Fund LLC scheduled $2,013,461 in
assets and $0 debt.  CA Strategic Equity Offshore Fund Ltd.
disclosed $2,285,492 in assets and $0 debts.  Sand Spring Capital
III Ltd. disclosed $2,214,099 in assets and $1,820 in debts.  Sand
Spring Capital III Master Fund LLC disclosed $7,096,473 in assets
and $0 in debts.


SENSIVIDA MEDICAL: Sidney Braginsky Named to Board of Directors
---------------------------------------------------------------
Sidney Braginsky joined the Board of Directors of Sensivida
Medical Technologies, Inc., filling a vacancy on the Board.  Since
July 2000 Mr. Braginsky has been the President, Chief Executive
Officer and Chairman of the Board of Directors of Atropos
Technology, LLC.  Mr. Braginsky is the Chairman of the Board and
CEO of Digilab and Chairman of the Board and Managing Director of
Double D Venture Fund.  From October 1994 to December 1999 Mr.
Braginsky served as President of Olympus America, Inc.,
responsible for the growth of that company's optical products,
including cameras and scientific instruments, such as microscopes,
endoscopes and chemistry analyzers.

In addition, Mr. Braginsky currently serves on the Board of
Directors of EndoRobotics, Endogene, Waveline Medical, SolidLook
Medical and Invendo Medical GMBH.  Mr. Braginsky also is actively
involved with local educational institutions, serving as Chairman
of the Board of the City University of New York, Robert Chambers
Laboratory, Chairman of the Board of Advisors for Long Island
University College of Management, Director on the Industrial
Advisory Board of the Center for Technology Education at Hofstra
University, Director of the Board of Library Overseers for the
Jewish Theological Seminary, Member of the National Visiting
Committee for the Long Island Consortium for Interconnected
Learning NSF, Advisory Board Member to Stony Brook School of
Engineering and Trustee of Long Island University.  Mr. Braginsky
also serves on the Board of Advisors of Tornado Medical and the
Lymphatic Research Foundation.

Mr. Braginsky received his Bachelor of Science degree from Queens
College, City University of New York.

                     About SensiVida Medical

West Henrietta, New York-based Sensivida Medical Technologies,
Inc., had operated in one business segment encompassing in the
design and development of medical diagnostic instruments that
detect cancer in vivo in humans by using light to excite the
molecules contained in tissue and measuring the differences in the
resulting natural fluorescence between cancerous and normal
tissue.  Effective March 3, 2009, with the merger of SensiVida
Medical Systems, Inc., into the Company's wholly-owned subsidiary
BioScopix, Inc., the Company's technology now focuses on the
automation of analysis and data acquisition for allergy testing,
glucose monitoring, blood coagulation testing, new tuberculosis
testing, and cholesterol monitoring.

he Company's balance sheet at May 31, 2011, showed $2.42 million
in total assets, $3.87 million in total liabilities, all current,
and a stockholders' deficit of $1.45 million.

As reported in the TCR on June 20, 2011, Morison Cogen LLP, in
Bala Cynwyd, Pennsylvania, expressed substantial doubt about
Sensivida Medical Technologies' ability to continue as a
going concern, following the Company's Feb. 28, 2011 results.  The
independent auditors noted that the Company has no revenues,
incurred significant losses from operations, has negative working
capital and an accumulated deficit.

The Company delayed its Quarterly Report on Form 10-Q for the
period ended Aug. 31, 2011, because of limited staff and
resources.


SL GREEN: Fitch Affirms Issuer Default Rating at 'BB+'
------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of SL
Green Realty Corp. (NYSE: SLG) and its subsidiaries SL Green
Operating Partnership, L.P., and Reckson Operating Partnership,
L.P.

The affirmations of SLG's and Reckson's ratings reflect the
company's credit strengths, including its manageable lease
maturity and debt expiration schedules, granular tenant base, good
contingent liquidity in the form of unencumbered assets and the
company's maintenance of leverage appropriate for the rating
category.

These positive rating elements are balanced by a weak fixed
charge coverage ratio and broader concerns regarding the midtown
Manhattan leasing environment, which remains somewhat dependent on
the growth of large financial institutions and supporting
industries such as law and accounting firms.

SLG's leverage ratio, while high, remains consistent with a 'BB+'
IDR given the good location and quality of the company's assets.
The company's net debt to recurring operating EBITDA ratio was 8.8
times (x) as of Dec. 31, 2011, down from 9.2x as of Dec. 31, 2010,
but up from 8.4x as of Dec. 31, 2009.  Fitch defines leverage as
net debt divided by recurring operating EBITDA.

Leverage is negatively affected by the company's acquisition of
some assets with vacancy, with the strategy of incurring capital
expenditures to improve the quality of the space in order to
generate higher rents in the future.  When taking into account
cash flows projected via the lease-up of this space, leverage
would decline below 8.0x.

SLG's fixed-charge coverage ratio was 1.4x for the year ended Dec.
31, 2011, down from 1.5x and 1.8x in 2010 and 2009, respectively.
Coverage declined primarily due to the 2010 acquisition of certain
land interests which increased straight-line rents, combined with
recurring capital expenditure costs related to recently signed
leases.  Fitch expects coverage to improve from 2011 levels as
free rents decline, the company benefits from net operating income
(NOI) from recent acquisitions and recurring capital expenditure
costs level off.  Fitch defines fixed charge coverage as recurring
operating EBITDA less recurring capital expenditures and straight-
line rents, divided by interest incurred and preferred stock
distributions.

The company's portfolio benefits from tenant diversification with
the top 10 tenants representing only 31% of annual base rent, and
the largest tenant Citigroup, N.A. (IDR of 'A' with a Stable
Outlook by Fitch) comprising 7.2% of SLG's share of annual base
rent.  Pro forma for the company's announced November 2011 sale of
One Court Square, Viacom Inc. (IDR of 'BBB+' with a Stable Outlook
by Fitch) would become the company's largest tenant.

The company has a manageable lease expiration schedule with only
41% of consolidated Manhattan rents expiring over the next five
years.  While approximately 66% of its consolidated suburban
property rents expire over the next five years, this suburban
portfolio represents a limited portion of the company's total
assets and only 10% of 2011 cash rent.

Further supporting the ratings is the company's manageable debt
maturity schedule.  Over the next five years, 2016 is the largest
year of debt maturities with 22% of pro rata debt expiring, with
no other year greater than 11%.

The ratings are further supported by SLG's unencumbered asset
coverage of unsecured debt, which gives the company financial
flexibility as a source of contingent liquidity.  Consolidated
unencumbered asset coverage of net unsecured debt (calculated as
annualized fourth quarter 2011 unencumbered property net operating
income divided by a 7% capitalization rate) results in coverage of
1.7x.  This ratio is strong, particularly given that Midtown
Manhattan assets are highly sought after by secured lenders and
foreign investors, resulting in stronger contingent liquidity
relative to many asset classes.

The ratings also point to the strength of SLG's management team,
and its ability to maintain occupancy and liquidity throughout the
downturn.  Further, the company's high degree of knowledge of the
midtown Manhattan office market is a competitive advantage with
regard to acquisition and structured finance opportunities.

In addition, the company's ratios under its unsecured credit
facilities' financial covenants do not hinder the its financial
flexibility.

Offsetting these strengths are Fitch's concerns regarding the
uncertain midtown Manhattan leasing environment.  While the New
York City leasing environment has strengthened over the last year,
SLG continues to incur significant costs in the form of tenant
improvements, leasing commissions and free-rent incentives as
tenant inducements, which continue to place pressure on the
company's fixed charge coverage.

In addition, a downturn in space demands from the financial
services industry, which accounts for 39% of SLG's share of base
rental revenue, may result in reduced cash flows or values of
SLG's properties.

The one-notch differential between SLG's IDR and junior
subordinated notes rating is based on the noteholders' ability to
demand full repayment of unpaid principal and interest in the
event of default, which generally consists of missed interest
(after allowable deferral periods) or principal payment at
maturity.  These notes have no covenants or cross-default
provisions relative to SLG's corporate debt and are explicitly
stated to be subordinate to such indebtedness.

The two-notch differential between SLG's IDR and preferred stock
rating is consistent with Fitch's hybrids criteria for corporate
entities with an IDR of 'BB+'.  Based on Fitch Research on
'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 Stable Rating Outlook is driven in part by SLG's good
liquidity profile.  For the period Jan. 1, 2012 to Dec. 31, 2013,
the company's sources of liquidity (cash, availability under the
company's unsecured revolving credit facility, and Fitch's
expectation of retained cash flows from operating activities after
dividends and distributions) covered uses of liquidity (pro rata
debt maturities and Fitch's expectation of recurring capital
expenditures) by 1.2x.

This stressed analysis assumes that no additional capital is
raised to repay obligations and SLG has demonstrated good access
to a variety of capital sources over time.  If maturing secured
debt were refinanced at a rate of 80%, liquidity coverage would
improve to 2.4x.  The company's liquidity is also strengthened by
its conservative common dividend policy, which enables it to
retain substantial operating cash flow.

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

  -- Net debt to recurring operating EBITDA sustaining below 7.5x
     for several quarters (leverage was 8.8x as of Dec. 31, 2011);
  -- Fixed charge coverage sustaining above 1.8x for several
     quarters (coverage was 1.4x for the 12 months ended Dec. 31,
     2011).

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

  -- Leverage sustaining above 8.5x for several quarters;
  -- Fixed charge coverage sustaining below 1.5x for several
     quarters;
  -- A liquidity shortfall (base case liquidity coverage was 1.2x
     for the period Jan. 1, 2012 to Dec. 31, 2013).

Fitch has affirmed the following ratings:

SL Green Realty Corp.

  -- IDR at 'BB+';
  -- Perpetual preferred stock at 'BB-'.

SL Green Operating Partnership, L.P.

  -- IDR at 'BB+';
  -- Unsecured revolving credit facility at 'BB+';
  -- Exchangeable senior notes at 'BB+';
  -- Junior subordinated notes at 'BB'.

Reckson Operating Partnership, L.P.

  -- IDR at 'BB+';
  -- Senior unsecured notes at 'BB+';
  -- Exchangeable senior debentures at 'BB+'.

The Rating Outlook is Stable.


STANFORD FINANCIAL: Founder Guilty of $7-Bil. Ponzi Scheme
----------------------------------------------------------
A federal jury in Houston, Texas, on Tuesday convicted Robert
Allen Stanford, the former Board of Directors Chairman of Stanford
International Bank, for orchestrating a 20-year investment fraud
scheme in which he misappropriated $7 billion from SIB to finance
his personal businesses.

Following a six-week trial before U.S. District Judge David
Hittner, and approximately three days of deliberation, the jury
found Mr. Stanford guilty on 13 of 14 counts in the indictment.

Mr. Stanford, 61, was convicted of one count of conspiracy to
commit wire and mail fraud, four counts of wire fraud, five counts
of mail fraud, one count of conspiracy to obstruct a U.S.
Securities and Exchange Commission investigation, one count of
obstruction of an SEC investigation and one count of conspiracy to
commit money laundering.  The jury found Mr. Stanford not guilty
on one count of wire fraud.

The Wall Street Journal says the jury comprised of eight men and
four women.

At sentencing, Mr. Stanford faces a maximum prison sentence of 20
years for the count of conspiracy to commit wire and mail fraud,
each count of wire and mail fraud, and the count of conspiracy to
commit money laundering, and five years for the count of
conspiracy to obstruct an SEC investigation and the count of
obstruction of an SEC investigation.

The guilty verdict was announced by Assistant Attorney General
Lanny A. Breuer of the Justice Department's Criminal Division;
U.S. Attorney Kenneth Magidson of the Southern District of Texas;
FBI Assistant Director Kevin Perkins of the Criminal Investigative
Division; Assistant Secretary of Labor for the Employee Benefits
Security Administration Phyllis C. Borzi; Chief Postal Inspector
Guy J. Cottrell; Special Agent in Charge Lucy Cruz of the Internal
Revenue Service-Criminal Investigations (IRS-CI).

The investigation was conducted by the FBI's Houston Field Office,
the U.S. Postal Inspection Service, the IRS-CI and the U.S.
Department of Labor, Employee Benefits Security Administration.
The case was prosecuted by Deputy Chief William Stellmach of the
Criminal Division's Fraud Section, Assistant U.S. Attorney Gregg
Costa of the Southern District of Texas and Trial Attorney Andrew
Warren of the Criminal Division's Fraud Section.

Daniel Gilbert and Tom Fowler, writing for The Wall Street
Journal, report that Mr. Stanford faces a maximum of 230 years in
prison.  WSJ relates Mr. Stanford's attorneys, while still under a
court order to not discuss the case, told reporters they would
appeal but didn't specify on what grounds.  Prosecutors declined
to comment.

According to WSJ, the end of Mr. Stanford's criminal case, which
dragged on for nearly three years, could allow investors to
attempt to recover hundreds of millions of dollars from his
accounts and the assets of Stanford Financial Group.  A judge has
placed on hold the civil suit brought against him by the
Securities and Exchange Commission while the criminal case is
pending.  An appeal of the verdict, however, may delay investors'
recovery efforts, the report notes.

WSJ also notes that after the verdict, jurors began to hear the
case on the Justice Department's efforts to seize funds in bank
accounts controlled by Mr. Stanford, estimated to hold more than
$300 million.  The SEC, in a separate civil action, could ask a
judge for permission to move forward with its case if it believes
there are additional assets to recover.

WSJ recounts Mr. Stanford has been jailed since June 2009 because
he was judged to be a flight risk.  In prison, Mr. Stanford was
beaten in September 2009 by a fellow inmate.  Mr. Stanford
complained of memory loss from the head trauma, and a court found
that he was so addicted to his prescribed painkillers that he
wasn't competent to stand trial. In December 2011, a judge found
him competent and the trial commenced in January.

WSJ also recounts that in 2008, before his downfall, Mr. Stanford
was the 205th richest American with a net worth of $2.2 billion,
according to Forbes magazine.  His holdings in Antigua, where he
held a dual citizenship, included banks, airlines and the
country's biggest newspaper.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S.
District Court, Northern District of Texas (Dallas).

                 About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.


STOCKTON, CALIFORNIA: S&P Lowers Issuer Credit Rating to 'SD'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating (ICR) to 'SD' (selective default) from 'CC' on Stockton,
Calif. In addition, Standard & Poor's kept its 'CC' issue ratings
on certain series of appropriation-backed obligations and pension
obligation bonds of the city and the Stockton Public Financing
Authority or Stockton Redevelopment Agency on CreditWatch with
negative implications, where they were placed on Feb. 24, 2012.

"The lowering of the ICR reflects our view of the city's
nonpayment on March 1 of its lease payments that were to back
certain lease revenue bonds," said Standard & Poor's credit
analyst Chris Morgan.

On March 1, 2012, debt service amounts were due on four series for
which the city is obligor:

* Series 2004 lease revenue bonds (parking and capital
   projects),

* Series 2007A and 2007B lease revenue bonds, and

* Series 2009A lease revenue bonds.

"The CreditWatch listings with negative implications on the issue
ratings reflect our view of the city's concurrent decision to
commence proceedings under California Assembly Bill 506, which
authorizes a local government to file for bankruptcy protection
under Chapter 9 of the federal Bankruptcy Code after a neutral
evaluation process that involves confidential negotiations with
creditors, such as debtholders and employees," S&P said.


TBS INTERNATIONAL: AlixPartners LLP OK'd as Financial Advisors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized TBS International plc, et al., to employ AlixPartners,
LLP as financial advisors.

AlixPartners is expected to, among other things:

   -- evaluate the feasibility of extending age of owned fleet
      beyond 30 years;

   -- review operations cost components and evaluating impact on
      financial projections; and

   -- assist the Debtors in developing and executing a
      communications strategy covering all key constituents,
      including customers, suppliers, employees, creditors and the
      media.

The Debtors and AlixPartners intend that all of the services
provided will be appropriately directed by the Debtors so as to
avoid duplicative efforts among the other professionals, including
the Debtors' investment banker, Lazard Freres & Co., retained in
the Chapter 11 cases.

The hourly rates of AlixPartners' personnel are:

         Managing Directors        $815 ? $970
         Directors                 $620 ? $760
         Vice Presidents           $455 ? $555
         Associates                $305 ? $405
         Analysts                  $270 ? $300
         Paraprofessionals         $205 ? $225

Notwithstanding the provisions of the Engagement Letter,
AlixPartners will not seek an administrative fee equal to 2% of
the fees to cover other indirect administrative costs as postage,
courier, routine copying, telephone, messenger and facsimile
charges.

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

                     About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.  Cardillo & Corbett serves as special
maritime and corporate counsel, Garden City Group serves as
administrative agent and Gibson, Dunn & Crutcher as counsel.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.

No official committee has yet been appointed by the Office of the
United States Trustee.


TBS INTERNATIONAL: Has Until April 6 to File Schedules
------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended until April 6, 2012, TBS
International plc, et al.'s time to file their schedules and
statements.

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.  Cardillo & Corbett serves as special
maritime and corporate counsel, Garden City Group serves as
administrative agent and Gibson, Dunn & Crutcher as counsel.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.


TBS INTERNATIONAL: Taps Lazard Freres as Investment Banker
----------------------------------------------------------
TBS International plc, et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ Lazard
Frİres & Co. LLC as investment banker.

Lazard will, among other things:

   -- assist in the determination of a range of values for Debtors
      on a going concern basis;

   -- advise the Debtors on tactics and strategies for negotiating
      with stakeholders; and

   -- render financial advice to the Debtors and participating in
      meetings or negotiations with stakeholders or rating
      agencies or other appropriate parties in connection with any
      restructuring.

The Debtors intend that the services of Lazard will complement the
services of any other professional retained in these Chapter 11
cases.

Lazard will be paid:

   a) a monthly fee of $150,000 in cash;

   b) a fee equal to $2,600,000 payable upon consummation of a
      restructuring;

   c) a fee in connection with a sale of either (i) all or a
      majority of the Debtors assets, or (ii) less than a majority
      of the Debtors' assets, will be based on a schedule related
      to the aggregate consideration paid or the restructuring
      fee;

   d) an additional cash fee will be payable upon the closing of
      a financing transaction; and

   e) for the avoidance of any doubt, more than one fee may be
      payable pursuant to each of clauses (b), (c), and (d).

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

                     About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.  Cardillo & Corbett serves as special
maritime and corporate counsel, Garden City Group serves as
administrative agent and Gibson, Dunn & Crutcher as counsel.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.

No official committee has yet been appointed by the Office of the
United States Trustee.


TBS INTERNATIONAL: Taps Cardillo & Corbett as Corporate Counsel
---------------------------------------------------------------
TBS International plc, et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ
Cardillo & Corbett as special maritime and corporate counsel.

Cardillo & Corbett will, among other things:

   -- provide advice to the Debtors with respect to their rights
and duties under the general maritime law and under maritime
contracts, including marine insurance contracts, entered into in
connection with the operation of the fleet of ocean going vessels
owned by the Debtors;

   -- negotiate with creditors of the Debtors claiming maritime
liens against the fleet of vessels owned by them and participating
in negotiations with respect to financing a plan of
reorganization; and

   -- prepare on the Debtors' behalf necessary motions, answers,
replies, discovery requests forms of orders, reports and other
pleadings and legal documents.

The Debtors and Cardillo & Corbett intend that all of the services
provided will be appropriately directed by the Debtors so as to
avoid duplicative efforts among the other professionals retained
in the Chapter 11 cases.

Cardillo & Corbett received an initial advance retainer on Feb. 3,
2012, in the amount of $75,000 from the Debtors.  Prepetition, the
Debtors paid Cardillo & Corbett a total of $61,109 incurred in
providing services to the Debtors in connection with prepetition
restructuring activities.

The hourly rates of Cardillo & Corbett's personnel are:

         Partners               $350
         Paralegals             $150

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

                     About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.  Cardillo & Corbett serves as special
maritime and corporate counsel, Garden City Group serves as
administrative agent and Gibson, Dunn & Crutcher as counsel.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.

No official committee has yet been appointed by the Office of the
United States Trustee.


TECO ENERGY: Moody's Assigns '(P)Ba2' Domestic Currency Rating
--------------------------------------------------------------
Moody's Investors Service's current ratings on TECO Energy, Inc.
and its affiliates are:

Senior Unsecured domestic currency rating of Baa3
Senior Unsec. Shelf domestic currency rating of (P)Baa3
Subordinate Shelf domestic currency rating of (P)Ba1
Pref. Shelf domestic currency rating of (P)Ba2
Preferred shelf -- PS2 domestic currency rating of (P)Ba2

Tampa Electric Company

Senior Unsecured domestic currency rating of Baa1
Senior Unsecured Bank Credit Facility domestic currency rating
  of Baa1
LT Issuer Rating NA rating of Baa1
Senior Secured Shelf domestic currency rating of (P)A3
Senior Unsec. Shelf domestic currency rating of (P)Baa1

TECO Finance, Inc.

BACKED Senior Unsecured domestic currency rating of Baa3
BACKED Senior Unsecured Bank Credit Facility domestic currency
  rating of Baa3
BACKED Senior Unsec. Shelf domestic currency rating of (P)Baa3

Ratings Rationale

TECO's Baa3 senior unsecured rating is based on the solid credit
quality of its principal subsidiary Tampa Electric and is notched
to reflect the structural subordination of the significant amount
of holding company debt. The rating also reflects the impact of
TECO's non-regulated operations which are profitable and cash flow
generating, but they are smaller and of a lower credit quality
than the company's core Florida utility operations.

Rating Outlook

The stable outlook primarily reflects TECO's core regulated
utility operations along with the unregulated businesses that
provide riskier though still reasonably stable cash flows. The
stable outlook also reflects the significant debt at the parent
level and the company's continuing deleveraging over time.

What Could Change the Rating - Up

TECO's rating could be upgraded if there is a material reduction
of parent company debt or an upgrade of Tampa Electric's ratings.

What Could Change the Rating - Down

TECO's rating could be downgraded if there is a material increase
in parent company debt or deterioration in the performance of the
non-utility investments leading to a sustained deterioration in
credit metrics including CFO pre-WC interest coverage under 3.5x
and CFO pre-WC to debt under 15%. Also, a downgrade could occur if
Tampa Electric's credit ratings are downgraded.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


TEXAS WESLEYAN: Moody's Withdraws 'Ba2' Rating on Revenue Bonds
---------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba2 rating on Texas
Wesleyan University's (TX) Revenue Bonds, Series 1997A which were
issued through the Fort Worth Higher Education Finance
Corporation.  The rating withdrawal follows the redemption of
these bonds.  At this time, Texas Wesleyan University no longer
maintains debt outstanding with a Moody's rating based on its own
credit quality.


THERMADYNE HOLDINGS: S&P Keeps 'B-' Rating on $100-Mil. Add-On
--------------------------------------------------------------
Standard & Poor's Ratings Services said that St. Louis-based
Thermadyne Holdings Corp.'s proposed add-on to the company's
senior secured notes due 2017 is rated 'B-'. The recovery rating
on the notes remains '5', reflecting our expectation for modest
(10%-30%) recovery for lenders in the event of a default.
Thermadyne will use the proceeds to pay its sponsors a dividend.

"Although the completion of the add-on would reduce recovery
prospects by increasing the aggregate amount of senior secured
notes to $360 million, the outcome of our recovery analysis
indicates that recovery prospects would remain in the 10%-30%
range (albeit shifting down slightly from the high end of the
range) synonymous with a '5' recovery rating. The add-on results
in adjusted metrics that are in line with our current
expectations, including debt to EBITDA of about 6x incorporating
the remaining preferred stock that we treat as debt," S&P said.

"The ratings on Thermayne reflect our view of the company's
business risk profile as 'weak' and its financial risk profile as
'highly leveraged' based on our criteria. We believe it will
maintain its leading positions in its markets as a niche
participant in the competitive and cyclical global welding-
equipment industry," S&P said.

Ratings List
Thermadyne Holdings Corp.
Corporate credit rating        B/Stable/--

Senior secured
  $360 mil. notes due 2017      B-
   Recovery rating              5


TOUSA INC: Seeks OK of Settlement of Transeastern Committee Action
------------------------------------------------------------------
BankruptcyData.com reports that TOUSA's conveying subsidiaries,
their official committee of unsecured creditors and Monarch
Alternative Capital (as investment advisor to Monarch Master
Funding), JPMorgan and Bear Stearns filed with the U.S. Bankruptcy
Court a motion for an order approving the partial settlement of
the Transeastern Committee Action.

The settlement agreement requires Monarch to make an immediate
cash payment of $19.5 million to the conveying subsidiaries in
partial settlement of the claims asserted against Monarch,
JPMorgan, Bear Stearns and the Farallon entities in the
Transeastern Committee Action. If a final order is entered in the
against the senior Transeastern lenders awarding the committee
damages in excess of $45 million, Monarch will make an additional
payment of up to approximately $13 million. Monarch and the other
settling Transeastern lenders will be released from their bonding
obligations with respect to the Transeastern Committee Action and
limit their potential liability solely in connection with the
Transeastern Committee Action.

In addition, the parties to the settlement agreement will exchange
mutual releases with respect to the Transeastern Committee Action,
other than with respect to the settlement payments and certain
retained claims provided for under the settlement agreement.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said that it no longer intends to pursue approval of its
liquidation plan because of the pending appeal of its fraudulent
transfer case in the U.S. Court of Appeals for the Eleventh
Circuit.  A district court in February 2011 held that the
bankruptcy judge was wrong in ruling that lenders who were paid
off received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, N.Y., represent
the creditors committee.

Tousa's reorganization plan is on hold either temporarily or
permanently pending appeal to the Court of Appeals from a ruling
by a U.S. district judge in February reversing the bankruptcy
judge.  The district court held that the bankruptcy judge was
wrong in ruling that other lenders who were paid off before
bankruptcy received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  The Tousa committee filed a Chapter 11 plan in July 2010
based on an assumption it would win the appeal.


TRAILER BRIDGE: Hearing on Exclusivity Extensions Set for March 8
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
convene a hearing on March 8, 2012, at 9:30 a.m., to consider
Trailer Bridge, Inc.'s request for exclusivity extensions.

The Debtor asked the Court to extend its exclusive periods to file
and solicit acceptances for the proposed plan of reorganization
until May 14, 2012, and July 17, respectively.

The Debtor relates that the hearing to consider adequacy of the
Disclosure Statement and confirmation of the Plan, amended as of
Feb. 9, is scheduled for March 16, at 10:00 a.m. (Eastern Time).

The Debtor files the motion out of an abundance of caution so that
it may continue to explore options with its creditor constituency
and preserve its exclusive right to file a plan and solicit votes
in the unlikely event that its Plan is not confirmed on March 16,
or if the confirmation hearing be adjourned to a later date.

As reported in the Troubled Company Reporter on Feb. 16, 2012, the
Plan provides that if creditors accept and the plan is technically
proper, secured noteholders owed $86.3 million will receive a new
secured note for $65 million plus some of the new stock, for a
projected 75% recovery.  Unsecured claims, excluding noteholders'
deficiency claims, total $4.5 million to $6.5 million.  Unsecured
creditors are to split up $3.5 million cash.  If they don't take
home a 85% recovery in cash, they also receive some of the new
stock and warrants.  The projected recovery for unsecured
creditors is 65% to 95%.  If unsecured creditors accept the plan
and receive 85% cash, existing shareholders will receive 15 cents
for each old share, or some of the new stock.  The reorganized
company will be financed with a $31 million credit, to be used
partly to make payments under the plan.

                       About Trailer Bridge

Headquartered in Jacksonville, Florida, Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  Kurtzman Carson Consultants LLC
serves as claims, noticing, and balloting agent.  The Debtor
disclosed $97,345,981 in assets, and $112,538,934 in liabilities.
The petition was signed by Mark A. Tanner, co-chief executive
officer.

The Court will hold a combined hearing on the Plan and Disclosure
Statement on March 16, 2012.  The Plan, which was filed in
January, proposes to give noteholders control of the company and
provide some recovery for shareholders.

On Dec. 6, 2011, the U.S. Trustee appointed the Official Committee
of Unsecured Creditors in the Debtor's case.


TRAILER BRIDGE: Wants Until June 13 to Assume or Reject Leases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
convene a hearing on March 8, 2012, at 9:30 a.m., to consider
Trailer Bridge, Inc.'s request to extend the time to assume or
reject unexpired leases of nonresidential real property.

The Debtor requested that the Court extend until June 13, its time
to assume or reject the leases.  Absent the extension, the
Debtor's lease decision period will expire March 15.

The Debtor related that among other things, it is in the process
of soliciting votes for the proposed Plan and the confirmation
hearing is set for March 16.  As part of the Plan confirmation
process, the Debtor intends to seek to assume or assume and assign
certain of the leases.

                       About Trailer Bridge

Headquartered in Jacksonville, Florida, Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  Kurtzman Carson Consultants LLC
serves as claims, noticing, and balloting agent.  The Debtor
disclosed $97,345,981 in assets, and $112,538,934 in liabilities.
The petition was signed by Mark A. Tanner, co-chief executive
officer.

The Court will hold a combined hearing on the Plan and Disclosure
Statement on March 16, 2012.  The Plan, which was filed in
January, proposes to give noteholders control of the company and
provide some recovery for shareholders.

On Dec. 6, 2011, the U.S. Trustee appointed the Official Committee
of Unsecured Creditors in the Debtor's case.


TRIBUNE CO: Seeks Further Extension of Rule 4(m) Deadline
---------------------------------------------------------
The Official Committee of Unsecured Creditors asks the Court to
further extend the time by which it must complete service
pursuant to Rule 4(m) of the Federal Rules of Civil Procedure on
defendants in the adversary proceeding captioned Tribune Company
v. FitzSimons, et al, through and including July 2, 2012.

The Creditors' Committee made the request before its March 1,
2012 deadline to complete service upon defendants in the
FitzSimons Action.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, states that the current posture of the Debtors'
bankruptcy cases presents circumstances that provide good cause
for extending the deadline to serve the defendants.  Under the
DCL Plan, the Reorganized Debtors will ultimately succeed as
plaintiffs to the Preference Complaints.  The Reorganized Debtors
will have ample reasons to carefully formulate an approach to the
prosecution or settlement of the Preference Complaints, taking
into consideration, among other things, that many of the
Professional Defendants and Insider Defendants will have
important material, ongoing relationships with the Reorganized
Debtors, he notes.

As of this time, all of the parties' efforts have been focused on
the critical task at hand: confirming a plan of reorganization
that will facilitate the Debtors' orderly exit from bankruptcy
and possibly eliminate, reduce or moot the claims set forth in
the Preference Complaints, Mr. Landis points out.  Against this
backdrop, immediate prosecution by the Creditors' Committee of
the Preference Complaints against the Defendants could result in
the needless expenditure of the estates' resources that may not
ultimately result in additional recoveries for creditors, he
asserts.  Because prosecution of the Preference Complaints has
been stayed, and is likely to be stayed further at least until
the Court enters a confirmation order, the defendants will not be
prejudiced by receiving service of this litigation after March 1,
2012, he assures the Court.

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: Files Objection to Marta Waller's Claims
----------------------------------------------------
Tribune Co. and its affiliates object to, and ask the Court to
disallow, Claim Nos. 263 and 4411 asserted against Tribune Company
by Marta Waller.

Ms. Waller has failed to assert any facts or allegations that
would support valid right to payment from Tribune under
applicable non-bankruptcy law, much less that Ms. Walker is
entitled to the $5,000,000 she seeks from Tribune, according to
the Debtors.  The Claims substantively duplicate a subsequently-
filed proof of claim, assigned Claim No. 4412, asserted by Ms.
Waller against Debtor KTLA, Inc., the Debtors point out.

The Claims are based on a "wrongful termination" by KTLA of its
contract with Persistence Pays, Inc., a corporation affiliated
with Ms. Waller.  Thus, any claim that may be asserted against
Tribune or KTLA on account of Ms. Waller's contract with PPI
should have properly been asserted by PPI, but PPI failed to
timely file a claim, the Debtors tell the Court.

                        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: LA Times Objects to V. Comparsi's $1.56MM Claim
-----------------------------------------------------------
Tribune Co. and its affiliates object to, and ask the Court to
disallow, Claim No. 3589 asserting $1,560,043 filed against Los
Angeles Times Communications LLC by Vincent Comparsi.

Michael Bourgon, Vice President of Tribune Company, says neither
LATC nor any of the other Debtors have any liability for the
Claim because it Claim may be asserted only against the Tribune
Company Cash Balance Pension Plan, which is not a Debtor.  Mr.
Bourgon tells the Court that the Claim has been received and
denied by the Tribune Company Employee Benefits Committee, which
has the exclusive authority to review benefits claims made
against the Pension Plan and to make determinations regarding
those claims, in accordance with the terms of the Pension Plan
and the Employee Retirement Income Security Act of 1974.

Mr. Comparsi has all available remedies under the Pension Plan
and ERISA to appeal that denial in the appropriate non-bankruptcy
forum, the Debtors assert.

                         *     *     *

The Court sustained the Debtors' objection to the Claim.  The
Claim is hereby disallowed and expunged.  The Court entered the
order after a certification of no objection was filed.

                        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)


TRONOX INC: Anadarko Says Bankr. Court Can't Rule on Claims
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Anadarko Petroleum Corp. and Kerr-McGee Corp. trotted
out another defense intended to blunt a trial scheduled for May in
U.S. Bankruptcy Court in which Tronox Inc. is suing to recover
environmental remediation costs it was given when spun off in
March 2006 from Kerr-McGee.

According to the report, in papers filed on March 2, Kerr-McGee
and Anadarko latched on to a ruling from the U.S. Supreme Court
last June and said they don't consent to allowing the bankruptcy
judge to make a final ruling on fraudulent transfer claims.  They
contend that Stern v. Marshall from the Supreme Court means that
bankruptcy judges don't have constitutional power to make final
rulings on fraudulent transfer claims against creditors.

In a ruling in January saying there is no cap on damages that
Anadarko and Kerr-McGee might have to pay, the bankruptcy judge in
New York said one method would come up with damages of as much as
$15.5 billion.

The lawsuit is Tronox Inc. v. Anadarko Petroleum Corp. (In re
Tronox Inc.), 09-1198, Bankr. S.D.N.Y. (Manhattan).

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TUBE CITY: Moody's Raises Corp. Family Rating to 'Ba3'
------------------------------------------------------
Moody's Investors Service upgraded Tube City IMS Corporation's
("TCIMS") Corporate Family Rating ("CFR") and Probability of
Default Rating to Ba3 from B1.  In a related action, Moody's also
assigned a B1 rating to the company's proposed $300 million term
loan facility due 2019.  Proceeds from the proposed facility along
with some draw on a revolver and cash from the balance sheet are
expected to be used to refinance the existing term loan due 2014
and a portion of subordinated notes due 2015. The rating outlook
is stable.

The following ratings/assessments have been affected:

- Corporate Family Rating, Ba3 from B1;

- Probability of Default Rating, Ba3 from B1;

- Proposed Secured Term Loan due 2019 assigned B1 (LGD4, 63%)

- Existing Senior Secured Letter of Credit Facility affirmed at
   Ba3 (LGD3, 42%)*;

- Existing Senior Secured Term Loan affirmed at Ba3 (LGD3,
   42%)*; and

- Existing Senior Subordinate Notes affirmed at B3 (LGD 5,
   79%)**.

* Ratings will be withdrawn at the completion of the refinancing
  transaction.

** Ratings will be withdrawn if vast majority of the existing
   debt is repaid.

SGL affirmed at SGL-2.

The rating outlook is stable.

Ratings Rationale

The upgrade to Ba3 CFR recognizes the reduced leverage and
interest expense, and TCIMS' favorable debt maturity profile pro-
forma for the transaction. In addition, a material number of new
contract wins in recent months that essentially improve the base-
level EBITDA generation ability of TCIMS, and our expectation that
steel industry capacity utilization would remain at least in 70-
75% range over the next year also support the upgrade. The
company's ratings also recognize improved operating performance
resulting from better steel industry fundamentals and capacity
utilization rates, and increase in revolver size and borrowing
base. Moody's expects that the new business wins and TCIMS'
business model which allows for fixed fees, tiered pricing, and
highly variable cost structure should continue to sustain strong
operating results over near to intermediate term even if macro
economic uncertainties pressure the capacity utilization rates
somewhat from their current levels. However, the modest absolute
size of the value added revenues portion (defined as sales minus
raw materials cost), customer concentration, modest tangible
assets, significant capital expenditure requirements, and
company's dependence on volatile and highly cyclical domestic
steel industry hinder upward rating momentum.

Moody's rated the proposed $300 million senior secured term loan
at B1, one notch below the CFR, due to the size of TCIMS' new
asset-based loan (ABL) revolver (unrated), the amount of
collateral the revolver will have first lien on, and the likely
absence of material amount of junior debt post refinancing. In
addition to its already existing first lien interest in accounts
receivable and inventory, according to the terms of the proposed
term loan credit agreement the revolver will obtain first lien
security interest in equipment. We note that the $350 million ABL
facility due 2016 was put in place in December 2011, and replaced
a $165 million revolver.

"The stable outlook reflects our expectation that the company to
be able to sustain Debt/EBITDA less than 3x and EBIT/interest over
2.75x. The outlook also anticipates that TCIMS should generate
sufficient operating cash flow to cover its capital expenditures
over the next twelve months even in the case of a modest decline
in utilization rates, and maintain a liquidity position sufficient
to support its operations. Further rating upgrade is unlikely
currently. However, we could consider a positive rating action
with the expectation for improved customer and geographical
diversity, materially bigger revenue base, and adherence to
maintaining a relatively conservative leverage profile. We could
consider a negative outlook or downgrade with expectation for a
meaningful decline in site level margins, debt leverage above
3.5x, deterioration in liquidity, or sustained negative free cash
flow," Moody's says.

The principal methodology used in rating Tube City IMS Corporation
was the Global Steel Industry Methodology published in January
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Tube City IMS Corporation, headquartered in Glassport,
Pennsylvania, is a leading provider of on-site steel mill services
such as material handling, scrap management, metal recovery and
slag processing. For 2011, sales were approximately $2.7 billion,
and revenues net of the material costs were approximately $549
million.


UNISOURCE ENERGY: Moody's Assigns Ba1 Sr Domestic Currency Rating
-----------------------------------------------------------------
Moody's Investors Service's current ratings on UniSource Energy
Corporation and its affiliates are:

Senior Secured Bank Credit Facility domestic currency rating of
Ba1

Tucson Electric Power Company

Senior Secured Bank Credit Facility domestic currency rating of
Baa1

Senior Unsecured domestic currency rating of Baa3

LT Issuer Rating of Baa3

Senior Unsec. Shelf domestic currency rating of (P)Baa3

UNS Gas, Inc.

BACKED Senior Unsecured domestic currency rating of Baa3

UNS Electric, Inc.

Senior Unsecured Bank Credit Facility domestic currency rating
of Baa3

BACKED Senior Unsecured domestic currency rating of Baa3

BACKED Senior Unsecured Bank Credit Facility domestic currency
rating of Baa3

Ratings Rationale

Based on factors in Moody's August 2009 Rating Methodology for
Regulated Electric and Gas Utilities (the Methodology), UNS's Ba1
senior unsecured rating is driven by the challenging regulatory
environment in Arizona, investment grade credit metrics and TEP's
relatively concentrated service territory.  The rating recognizes
the structural subordination of the UNS credit facility compared
to the Baa3-rated senior unsecured debt at UNS' utility
subsidiaries.

Rating Outlook

UNS' stable outlook reflects Moody's expectation of continued
stable cash flows at its utilities, reasonably timely recoveries
of fuel and purchased power costs and credit metrics remaining
strong for its rating and somewhat offsetting the still
challenging regulatory environment in Arizona. The stable outlook
assumes that planned capital expenditures will be financed in a
manner that is consistent with UNS' current financial position.

What Could Change the Rating - Up

UNS' ratings is unlikely to be revised over the near-term. An
upgrade is possible if the Arizona regulatory environment
improves, such that the lag on investment recovery reduced
significantly and Arizona would be considered in-line with the
U.S. average for electric utilities. Upward pressure could also
occur if there is an improvement in credit metrics, including cash
flow to debt above 22% at TEP and 18% at UNS, on a sustainable
basis.

What Could Change the Rating - Down

The ratings or outlook could be revised downward if UNS' utilities
experience prolonged operational difficulties or increased costs,
or their regulatory framework were to be less supportive, causing
UNS' credit metric to fall below low-Baa levels, for example, if
consolidated cash flow to debt fell below 13% for an extended
period.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


UNITED RETAIL: Versa-Led Auction Set for March 23
-------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized United Retail Group,
Inc., et al., to sell substantially all of their assets in an
auction led by Ornatus URG Acquisition LLC, an affiliate of Versa
Capital Management, LLC; or liquidate their merchandise.

The Debtors scheduled a March 23, 2012 auction for the assets.
The preliminary bid deadline is set for March 15, at 5:00 p.m.
Qualified bid deadline is set for March 20, at 5:00 p.m.

The Court will consider the sale of the assets to Versa or the
winning bidder at an April 3, hearing.  Objections, if any, to any
transactions contemplated by the APA or to entry of the sale
order March 16, at 5:00 p.m.  The auction objection deadline is
set for March 28, at 5:00 p.m.  March 22, at 11:00 p.m. is the
deadline for filing a response to any timely-filed objection.

In the event of any competing bids for the assets, resulting in
Versa not being the successful Buyer, it will receive a breakup
fee of $1,200,000 to be paid at the time of the closing of the
sale with such third party buyer.

As reported in the Troubled Company Reporter on Feb. 13, 2012,
subject to higher and better offers at an auction, the Debtors
asked the Court to approve the sale of substantially all of the
assets of any or all of their stores, including related leases, on
a going concern basis pursuant to the terms of an Asset Purchase
Agreement, dated as of Feb. 1, 2012, by and among the Debtors,
their parent Redcats USA Inc., and Ornatus URG Acquisition LLC, an
affiliate of Versa Capital Management, LLC.

The Versa deal is valued at roughly $83.5 million.

The Debtors also propose to hand over to the Versa unit the right
to act as liquidating agent in connection with the disposition of
merchandise contained in any of the Stores that cannot be sold on
a going concern basis pursuant to the terms substantially set
forth in a Sales Agency Agreement, dated as of Feb. 1, 2012, by
and among the Debtors, the Stalking Horse Bidder, and Versa.

The Debtors will also assume and assign certain executory
contracts and unexpired leases to the Buyer.

The sale proceeds will be used first to repay the Debtors'
obligations under the Wells Fargo DIP facility.  Wells Fargo has a
first-priority in substantially all of the Debtors' assets.  Wells
Fargo's consent to the Sale was conditioned on this right.

Under the deal with Versa, the Buyer agrees to pay:

    (A) an amount in cash paid by the Buyer sufficient to
        satisfy:

        * an amount equal to the outstanding funded obligations
under the Debtors' DIP Financing as of the Closing, not to exceed
$15,000,000 (or, in the event that a letter of credit is drawn
under the DIP Financing, $16,850,000) plus the amount, if any, by
which administrative and priority claims are less than
$11,100,000;

        * payment in cash as and when such amounts become due, on
behalf of the Sellers, for wind-down costs in an amount not to
exceed $2,000,000;

        * $500,000 to the holders (other than Redcats USA and its
affiliates) of unsecured claims that are not the assumed
liabilities);

        * payment to holders (other than RUSA and its affiliates)
of administrative and priority claims as of the Closing in an
amount not to exceed $11,100,000 plus, the amount, if any, by
which the outstanding funded obligations under the DIP Financing
are less than $15,000,000 (or, in the event that the Specified
LC is drawn under the DIP Financing, $16,850,000); and

        * payment, on behalf of the Sellers, to Redcats Asia,
Ltd. for trade payables in an amount not to exceed $2,200,000;

    (B) a credit bid of all or a portion of the secured
        obligations of the Sellers held by the Buyer; and

    (C) the assumption by the Buyer of certain liabilities.

As a prerequisite to the Buyer's obligation to effect the Closing
and pay the Purchase Price, Redcats USA will pay to the Buyer in
cash at the Closing $20,000,000 multiplied by a fraction -- the
numerator of which is the number of Leases designated by the Buyer
to be Assumed Contracts as of the Closing Date, and the
denominator of which is 300 (provided, however, that in the event
that the Buyer has designated more than 300 Leases to be Assumed
Contracts as of the Closing Date, the Initial Payment will be
$20,000,000, and, for the avoidance of doubt, there will not be
any Subsequent Payment -- to fund the Buyer's payment obligations
under the asset purchase agreement and post-Closing working
capital for the Business, such payment being made in consideration
of the Buyer's plan to continue to operate the Business as a going
concern.

The Debtors are obligated to pay the Buyer a $1.2 million Break-Up
Fee in the event a sale is closed with a rival bidder.

The deal may be terminated if, among other things, a Sale Order
does not become a Final Order within 60 days after the entry of
the Bidding Procedures Order.

                     Wells Fargo's Objection

Wells Fargo Bank, National Association, as agent to the DIP
lenders, objected to the Debtors' motion to approve bidding
procedures.

According to the Wells Fargo, under the terms of the $40 million
senior secured revolving credit facility, it would violate the DIP
loan documents and constitute an event of default, if the Court
entered an order which, among other things, permitted any "break
up fee to have administrative priority claim status equal to the
superpriority claim status granted to Wells Fargo under the DIP
order, unless the break up fee was payable from the proceeds of a
sale transaction that would be utilized to pay in full at closing
all DIP obligations owing under the DIP loan documents.

                     About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

United Retail has arranged a $40 million Debtor-in-Possession
facility from its existing revolving credit lender, Wells Fargo,
to provide sufficient working capital for Avenue to continue to
operate the business as usual.  Wells Fargo is represented in the
case by Jonathan N. Helfat, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.


UNITED SURGICAL: Moody's Rates US$440MM New Notes at '(P)Caa1'
--------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)B1 rating to
both United Surgical Partners International, Inc. ("USPI")
proposed $125 million senior secured revolver and $330 million
first lien term loan. Moody's also assigned a (P)Caa1 rating to
USPI's proposed $440 million senior unsecured notes. The company's
existing $503 million term loan B rating will be lowered to B1
from Ba3, upon completion of the transaction and the Ba3 rating on
its existing $80 million revolver will be withdrawn, at that time.
Moody's also affirmed the Corporate Family and Probability of
Default Rating at B2 and assigned a Speculative Grade Liquidity
Rating of SGL-2. Approximately, $375 million of the existing term
loan B will be extended to 2017 from 2014, with the remaining $128
million maturing in 2014.

The proceeds will be used to refinance about $454 million of
USPI's existing debt, pay a special dividend to equity holders of
approximately $270 million and cover transaction and financing
expenses.

As part of the transaction, USPI will spin-out its U.K. operations
to equity holder Welsh, Carson, Anderson & Stowe. The U.K.
operations represent about 18% of USPI's combined revenues. Going
forward, Moody's views the spin-off favorably as it will eliminate
the company's cash commitment required to sustain its growth. Over
the past few years, the cash outlay averaged about $32 million
annually. Moody's does recognize that the U.K. operations had
provided USPI with both geographic diversity -- although modest at
only 6 centers -- and scale.

Following is a summary of Moody's rating actions.

United Surgical Partners International, Inc.

Ratings assigned:

- $125 million senior secured revolving credit facility due 2017
   at (P)B1 (LGD 3, 34%)

- $330 million first lien term loan due 2019 at (P)B1 (LGD 3,
   34)

- $440 million senior unsecured notes due 2020 at (P)Caa1 (LGD
   5, 87%)

- $375 million term loan B at B1 (P)(LGD 3, 34%)

- Speculative Grade Liquidity Rating at SGL-2

Ratings to be Lowered:

- $128 million term loan B to B1 (LGD 3, 34%) from Ba3 (LGD 2,
   27%)

Ratings affirmed:

- Corporate Family Rating at B2

- Probability of Default Rating at B2

Ratings to be withdrawn upon completion of the refinancing:

- $80 million senior secured revolver at Ba3 (LGD 2, 25)

- $240 million senior subordinated notes at Caa1 (LGD 5,82%)

- $197 million senior subordinated notes at Caa1 (LGD 5,82%)

Ratings Rationale

USPI's B2 Corporate Family Rating reflects its considerable
financial leverage, ongoing challenges associated with the economy
and high unemployment which have resulted in an overall reduced
number of ASC visits. Also, with the proposed spin-out of its U.K.
operations, USPI's revenue will shrink by about 18%, which had
helped contribute to diversifying its revenue stream
geographically. While Moody's believe that over the long term
demand for ASCs will grow, reimbursement rates may ultimately
moderate. The rating also reflects Moody's expectation that the
company will continue to prioritize acquisitions in lieu of
deleveraging and maintain a shareholder oriented financial policy
as demonstrated by the recent $270 million dividend to
shareholders.

Alternatively, the ratings are supported by the company's ability
to generate good free cash flow, the relatively stable near term
reimbursement environment and the longer term favorable prospects
for the ASC industry. The ratings are also supported by the
company's leading position in a fragmented and growing -- but also
competitive -- healthcare segment.

The stable outlook reflects Moody's expectation that the company
should continue to see positive operating results characterized by
strong margins and steady cash flow generation.  However, Moody's
believes that cash flow will likely be used for additional growth
and development instead of debt repayment, although, Moody's
expects the company will deleverage to about 6.5 times by the end
of fiscal 2012, primarily by EBITDA growth. The outlook also
reflects Moody's expectation that volume growth may continue to be
soft in the near term but that increases in revenue per case and
the contribution from newly developed facilities should continue
to contribute to overall revenue growth.

Should the company reduce and sustain adjusted leverage below 5.5
times and shift its financial policy to one of a more creditor
friendly orientation, the ratings could be upgraded.
Additionally, Moody's would expect to see a continuation of strong
cash flow metrics with adjusted operating and free cash flow
coverage of debt approximating 10% and 5%, respectively.

The ratings could be downgraded if the company increases leverage
on a sustained basis above 7 times, either for acquisitions or
shareholder initiatives or if free cash flow to debt were to
become negative.

The principal methodology used in rating United Surgical Partners
International, Inc. was the Global Healthcare Service Providers
Industry Methodology published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

United Surgical Partners International, Inc. (USPI), headquartered
in Dallas, TX, owns and operates ambulatory surgery centers (ASCs)
and surgical hospitals in the United States and Europe. At
December 31, 2011, the company operated 206 short-stay surgical
facilities. Of the 206 facilities, USPI consolidates the results
of 58 facilities and accounts for 138 facilities under the equity
method of accounting. Of the 206 total facilities, 200 are located
in the US and six are located in the United Kingdom. The majority
of the company's US facilities are jointly owned with local
physicians and not-for-profit healthcare systems.


VIKING SYSTEMS: Incurs $2.9 Million Net Loss in Full Year 2011
--------------------------------------------------------------
Viking Systems, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
applicable to common shareholders of $2.92 million on
$10.77 million of sales for the year ended Dec. 31, 2011, compared
with a net loss applicable to common shareholders of $2.43 million
on $8.04 million of sales during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $5.44 million
in total assets, $2.67 million in total liabilities and $2.76
million in total stockholders' equity.

Jed Kennedy, President and CEO of Viking Systems said, "2011 was a
record sales year for Viking Systems.  We placed more of our new
3DHD Vision Systems during 2011 than any two years of combined
placements for our previous generation 3D product.  We believe the
fact that this was done during a very challenging global financial
climate is a testament to the potential we see developing for this
technology."

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

                        http://is.gd/FhrTAi

                       About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

The report of Squar, Milner, Peterson, Miranda & Williamson, LLP,
on the Company's Annual Report did not contain a "going concern
qualification."

The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated February 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern.  Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010.  "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.


VOICES OF FAITH: Creditors' Proofs of Debt Due March 20
-------------------------------------------------------
Voices of Faith Ministries Inc.'s creditors must file their proofs
of claim not later than March 20, 2012.  June 4, 2012 is the bar
date to file governmental unit claims.

Voices of Faith Ministries, Inc., based in Stone Mountain,
Georgia, filed for Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No.
11-85028) on Dec. 5, 2011.  The petition was signed by Gary
Hawkins, Sr., CEO.  The Debtor has hired Moore Law Group LLC and
Geiger Law LLC as co-bankruptcy counsel.


WEIRTON MEDICAL: Moody's 'Ba3' Bond Rating for Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service has placed the Ba3 underlying rating
assigned to Weirton Medical Center (WMC) on Watchlist for
potential downgrade affecting $20.3 million of rated bonds
outstanding. The Watchlist action is based on continued losses,
cash decline, and heightened credit pressures with a debt
structure that has 50% variable rate demand bonds. Based on
unaudited seven months of fiscal year (FY) 2012 financial results,
WMC is posting a notably larger than anticipated operating loss of
$10.5 million and cash flow deficit of $7.9 million following an
operating loss of $2.5 million and cash flow generation of $4.3
million in FY 2011. In October 2011, the board chose to terminate
earlier than planned the management contract with Quorum Health
Resources, which was entered into for two years in May 2010 to
help turnaround operations. Management has since hired a new CFO
and chief nursing officer to assist with turnaround operations.

Moody's expects to complete the review within 90 days or earlier
and after speaking with management in the coming weeks to discuss
turnaround plans and status of letter of credit bank agreement and
covenant and repayment provisions.

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


WILLBROS GROUP: S&P Lowers Corporate Credit Rating to 'B-'
----------------------------------------------------------Standard
& Poor's Ratings Services lowered its ratings on Houston-based
engineering and construction company Willbros Group Inc.,
including the corporate credit rating, to 'B-' from 'B'. "At the
same time, we placed the ratings on CreditWatch with negative
implications," S&P said.

"The downgrade reflects our concerns about a potential covenant
violation, weak credit protection measures, pending litigation,
and upcoming debt maturities," said Standard & Poor's credit
analyst Sarah Wyeth. "The CreditWatch reflects our opinion that
the company is at risk of a covenant violation if it does not
meaningfully improve EBITDA or sell assets."

"The ratings on Willbros reflect Standard & Poor's assessment of
the company's 'weak' business risk profile and 'highly leveraged'
financial risk profile, as our criteria define the terms. Willbros
provides engineering, construction, and other services to the oil
and gas market and to the North American utility and distribution
market," S&P said.

"The cyclical nature of the company's end markets and thin margins
can significantly erode operating results during a downturn. And
projects in the engineering and construction services sector
involve inherent industry risks, particularly economic risks in
Willbros' upstream markets and the potential for cost overruns in
the execution of fixed-price contracts," S&P said.

"We view the company's liquidity as 'less than adequate' under our
criteria," Ms. Wyeth said. "The company has minimal headroom under
its financial covenants, and its $32 million in convertible notes
mature in December 2012."


WYNN LAS VEGAS: Fitch Rates $900-Mil. Mortgage Notes at 'BB+'
-------------------------------------------------------------
Fitch Ratings rates Wynn Las Vegas, LLC's (Wynn Las Vegas) $900
million first mortgage notes due 2022 'BB+'.  Wynn Resorts, Ltd.'s
(Wynn Resorts) and its primary subsidiaries' (Wynn Las Vegas and
Wynn Resorts [Macau], SA) Issuer Default Ratings (IDR) are 'BB'.
All of the IDRs are linked. The Rating Outlook is Stable.

The proceeds from the notes will repay the amount outstanding on
Wynn Las Vegas' credit facilities, which was $370.8 million as of
Dec. 31, 2011.  The $109 million in commitments under the
revolving credit facility maturing 2013 will be terminated
following the transaction and the $258 million in commitments
under the revolver maturing in 2015 will be reduced to $100
million.

The 2022 first mortgage notes will be pari passu with Wynn Las
Vegas' existing first mortgage notes maturing 2017 and 2020 and
the senior secured credit facility.  The notes and the credit
facility are secured by substantially all assets of the Wynn Las
Vegas and Encore resorts in Las Vegas.  The collateral on the
notes could potentially be released should the credit facility
lenders agree to release their collateral.  The risk of collateral
being released is increased now with the credit facility being
reduced to $100 million in commitments.

The covenants are in-line with the existing notes.  Additional
debt is limited by a 2 times (x) fixed-charge covenant.  There are
some notable carveouts including $1 billion that can be drawn on a
credit facility.  The same 2x coverage test governs restricted
payments (RP), which are limited by a RP basket.  Per the 2022
note's indenture, the RP basket will be based on the Consolidated
Cash Flow (essentially EBITDA) minus 1.4x Fixed Charges, which is
a departure from the RP basket being based on 50% of net income in
the prior indentures.  Also, management fee payments to the parent
are permitted per the indenture so long as there is no default.
The prior indentures required the fees to be accrued while
leverage was above a certain threshold (3.5x on net basis for
older indentures).

No material impact on the IDR:

About $530 million of the bond proceeds will remain on Wynn Las
Vegas' balance sheet, and so debt will increase at the subsidiary
level by the same amount.  With the consolidated EBITDA (minus
minority interest and corporate expense) for the latest 12 month
period (LTM) ending Dec. 31, 2011 at approximately $1.34 billion,
pro forma leverage is expected to increase by about 0.4x to about
4.2x.  At the Las Vegas level, LTM EBITDA after corporate expense
is around $412 million hence leverage will increase by 1.3x to
about 7.5x.

Pro forma interest coverage by EBITDA will be approximately 4.4x
on a consolidated basis and 1.7x at Wynn Las Vegas.

The credit metrics on a consolidated basis remain consistent with
the 'BB' IDR, particularly considering that the Rating Outlook was
revised to Stable from Positive on Feb. 22, 2012.  The Outlook
revision reflected the issuance of the $1.9 billion promissory
note and concerns related to the dispute with Kazuo Okada.

Improved liquidity at the subsidiary level:

The transaction improves Las Vegas subsidiary's liquidity by
increasing available liquidity and by further pushing out the
maturity profile.  The proceeds from the transaction will more
than offset $267 million in reduced commitments under the
company's existing revolving credit facilities.  Pro forma
liquidity at Wynn Las Vegas is expected to be nearly $800 million
and will consist of $100 million in available capacity under the
revolver maturing 2015 and roughly $695 million in cash net of
estimate cage cash.  Besides the undrawn 2015 revolver, next debt
maturity will be in 2017 when $500 million of 7.875% first
mortgage notes will be coming due.

Fitch expects the cash to remain on the subsidiary's balance sheet
since RPs are limited by the subsidiary's RP basket, which grows
at 50% of net income per the existing indentures and the credit
agreement.  Fitch expects Wynn Las Vegas' net income to remain
negative for the foreseeable future.

Fitch currently rates Wynn Resorts and its subsidiaries as
follows:

Wynn Resorts, Ltd. (Wynn Resorts)

  -- IDR 'BB'.

Wynn Las Vegas, LLC (Wynn LV LLC)

  -- IDR 'BB';
  -- Senior secured bank credit facility 'BB+';
  -- Senior secured first mortgage notes (FMNs) 'BB+'.

Wynn Resorts (Macau), SA (Wynn Macau SA)

  -- IDR 'BB';
  -- Senior secured bank credit facility 'BBB-'.


YANKEE CANDLE: Moody's Rates Proposed $580MM Loan at 'Ba3'
----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Yankee Candle
Company, Inc.'s ("Yankee Candle") proposed $580 million senior
secured term loan. Concurrently, Moody's affirmed the B2 Corporate
Family and Probability of Default Ratings of Yankee Candle's
indirect parent company, YCC Holdings LLC's ("YCC"). YCC's SGL-3
Speculative Grade Liquidity Rating was also affirmed. The ratings
outlook is stable.

Proceeds from the proposed term loan will be used in conjunction
with balance sheet cash to refinance Yankee Candle's existing $388
million Term Loan B due February 5, 2014 and $180 million of its
$325 million senior unsecured notes due 2015, and to pay related
fees and expenses.

Moody's took the following rating actions on YCC:

- Corporate Family Rating affirmed at B2.
- Probability of Default Rating affirmed at B2.
- Speculative Grade Liquidity Ratings affirmed at SGL-3.
- $315 million senior subordinated notes due 2016 affirmed at
   Caa1 (LGD6, 91%) from (LGD6, 90%).

Moody's took the following rating actions on Yankee Candle:

- $580 million senior secured term loan due 2019 assigned at Ba3
   (LGD2, 29%).

- $325 senior notes due 2015 affirmed at B2 (LGD4, 54%). These
   notes will likely be downgraded to B3 (LGD4, 62%) upon
   completion of the transaction, reflecting the significant
   increase in structurally senior debt in the capital structure.

- $188 million subordinated notes due 2017 affirmed at B3 (LGD5,
   77%) from (LGD5, 76%).

Moody's also affirmed the following ratings on Yankee Candle.
These ratings will be withdrawn upon completion of the
transaction:

- $140 million secured revolving credit facility due 2013 at Ba2
   (LGD2, 15%).

- $388 million senior secured term loan due 2014 at Ba2 (LGD2,
   15%).

Ratings Rationale

YCC Holdings' B2 Corporate Family Rating reflects its high debt
load and weak credit metrics, with pro forma debt/EBITDA of about
6.5 times for the year ended December 31, 2011. The company's high
debt stems from the 2007 debt-financed acquisition of the company
and a 2011 debt-financed dividend. The rating also reflects the
company's limited overall scale relative to the broader global
retail industry and its narrow product focus on the premium
scented candle category. Supporting the rating are Yankee Candle's
solid market position and breadth of distribution across its own
retail business and sizable wholesale business. The company has
demonstrable brand strength evident in its very high operating
margins which compare favorably to best-in-class consumer product
companies. Yankee Candle has shown resiliency in the recent weak
economic environment, with positive free cash flow and debt
reduction. Upon closing of the transaction, YCC's liquidity is
expected to remain adequate, as reflected in the SGL-3 Speculative
Grade Liquidity Rating.

The stable rating outlook reflects our expectation that the
company will be able to maintain top-line and operating margin
stability, while at the same time maintaining its focus on cash
generation and debt repayment. The outlook also assumes that the
company maintains adequate liquidity.

YCC's ratings could be downgraded if it is unsuccessful in
extending its debt maturity profile over the very near term. Its
current $140 million revolving credit facility is due to expire on
February 6, 2013, and it current $388 million term loan matures on
February 6, 2014. Near term refinancing risk aside, YCC's ratings
could be downgraded if it experiences negative trends in sales and
operating margins that cause credit metrics to erode. Specific
metrics include debt/EBITDA sustained above 6.5 times or
EBITA/interest below 1.3 times.

Factors that could result in an upgrade include sustained growth
in revenue and operating earnings, significant debt reduction and
maintenance of financial policies that sustainably support lower
leverage. Quantitatively, ratings could be upgraded if debt/EBITDA
was sustained below 5.5 times and EBITA/interest maintained above
1.75 times.

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

YCC Holdings LLC is headquartered in South Deerfield,
Massachusetts. Operating through its indirect operating
subsidiary, The Yankee Candle Company, Inc., YCC is the largest
designer, manufacturer, and distributor of premium scented candles
in the U.S. Annual revenues exceed $785 million. The company is
owned by affiliates of Madison Dearborn Partners, LLC ("MDP") and
members of management.


YANKEE CANDLE: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on South Deerfield, Mass.-based The Yankee Candle
Co. Inc.

"At the same time, we assigned our 'BB-' issue-level rating (two
notches higher than the corporate credit rating) to Yankee
Candle's proposed $580 million term loans due 2019. The recovery
rating is '1', indicating our expectation for very high (90% to
100%) recovery in the event of a payment default. The net proceeds
of this offering along with the company's new ABL (unrated) are
intended to refinance the existing term loan and asset-based
lending revolving credit facility and to retire about $180 million
of the senior unsecured notes due 2015. We will withdraw our
rating on the existing term loan after the transaction closes in
March," S&P said.

"We also lowered the issue-level rating on the company's 8.5%
senior unsecured notes due 2015 to 'CCC+' from 'B'. We revised the
recovery rating on this debt to '6', indicating our expectation
for negligible (0 to 10%) recovery in the event of a payment
default, from '3'. We revised the recovery rating based on the
increased-priority obligations ahead of the senior unsecured
notes," S&P said.

"The 'CCC+' ratings and '6' recovery ratings on Yankee Candle's
existing senior subordinated notes and senior PIK Toggle notes
remain unchanged," S&P said.

"The outlook is stable. About $1.4 billion of total debt
(including our standard adjustments) is outstanding pro forma for
the refinancing," S&P said.

"Standard & Poor's ratings reflect our assessment of Yankee
Candle's 'highly leveraged' financial risk profile and 'weak'
business risk profile. Yankee Candle's current credit measures are
reflective of indicative ratios corresponding to a highly
leveraged financial profile for the 12 months ended Dec. 31, 2011,
including a ratio of debt to EBITDA of over 5x, and a ratio of
funds from operations (FFO) to total debt of less than 12%. We
estimate Yankee Candle's adjusted total debt to EBITDA (pro forma
for the refinancing, notes repayment, and our standard
adjustments) is high, at about 6.8x," S&P said.

"Key credit factors in our analysis of Yankee Candle's business
risk profile include a narrow product focus, significant earnings
seasonality, and the discretionary nature of its products. We also
considered its strong market position and leading brand in the
premium scented candles market," S&P said.

"We expect Yankee Candle to maintain adequate liquidity, sustain
current operating performance levels, and continue to use its free
cash flow to reduce debt," said Standard & Poor's credit analyst
Stephanie Harter. "We expect the company to improve credit
measures over the near term, including leverage approaching 6x and
EBITDA interest coverage close to 2x by the end of fiscal 2012 to
maintain the stable outlook. We would consider lowering the rating
if operating performance and credit measures weaken with leverage
closer to 7x and/or if the company pursues a more aggressive
financial policy."


YELLOWSTONE MOUNTAIN: $375MM Malpractice Suit vs. Garlington Nixed
------------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that a Montana
federal judge on Monday threw out a $375 million malpractice suit
the co-founder of the Yellowstone Club resort brought against his
former attorney, saying he had failed to seek leave from his
bankruptcy court proceedings before filing a complaint.

According to Law360, Timothy Blixseth sued Garlington Lohn &
Robinson PLLP and Patten Peterman Bekkedahl & Green PLLC in June,
claiming they used information gained through earlier
representations of him to pin the resort's bankruptcy on him.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.


* Straddling Taxes Are Pre-Bankruptcy, 5th Circuit Rules
--------------------------------------------------------
Bloomberg News' bankruptcy columnist Bill Rochelle reports the
U.S. Court of Appeals in Cincinnati ruled March 5 that when an
individual files a Chapter 13 bankruptcy after Jan. 1, taxes for
the prior year are deemed pre-petition even though the return
isn't due until after bankruptcy.  The ruling in Michigan
Department of the Treasury v. Hight (In re Hight), 10-2103, 6th
U.S. Circuit Court of Appeals (Cincinnati), allows Chapter 13
bankrupts to stretch out payment of tax liabilities.


* February Bankruptcies Lower, Chapter 11s May Have Hit Bottom
--------------------------------------------------------------
Bloomberg News' bankruptcy columnist Bill Rochelle, citing data
compiled from court records by Epiq Systems Inc., reports that
bankruptcy filings rose in February compared with January,
although the trend for the year so far points toward fewer filings
in 2012 than 2011.  Bankruptcies of all types in February totaled
104,400, an increase of 18.7% from January.  February filings on a
daily basis were 9.5% fewer than the same month in 2011.
Commercial bankruptcies likewise continue following a downward
trend.  The 5,130 commercial bankruptcies of all types in February
were down 3% from January and represented 2% fewer than February
2011 on a daily basis, Epiq reported.

The 969 Chapter 11s in February were virtually unchanged from
January and down 2.5% from February 2011, Epiq's statistics show.
If the trend in filings for the first two month of 2012 were to
continue for the remainder of the year, there would be about 1.15
million bankruptcies, or 16% fewer than the 1,379,500 bankruptcies
in 2011 as a whole.


* Debt Load Not Main Cause of Credit Strain for Most Muni Issuers
-----------------------------------------------------------------
The debt of US public finance bond issuers has only marginally
increased over the last three years, indicating that revenue
pressure and expenditure strains unrelated to debt service
continue to be the primary drivers of credit stress in the sector,
says Moody's in a special compendium of original articles on
trends in municipal debt issuance.

"Total debt relative to economic output has noticeably declined
and borrowing for capital purposes, not for operations, continues
to be the primary purpose of new-money debt," said Moody's Public
Finance Research Director Chris Holmes, editor of the publication,
which examines the fundamental factors influencing the volume of
public finance issuance over the next year.

Over the next year, the total volume of US public finance debt
issuance is expected to increase from the suppressed levels
tallied in 2011. However, issuance will not likely reach 2010
volumes, which were abnormally high because of the imminent sunset
of the federal Build America Bond program, according to Moody's.

Prevailing low interest rates are expected to buoy refunding
volume, but will not significantly impact the volume of new-money
issuance. Historical data show that refunding volume is sensitive
to both the level and change in interest rates, but long-term new-
money bond issuance is surprisingly uncorrelated. Short-term note
issuance, on the other hand, is highly responsive to interest
rates.

"We have observed political aversion to higher debt issuance that
has, on the margin, subdued issuance volume," said Mr. Holmes.
"Among other factors, anti-debt sentiment is fueled by ongoing
concerns about the high debt burden of the US federal government,
certain European sovereigns, fiscal strain of individual issuers,
and the large unfunded pension liabilities of many state and local
governments."

He said curtailed federal spending will affect issuance in public
finance sectors in varying ways. Borrowers in some sectors will be
inclined to issue more, but issuance in other sectors will be
biased lower as a result.

"For example, looming federal cuts to Medicaid and Medicare will
indirectly support issuance by healthcare institutions to fund
consolidations needed to accelerate cost reductions and to
optimize operations," said Mr. Holmes. "Cutbacks in federal
healthcare spending will mostly weigh on borrowing by state
governments and to some degree, local governments."

Similarly, he predicted, state governments will continue to cut
aid to local governments, leaving some localities little choice
but to minimize borrowing in order to restrict additional debt
service expenditures. The lingering effects of the economic
downturn and housing slump will continue to influence issuance
across various sectors to different degrees.

"For example, issuance by housing finance agencies will continue
to be modest because of low mortgage origination activity and
competition from very low conventional mortgage interest rates,"
said Mr. Holmes.

Since the onset of the economic downturn in 2008, Moody's has
found that many public finance issuers have delayed capital
spending in response to revenue pressures, creating pent-up
capital requirements and borrowing needs.

"The backlog will translate into more issuance in some sectors
such as infrastructure and water-and-sewer utilities," said Mr.
Holmes. "Higher education and other issuers will continue to hold
back on capital expansion plans and associated borrowing."

The report, "Debt Drivers 2012: Credit Factors Affecting US Public
Finance Bond Issuance," is available at moodys.com.


* Marks to Head Vorys' Bankruptcy & Creditors Rights Practice
-------------------------------------------------------------
Jeffrey A. Marks has joined Vorys, Sater, Seymour and Pease LLP as
a partner in its Cincinnati office, where he will be leading the
office's Bankruptcy and Creditors' Rights practice.

"I am truly excited to be part of such an outstanding and dynamic
firm and look forward to working together with Vorys' stellar
restructuring lawyers.  My experience representing lenders and
other parties in complex Chapter 11 cases, workouts and insolvency
matters will strengthen the firm's ability to serve the needs of
its financial institution, investor and other commercial client
base in the Cincinnati region and elsewhere," Mr. Marks said.

Mr. Marks can be reached at:

          Vorys, Sater, Seymour and Pease LLP
          221 East Fourth Street, Suite 2000, Atrium Two
          Cincinnati, OH 45202
          Telephone: (513) 723-4482
          Mobile: (513) 284-1033
          Fax: (513) 723-4056
          E-mail: jamarks@vorys.com
          Web site: http://www.vorys.com


* SmithAmundsen's P. Jones Joins Greensfelder Bankruptcy Group
--------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that Greensfelder
Hemker & Gale PC has added a former SmithAmundsen LLC
restructuring and creditors' rights partner to round out its
growing bankruptcy practice in Chicago.

Patrick M. Jones joined Greensfelder Hemker's creditors' rights
and bankruptcy practice group as an officer March 1.  He will
represent creditors' committees and individual creditors as they
seek claims against bankrupt entities, the firm said.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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