TCR_Public/120315.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 15, 2012, Vol. 16, No. 74

                            Headlines

155 EAST: Court Allows Canpartners to Submit Credit Bid
ALPHA NATURAL: Moody's Issues Summary Credit Opinion
AMBAC FINANCIAL: Judge Chapman to Issue Plan Ruling Today
AMBAC FINANCIAL: Plan Wins Sufficient Votes
AMBAC FINANCIAL: Wis. High Ct. Dismisses Appeal From Rehab Plan

AMERICAN AIRLINES: Wants Until June 26 to Decide on Leases
AMERICAN AIRLINES: Offers to Freeze Pension to Hasten Talks
AMERICAN AIRLINES: Bid for Official Retiree Committee Wins Support
AMERICAN AIRLINES: Has Court OK for Weil Gotshal as Bankr. Counsel
AMERICAN AIRLINES: American Eagle Files SAL and SOFA

AMERICAN APPAREL: Deregisters Unsold Securities
AMERICAN INT'L GROUP: Former Bailout Watchdogs Condemn Tax Break
ATLANTIC & PACIFIC: Plan Declared Effective; Two Creditors Appeal
ATLANTIS OF JACKSONVILLE: Case Summary & Creditors List
AVIS BUDGET: Moody's Assigns Ratings to Series 2012-1 Notes

AVIS BUDGET: Moody's Assigns Ratings to Series 2012-2 Notes
AVISTAR COMMUNICATIONS: C. Lauwers to Resign as Product Officer
BANNING LEWIS: Devt. I & II Chapter 11 Case Dismissed
BERNARD L. MADOFF: Mets Seek to Bar Phrase "Other Peoples' Money"
BERNARD L. MADOFF: Trustee Opposes Top Court Hearing on Claims

BEYOND OBLIVION: William Sword-Led Auction on March 20
BGA LLC: Case Summary & 4 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: S&P Retains 'B' Corporate Credit Rating
CAMARILLO PLAZA: Owner Closes LazerTag, Mulls Sale for $150,000
CANO PETROLEUM: Extends CFO Homier's Employment to August

CCM MERGER: S&P Rates $275-Mil. Senior Unsecured Notes at 'CCC+'
CHECKOUT HOLDING: Moody's Cuts Corporate Family Rating to 'B2'
CHRISTIAN BROTHERS: Aug. 1 Deadline Set for Sex Abuse Claims
CHURCH STREET: Small Smiles Asks Judge to Approve April Auction
CLARE AT WATER TOWER: Has Buyer for Retirement Community

CLIFFS CLUB: Creditors Committee Disputes Bid Protections
CLIFFS CLUB: U.S. Trustee Appoints 7th Member to Creditors Panel
CLIFFS CLUB: Can Hire BMC Group as Claims and Noticing Agent
CLIFFS CLUB: Taps GGG Partners' Katie Goodman as CRO
CLIFFS CLUB: Sec. 341 Creditors' Meeting Set for April 13

COLLIER LAND: Has Until April 23 to File a Chapter Plan
CONNAUGHT GROUP: Court Approves March 26 Auction
CONTAINER STORE: Moody's Assigns 'B3' Corporate Family Rating
CONVERTED ORGANICS: Has 1.9 Million Outstanding Common Shares
COVANTA HOLDING: 'Ba2' CFR Reflects Protection on UCUA 1998 Bonds

CRYSTAL CATHEDRAL: Mediator Appointed to Settle "Greenlaw" Claims
CUMULUS MEDIA: Reports $63.8 Million Net Income in 2011
DBK LEASING: Moody's Issues Summary Credit Opinion
DELTA PETROLEUM: 2011 Executive Bonuses Are Approved
DENNY'S CORP: Reports $112.3 Million Net Income in Fiscal 2011

DLH MASTER: 5th Circ. Denies BofA Late Claim Appeal
DOLTON, IL: Fitch Withdraws 'BB' Rating on $15MM Bonds
DPNY INC: Domino's Pizza Franchisee Files for Chapter 11
DUNE ENERGY: To Offer 3.2-Mil. Shares Under 2012 Incentive Plan
DYNEGY HOLDINGS: To Renegotiate Chapter 11 Plan

DYNEGY HOLDINGS: Board to Review Examiner's Report
DYNEGY HOLDINGS: Chapter 11 Trustee Sought After Examiner Report
EMMIS COMMUNICATIONS: Signs New Employment Deal With R. Cummings
ENERGY CONVERSION: Court Sets June 21, 2012 Claims Bar Date
ENERGY CONVERSION: Has OK to Hire Kurtzman Carson as Claims Agent

ENERGY CONVERSION: Deadline Today to File Schedules & Statements
ENERGY CONVERSION: Sec. 341 Creditors' Meeting on March 23
ENERGY CONVERSION: U.S. Trustee Appoints 7-Member Creditors' Panel
FILENE'S BASEMENT: Wants May 30 Deadline to Decide on Leases
FIRST INDUSTRIAL: Moody's Affirms 'Ba3' Senior Unsecured Rating

FRANCISCAN COMMUNITIES: Buyer Offers $15 Million
FREEDOM GROUP: Moody's Says CEO's Departure Credit Negative
GAME TRADING: Moves Panel's Plan Outline Objection Deadline
GIBRALTAR KENTUCKY: Sec. 341 Creditors' Meeting on Friday
GRACEWAY PHARMACEUTICALS: Settlement Brings in Additional $6MM

GRANITE DELLS: Files for Chapter 11 to Stop Foreclosure
GREYSTONE PHARMACEUTICALS: Court Confirms First Texas' Plan
GRUBB & ELLIS: Petitions to Stop Finra Proceeding
GRUBB & ELLIS: Creditors Object to BGC DIP Financing Terms
HD SUPPLY: Enters Into Agreement to Sell PVF Business

HOSTESS BRANDS: Kobi Partners to Provide Rayburn as CEO
HOUGHTON MIFFLIN: Moody's Cuts CFR to 'Caa3'; Outlook Negative
INTELLICELL BIOSCIENCES: Has Sold $2.4MM Common Stock & Warrants
IRVINE SENSORS: Nine Directors Elected at Annual Meeting
JEFFERSON COUNTY: Bondholders Allowed to Interrogate Officials

LAS VEGAS MONORAIL: To Present Plan for Confirmation April 30
LOS ANGELES DODGERS: Beaten Dodgers Fan Wins Additional Discovery
LTS NUTRACEUTICALS: Signs Agreement to Merge with YTB Int'l
MAINTENANCE AND MACHINERY: Voluntary Chapter 11 Case Summary
MEDIA GENERAL: Continues Negotiations on Credit Pact Amendment

MONITRONICS INT'L: Moody's Assigns 'B2' Corporate Family Rating
MORTGAGES LTD: Judge Approves Sale to Evergreen at $7 Million
NEW STREAM: Heading for April 23 Confirmation Hearing
NORTHAMPTON GENERATING: Gets Nod to Hire Dilworth as Bond Counsel
NPS PHARMACEUTICALS: Wellington Discloses 11.1% Equity Stake

OPTIMUMBANK HOLDINGS: Has Not Complied with Nasdaq Bid Price Rule
PACIFIC AVENUE: Emerges From Chapter 11 Bankruptcy Protection
PACIFIC MESA: Plan Consummated, Asks Court to Close Bankr. Case
PARK POINTE: Files for Chapter 11 Bankruptcy Protection
PEMCO WORLD AIR: Seeks May 14 Auction to Test Sun Capital Bid

PETTERS CO: Ch 11 Trustee Has OK to Hire Stonehill as Consultant
PETTERS CO: Court OKs Boies as Trustee's Special Counsel
PJ FINANCE: Court Expands E&Y Employment to Include Tax Svcs.
QUALITY DISTRIBUTION: FMR LLC Discloses 14% Equity Stake
RIM DEVELOPMENT: U.S. Trustee Wins Case Dismissal

SAINTS MEMORIAL: Moody's Reviews 'Caa1' Rating for Upgrade
SEAHAWK DEVELOPMENT: Files for Chapter 11 Bankruptcy Protection
SEALY CORP: H Partners Proposes to Appoint Board Representative
SEAWORLD PARKS: Moody's Lowers Corporate Family Rating to 'B1'
SHRIJI PRAMUKH: Voluntary Chapter 11 Case Summary

SHUANEY IRREVOCABLE: US Trustee Withdraws Case Dismissal Bid
SILVER LEGACY: Owners Fail to Pay $142.8 Million Loan
STARWOOD HOTELS: Moody's Lifts Sr. Unsec. Ratings From 'Ba1'
STOCKDALE TOWER: Disclosure Statement Hearing Today
STRADELLA INVESTMENTS: Chapter 11 Case Reassigned to Judge Bauer

TCF FINANCIAL: Shift in Strategy Cues Fitch to Downgrade Ratings
TELESAT CANADA: Moody's Upgrades Corporate Family Rating to 'B1'
THORNBURG MORTGAGE: SEC Sues Former Execs for Hiding $428MM Loss
THORNBURG MORTGAGE: Court Approves SEC Offer of Settlement
TOWNSEND CORP: Exclusive Plan Filing Period Extended to April 6

TOWNSEND CORP: Case Reassigned to Judge Catherine E. Bauer
TRACY PRESS: JP Media Partners to Get 8% Commission From Sale
TRANS-LUX CORP: Stockholders OK Increase of Authorized Shares
TRIDENT MICROSYSTEMS: Equity Committee Proposes A&M as Advisor
TRIDENT MICROSYSTEMS: Equity Committee Has Bayard as Co-Counsel

TRIDENT MICROSYSTEMS: Equity Panel Has Dewey & LeBoeuf as Counsel
TRIDENT MICROSYSTEMS: Equity Panel Has Quinn as Conflicts Counsel
TTM MB PARK: Court Rejects Capmark's Bid for SARE Declaration
U.S. STEEL: S&P Rates $400-Mil. Senior Unsecured Notes at 'BB'
UNI-PIXEL INC: Signs Agreement with Carestream Tollcoating

UNITED RETAIL: Creditors Oppose Versa Credit Bid
VILLAGE RESORTS: Taps Worsek & Vihon as Real Estate & Tax Counsel
VILLAGE RESORTS: Has Until April 24 to File Chapter 11 Plan
VIRGIN ISLANDS: S&P Cuts Rating on Elec. System Bonds to 'BB+'
WARNER SPRINGS: Seeks Court Approval to Pay Creditors

WASHINGTON MUTUAL: Files Response to Confirmation Order Objection
WAVE2WAVE COMMUNICATIONS: Status Conference Set for April 16
WAVE2WAVE COMMUNICATIONS: Files 20 Largest Unsec. Creditors' List
WESTERN MOHEGAN: Case Summary & 9 Largest Unsecured Creditors
WINTER PARK: Voluntary Chapter 11 Case Summary

WOODBURY DEVELOPMENT: Creditors' Proofs of Claim Due May 4

* Inherited IRA is Exempt Asset in Later Bankruptcy

* Moody's Updates US Not-for-Profit Healthcare Rating Methodology
* Moody's Says Calif. Emissions Standards May Hit Local Refiners

* February Commercial Bankruptcy Filings Show Slight Uptick
* Junk Bond Defaults Hold Steady in February at 2%

* Thompson & Knight Adds M. Blumenthal as Partner

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

155 EAST: Court Allows Canpartners to Submit Credit Bid
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Canpartners Realty Holding Co. IV LLC rebuffed an
attack by creditors seeking to knock out the secured claim it
intends to use to buy the Hooters Casino Hotel in Las Vegas.
In a ruling last week, U.S. Bankruptcy Judge Bruce A. Markell in
Las Vegas said that the price Canpartners paid in the secondary
market to purchase secured notes at a discount doesn't matter when
it comes to buying assets with a so-called credit bid.  Judge
Markell said the price paid by Canpartners also doesn't matter
because the secured claim is actually held by the indenture
trustee for the noteholders.

The bankruptcy judge signed an order on Feb. 24 approving the sale
to Canpartners.  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.

Completion of the sale requires approval of the reorganization
plan by Judge Markell's signature on a Chapter 11 plan
confirmation order.

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.


ALPHA NATURAL: Moody's Issues Summary Credit Opinion
----------------------------------------------------
Moody's Investors Service issued a summary credit opinion on Alpha
Natural Resources and includes certain regulatory disclosures
regarding its ratings. The release does not constitute any change
in Moody's ratings or rating rationale for Alpha. Moody's current
ratings for Alpha Natural Resources are:

Long Term Corporate Family Ratings domestic currency rating of
Ba2

Probability of Default rating of Ba2

Senior Unsecured (domestic currency) domestic currency rating of
Ba3, 68 - LGD4

Senior Unsec. Shelf (domestic currency) domestic currency rating
of (P)Ba3

Speculative Grade Liquidity Rating rating of SGL-1

Ratings Rationale

Alpha's Ba2 corporate family rating reflects its position as one
of the top three U.S. coal companies in terms of production and
reserves, its operating diversity with approximately 150 coal
mines and a presence in Appalachia and the Powder River Basin
(PRB), its ability to export coal though several East Coast and
Gulf terminals, blending opportunities and synergies that arise
from the Massey merger, and its 5 billion tons of reserves. The
rating also reflects its very strong liquidity position, including
$586 million of cash and cash equivalents, and availability of
$1.1 billion under the revolver and AR securitization facilities.

Challenges for the Ba2 CFR include high business concentration in
Central Appalachia, where the industry is facing a secular decline
and challenging market conditions, including difficult geology,
increasing costs, heightened MSHA scrutiny of mine safety, ongoing
coal-to-gas substitution, and expected coal plant retirements due
to aging fleet and tightening environmental standards. The ratings
are also constrained by inherent volatility of met coal prices and
current weakness in the seaborne met coal market, as well as the
inherent geological and operating risks associated with mining.

Rating Outlook

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

What Could Change the Rating - Up

An upgrade is unlikely over the next 12-18 months but the outlook
could be stabilized if operating performance improves and
Debt/EBITDA is considered sustainable below 3.0x, free cash flow
to debt is above 5%, and EBIT/ Interest is sustainable above 1.5x.

What Could Change the Rating - Down

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

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


AMBAC FINANCIAL: Judge Chapman to Issue Plan Ruling Today
---------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York said she will rule on the Fifth
Amended Plan of Reorganization of Ambac Financial Group,
Inc., Tiffany Kary of Bloomberg News reported.

The bankruptcy judge will read her decision on the Plan on
March 15, 2012, at 4:00 p.m., a separate Bloomberg report
related.

The bankruptcy judge heard on March 13 evidence on the Chapter 11
Plan, which is premised on an Amended Plan Settlement among AFG,
the Official Committee of Unsecured Creditors, Ambac Assurance
Corporation, its Segregated Account, the Office of Commissioner
of Insurance for the State of Wisconsin, and the OCI, in his
capacity as the rehabilitator of the Segregated Account,
according to Bloomberg.  The Plan also contains the Debtor's
offer to settle the tax disputes with the Internal Revenue
Service.

"I think there's value to there being certainty and closure in
this case," Judge Chapman was quoted as saying, after hearing
hours of arguments from individual shareholders asserting why
there should be money left for shareholders, and testimony from
a financial adviser that there was not, Bloomberg said.

The Plan met opposition from various parties, including an ad hoc
group of security holders who challenged the Debtor's enterprise
value and liquidation value.  Other parties also objected to the
releases set forth in the Plan.

Two more individuals, Gunther Drogis and Perry L. Barnes,
objected to the confirmation of the Plan, asserting that the Plan
is unfair and inequitable because the actual and future assets of
AFG and AAC are not yet determined.

In connection with the shareholder objections, Ilene Satko sent
to the Court a CD containing the electronic version of the
objections filed by individual shareholders.

Meanwhile, Wells Fargo Bank, N.A. and Wilmington Trust Company
and Wilmington Trust FSB withdrew their objections, as amended,
to the Fourth Amended Plan.  In its amended objection, WTC raised
concerns that any default by AAC or the Segregated Account with
respect to its claims arising from policies issued to AAC could
be deemed discharged or cured.

                           Modified Plan

Ambac submitted to Judge Chapman non-material modifications to its
Chapter 11 Plan of Reorganization, as amended.

The Debtor filed on March 12, 2012, a fifth amended version of
its Chapter 11 Plan clarifying that neither the Plan nor any
contract, instrument, release, agreement or document executed or
delivered in connection with the Plan, nor the occurrence of the
effective date of the Plan, will release, waive, discharge,
contribute or assign any of the claims or causes of action
against the non-debtor defendants in the class action captioned
Veera v. Ambac Financial Group, Inc. et al., Case No. CV 4191,
before the U.S. District Court for the Southern District of New
York.  The Plan also makes clear that the Bankruptcy Court will
retain jurisdiction to resolve any disputes or controversies
arising from or relating to a stipulation resolving Karthikeyan
V. Veera's objection to confirmation of the Plan.

A fourth amended version of the Debtor's Plan was filed March 9,
2012.  It contained, among other things:

(1) A February 24, 2012 offer letter sent by the Debtor,
    together with the Official Committee of Unsecured Creditors,
    Ambac Assurance Corporation, its Segregated Account, the
    Office of the Commissioner of Insurance for the state of
    Wisconsin, and the OCI, in his capacity as rehabilitator of
    the Segregated Account to the Internal Revenue Service to
    resolve the dispute relating to the tax treatment of credit
    default swaps, which generated $7.3 billion in net operating
    losses or NOLs.  A full-text copy of the Offer Agreement is
    available for free at:

    http://bankrupt.com/misc/Ambac_Feb24IRSSettlementOffer.pdf

(2) A Ruling Request Agreement, which provides that:

    * the Debtor and the Committee may submit to the IRS a
      request to issue a private letter ruling that, pursuant to
      Section 382(l)(5)(A) of the Internal Revenue Code, no
      Ownership Change will be experienced by the Debtor or
      members of its consolidated tax group as a result of the
      Debtor's emergence from bankruptcy; and

    * the Debtor will execute a power of attorney authorizing
      the Rehabilitator to represent the Debtor's consolidated
      tax group before the IRS on all tax matters arising under
      the Segregated Account's rehabilitation plan.

(3) The exculpation provisions under the Plan, which will not
    apply to, among other things, any act or omission that might
    form the basis of any claim by any policyholder or
    securities holder in connection with or arising out of any
    policy issued by AAC.

(4) A clarification that the Bankruptcy Court will retain
    jurisdiction to implement, interpret, or enforce any and all
    matters relating to the Confirmation Order, including the
    Trading Order and any requirements set forth in any notice
    disseminated pursuant to that Trading Order.

(5) Provisions on the dissolution of the Creditors' Committee on
    the later of (i) the Effective Date, or (ii) the date on
    which the New Common Stock and Warrants, as applicable, have
    been delivered to the Holders of Allowed General Unsecured
    Claims, Senior Notes Claims, and Subordinated Notes Claims
    pursuant to the Plan.

Full-text copies of the Amended Tax Sharing Agreement and the
Ruling Request Agreement as exhibits to the 4th Amended Plan are
available for free at:

      http://bankrupt.com/misc/Ambac_Mar9PlanExhibits.pdf

Clean and blacklined copies of the 4th and 5th Amended Plan are
available for free at:

      http://bankrupt.com/misc/Ambac_Mar9Plan.pdf
      http://bankrupt.com/misc/Ambac_Mar9Plan_blacklined.pdf
      http://bankrupt.com/misc/Ambac_Mar12Plan.pdf
      http://bankrupt.com/misc/Ambac_Mar12Plan_blacklined.pdf

              Plan Satisfies Section 1129 Confirmation
               Requirements, the Debtor Insists

The Plan is premised on the Amended Plan Settlement among the
Debtor, the Creditors' Committee, AAC, the Segregated Account,
and the OCI, as regulator of AAC and Rehabilitator of the
Segregated Account, says Peter A. Ivanick, Esq., at Dewey &
LeBoeuf LLP, in New York, counsel to the Debtor.

"The Debtor pursued the Amended Plan Settlement to reach a
consensual resolution of numerous litigable issues in the Debtor's
Chapter 11 case and to emerge from bankruptcy as a reorganized
company," he states.

Mr. Ivanick recognizes that the settlement process was driven by
the fact that the Debtor could not successfully reorganize absent
support from the OCI.  In practical terms, the OCI, through AAC
and the Segregated Account, is funding the Plan, he discloses.
Without the OCI support, the Reorganized Debtor could not enter
into the Amended TSA, AAC would not be permitted to distribute
$30 million in Cash and the Segregated Account would not be
permitted to issue $350 million in Junior Surplus Notes to the
Reorganized Debtor; the Debtor would not receive any tolling
payments in connection with AAC's utilization of NOLs; and AAC
would not be permitted to pay the Reorganized Debtor's operating
expenses on an ongoing basis, he points out.  In connection, the
Debtor asks the Bankruptcy Court to approve the injunction,
exculpation, and release provisions of the Plan as they form an
integral part of the Amended Plan Settlement.

More importantly, the Plan satisfies the requirements for
confirmation of a plan set forth in Section 1129 of the
Bankruptcy Code, Mr. Ivanick asserts.

Section 1126(c) of the Bankruptcy Code provides that a class of
impaired claims accepts a plan if holders of at least two-thirds
in dollar amount and more than one-half in number of the claims
in that class vote to accept the plan.  In the Debtor's case,
Classes 1 and 2 are deemed to accept the Plan pursuant to Section
1126(f) and impaired Classes 3, 4, and 5 voted overwhelmingly to
accept the Plan, Mr. Ivanick states.

Classes 6 through 8 are conclusively presumed to have rejected
the Plan pursuant to Section 1126(g), and thus, Section
1129(a)(8) of the Bankruptcy Code has not been satisfied with
respect to those Classes, Mr. Ivanick notes.  Nevertheless, the
Debtor meets the requirements of Section 1129(b) to "cram down"
those Classes of claims that are deemed to have rejected the
Plan, he says.  He emphasizes that the Debtor's Plan does not
"discriminate unfairly" with respect to those Classes deemed to
reject the Plan.  He adds that Class 6 is not similarly situated
to other Classes; there are no claims in Class 7; and Class 8
Equity Interests are classified together and afforded the same
treatment under the Plan.  "The Plan is fair and equitable as no
holder of an Allowed Claim will receive consideration in excess
of its entitlements under the Bankruptcy Code," he maintains.

The Debtor anticipates that its cash on hand upon emergence and
following the Plan Settlement Effective Date will provide
sufficient liquidity to make all required payments under the Plan
and to satisfy working capital requirements on a going-forward
basis.  C.J. Brown, managing director of Blackstone Advisory
Partners L.P., in an accompanying declaration, disclosed that the
Debtor will emerge with no outstanding debt obligations and will
receive reimbursement from AAC, pursuant to the Cost Allocation
Agreement, of up to $5 million of the Debtor's annual operating
expenses.  Thus, the Plan is feasible and confirmation of the
Plan is not likely to be followed by the liquidation or need for
further financial reorganization of the Reorganized Debtor, Mr.
Brown declares.

In contrast, Mr. Ivanick points out, a Chapter 7 liquidation of
the Debtor would result in the elimination of substantial value
being delivered to creditors under the Plan.

"Under a Chapter 7 liquidation scenario, Ambac's NOLs would not be
preserved; the Debtor would not receive $30 million in cash from
AAC; $350 million in Junior Surplus Notes from the Segregated
Account or any Tolling Payments from AAC; the Debtor would lose
all benefits associated with the Cost Allocation Agreement and
Mediation Agreement; and the Debtor would incur additional costs
in connection with consummating a sale of its ownership interest
in AAC," he emphasizes.

                Reorganized Debtor's Officers

In accordance with Section 1129(a)(5) of the Bankruptcy Code, AFG
Senior Managing Director and General Counsel Stephen M. Ksenak
identified the individuals who will serve as members of the
initial board of directors of the Reorganized Debtor, namely:

* Diana Adams, AFG's President and Chief Executive Officer,
* Charles Lemonides,
* Victor E. Mandel,
* Jeffrey Stein, and
* Nader Tavakoli.

Pursuant to the Plan, the Debtor's existing officers will remain
in place as officers of the Reorganized Debtor.  The only
officers who participate in the management of the Debtor, and are
considered insiders of the Debtor under Section 101(31)(B) of the
Bankruptcy Code, are:

* Diana Adams,

* Robert B. Eisman - Senior Managing Director, Chief Accounting
   Officer, and Controller,

* Stephen Ksenak,

* Michael Reilly - Senior Managing Director, and

* David Trick - Senior Managing Director, Chief Financial
   Officer, and Treasurer.

These officers are currently employed and compensated by AAC.  In
accordance with intercompany cost allocation procedures, the
Debtor reimburses AAC for each individual's time that is spent on
matters relating to the Debtor.

               List of Contracts to be Assumed

Ambac Financial Group filed with the Court on March 6, 2012, an
amended schedule of about 27 executory contracts that it intends
to assume in connection with the Fifth Amended Plan of
Reorganization.

A copy of the amended contract schedule is available for free at:

   http://bankrupt.com/misc/Ambac_Mar6PlanContractsList.pdf

                     About Ambac Financial

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

Ambac Financial filed a voluntary Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010.  Ambac's
bond insurance unit, Ambac Assurance Corp., did not file for
bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

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

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

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

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

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

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


AMBAC FINANCIAL: Plan Wins Sufficient Votes
-------------------------------------------
David Hartie, director with Kurtzman Carson Consultants LLC,
filed with the Court on March 8, 2012, a tabulation of votes
received for Ambac Financial Group, Inc.'s Fifth Amended Plan of
Reorganization.

Class 3 General Unsecured Claims, Class 4 Senior Notes Claims and
Class 5 Subordinated Notes Claims are entitled to vote on the
Plan.

Holders of claims and interests in the voting classes voted
overwhelmingly in favor of the Plan.

The results of the tabulation of valid Ballots are:

               Accept the Plan             Reject the Plan
        --------------------------- ---------------------------
        $ Amount Voted/ # of Votes/ $ Amount Voted/ # of Votes/
          % of Total    % of Number   % of Total    % of Number
Class      Dollar Amount   of Votes    Dollar Amount   of Votes
-------   --------------- ----------- --------------- -----------
Class 3
General
Unsecured   $50,705            6          $9,066            1
Claims      (84.83%)        (85.71%)     (15.17%)       (14.29%)

Class 4
Senior
Notes    $703,903,158         2,279    $10,083,345         193
Claims      (98.59%)        (91.53%)      (1.41%)        (8.47%)

Class 5
Subordinated
Notes    $327,966,493          142     $22,844,321          11
Claims      (91.24%)        (92.81%)      (8.76%)        (7.19%)

A detailed Ballot report for the Voting Classes is available for
free at http://bankrupt.com/misc/Ambac_Mar9TabulationRpt.pdf

Mr. Hartie says KCC received 18 Ballots, which were not including
in the final tabulation results because the Ballots did not
constitute as a valid Ballot.  A schedule of the Unacceptable
Ballots is available for free at:

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

                  Confirmation Objections

Several parties asserted that they oppose confirmation of Ambac
Financial Group, Inc.'s Fifth Amended Plan of Reorganization.
They include:

* Indenture Trustees,
* Broadbill Investment Partners, L.P.,
* Securities Plaintiffs,
* Karthikeyan V. Veera,
* ad hoc group of equity security holders,
* various individual shareholders

A. Indenture Trustees

Indenture Trustees Wells Fargo Bank, N.A.; Deutsche Bank National
Trust Company and Deutsche Bank Trust Company Americas; and U.S.
Bank National Association are concerned that any default by AAC
or the Segregated Account with respect to any of their claims,
including without limitation defaults arising out of or based
upon the Policies issued by, and agreements with, AAC, that
existed immediately before the Petition Date could be deemed
erroneously to have been cured or discharged on the Plan
Effective Date as set forth in the Fourth Amended Plan.

Nonetheless, the Indenture Trustees note that the objection could
be obviated by either redrafting the provisions to make it clear
that they apply solely to claims against the Debtor or by
including super preemptory language in relation to those
provisions similar to that already included in Article VIII of
the Third Amended Plan.

U.S. Bank, as trustee for certain residential mortgaged-backed
securities, other asset-backed securities, collateralized loan
obligation and collateralized debt obligation trusts insured by
AAC, is represented by:

         Wendy S. Walker
         Patrick D. Fleming
         MORGAN LEWIS & BOCKIUS LLP
         101 Park Avenue
         New York, NY 10178-0600
         Tel: 212.309.6306
         Fax: 212.309.6001
         E-mail: wwalker@morganlewis.com
                 pfleming@morganlewis.com

              - and -

         John M. Rosenthal, Esq.
         Kristine E. Bailey, Esq.
         MORGAN, LEWIS & BOCKIUS LLP
         One Market, Spear Street Tower
         San Francisco, CA 94105
         Tel: 415.442.1000
         Fax: 415.442.1001
         E-mail: jrosenthal@morganlewis.com
                 kbailey@morganlewis.com

B. Broadbill Entities

Broadbill opposed approval of the third party releases under the
Plan and informally met and conferred with counsel for the Debtor
regarding its concerns.  Broadbill notes that the Third Amended
Plan includes modified terms that limit the released claims and
expressly excludes from release any claims that policyholders or
securities holders may have against AAC or the Segregated
Account.  Provided that the Plan is not further amended to modify
the scope of releases set forth in the Third Amended Plan,
Broadbill does not oppose the Third Amended Plan.  Broadbill,
however, reserves all rights to object to any further amended
Plan as it relates to Broadbill's claims or causes of actions.

Broadbill is represented by:

         Tancred V. Schiavoni, Esq.
         Gary Svirsky, Esq.
         O'MELVENY & MYERS LLP
         Times Square Tower
         7 Times Square
         New York, New York 10036
         Telephone: (212) 326-2000
         Facsimile: (212) 326-2061
         E-mail: tschiavoni@omm.com
                 gsvirsky@omm.com

              - and -

         Stephen H. Warren, Esq.
         Karen Rinehart, Esq.
         O'MELVENY & MYERS LLP
         400 S. Hope Street
         Los Angeles, CA 90071
         Telephone: (213) 430-6000
         Facsimile: (213) 430-6407
         E-mail: swarren@omm.com
                 krinehart@omm.com

C. Securities Plaintiffs

Lead Plaintiffs and Painting Industry Insurance and Annuity Funds
in the securities class action entitled In re Ambac Financial
Group, Inc. Securities Litigation Act, Civ. Act. No. 08-00411-NRB
before the U.S. District Court for the Southern District of New
York are faced with a timing issue because the deadline for
filing objections to the Plan occurred prior to a decision on the
appeals to the U.S. Court of Appeals for the Second Circuit and
that the effective date of the stipulation of settlement with the
Debtor will likely not occur before the hearing on the Plan.
Accordingly, the Securities Plaintiffs filed this objection out
of abundance of caution in the event the Second Circuit does not
render a decision on the appeals by the Police and Fire
Retirement System of the City of Detroit:

(i) affirming the District Court's affirmance of the Bankruptcy
     Court approval of the stipulation of settlement; and

(ii) confirming the District Court's final approval of the
     settlement.

D. Karthikeyan V. Veera

Mr. Veera as plaintiff in the action entitled Veera v. Ambac Plan
Administrative Committee, et al., Civil Action No: 1:10-cv-4191
objects to the proposed release terms and provisions of the Plan
as being overbroad and improper because they attempt to release
the claims in the class action against the non-debtor defendants.
Such overly broad releases for non-debtors as those found in the
Plan are a blatant attempt to create an escape hatch for non-
debtors of their obligations where there is none allowed under
the law, Mr. Veera stresses.

To resolve the objection, the Debtor and Mr. Veera stipulate that
the Fifth Amended Plan modifies the injunction and holders'
general release provisions, so as to carve-out the Veera Action
from their scope.  The Fifth Amended Plan also includes the
Bankruptcy Code's retention of jurisdiction to resolve any
disputes or controversies arising from or relating to this
stipulation.

E. Equityholders

An ad hoc group of equity security holders of the Debtor asserts
that it has significant concerns that the Debtor is being
undervalued both on an enterprise and liquidation value basis per
NHB Advisors, Inc.'s preliminary analysis.  As the Equity Group's
financial advisor, NHB determined that none of the
Rehabilitator's projected scenarios reflect the potential for
several billion dollars worth of Net Operating Losses or NOLs
that may be realized and used by AAC.  NHB notes that market
parameters have changed substantially since the Debtor's
enterprise value was prepared in connection with the Disclosure
Statement.  NHB also believes that there are many factors that
have changed which necessitate a new calculation of enterprise
value for the Debtor to determine if the Plan allocates value in
fair and equitable manner.  "All those factors indicate there are
several billion dollars of accretive value that should be taken
into account in the Liquidation Analysis," NHB states.

The Equity Group adds that the Disclosure Statement expresses
concerns that any alternative to confirmation of the Plan would
result in different recoveries for Holders of Allowed Claims and
Equity Interests -- even though equity is being wiped out. Thus,
the Plan is not confirmable under Section 1129(b) of the
Bankruptcy Code, the Equity Group asserts.  In the alternative,
the Equity Group proposes that the Bankruptcy Court adjourn
confirmation for 60 days so that Blackstone can update the
Liquidation Analysis.

The Equity Group is represented by:

         Howard P. Magaliff, Esq.
         Jeffrey M. Traurig, Esq.
         DICONZA TRAURIG MAGALIFF LLP
         630 Third Avenue - 7th Floor
         New York, NY 10017
         Tel No: 212.682.4940
         E-mail: hmagaliff@dtmlawgroup.com
                 jtraurig@dtmlawgroup.com

In addition, various individual shareholders allege that the
neither the Debtor nor the OCI have demonstrated willingness to
disclose the full and true value of the assets.  The objecting
shareholders are:

* Wolfgang Drogis
* Frederick Sam
* Edward F. Hosinger
* Thomas W. Barrett
* Wanson F. Silva
* Bradley A. Sparks
* Carlos Castillo
* Scott E. Wilbur
* Marcelo Fabian Roitman
* Raju Porandla
* Neelima Vojjala
* Sven Preut
* Scott E. Wilbur
* James P. Knipp
* Tom Erangey
* Elizabeth Rosshirt
* Frank Bucher
* Khris E. Pallone
* Kayce Glasse
* Matthew S. DeCristofaro
* Cahit Erdemir
* Jeffrey S. Aleck
* John Vratsidis
* Andrew Stange
* Ranulfa D. Cammarano
* Daniel J. Hoefer
* Ganit Gordon
* Ido Bistry
* Kevin Moens
* Horst Feist

Mr. Barrett also filed joinders to the objections filed by Mrs.
Frederick Sam and Mr. Hosinger.

                  Bank of America's Statement

Bank of America, N.A. -- in its capacity as trustees and in
similar capacities in connection with securities issued by certain
entities and securitization trusts and on behalf of the holders of
such securities related to the rehabilitation of the Segregated
Account of Ambac Assurance Corporation -- filed an objection to
confirmation of the Debtor's Second Amended Plan on 8, 2012.

In a March 12, 2012 notice, BANA revealed that it was no longer
serving in those capacities.

                     Debtor Defends Plan,
          Seeks to Strike References to NHB Analysis

Counsel to the Debtor, Peter A. Ivanick, Esq., at Dewey & LeBoeuf
LLP, in New York, argues that the Equity Group's Preliminary
Analysis is inadmissible.  C.J. Brown, managing director of
Blackstone Advisory Partners L.P., in an accompanying declaration,
insists that its firm properly assessed the Debtor's enterprise
and liquidation values.

Mr. Brown explains that Blackstone's enterprise valuation includes
the tangible sources of value stemming from the Amended Plan
Settlement as well as the Debtor's cash position and residual
interest in AAC.  To the extent there is any value at AAC for the
Debtor, this value may only be realized through the payment of
ordinary or extraordinary dividends by AAC to the Debtor or as
residual equity value once it becomes clear that all current and
future policy claims, surplus notes, and approximately $600
million in auction market preferred shares or AMPS can be paid in
full, he says.  He further notes that $2.6 billion represented the
Debtor's best good faith estimate of recoveries AAC was likely to
receive from the Put-Back Claims, an estimate which has not
changed materially enough, as of December 31, 2011, to require
revision to the estimated enterprise or liquidation values.

Mr. Brown maintains that nothing has changed materially since
Blackstone performed its valuation that would significantly
increase the Debtor's Enterprise or Liquidation Values or
otherwise permit a recovery for existing shareholders.  Based on
the most recent statutory filing for the period ending Dec. 31,
2011, AAC's loss reserves have increased to roughly $3.1 billion
during 2011 as a result of an increased number of defaulted
credits added to the loss reserves -- a condition not indicative
of a scenario as favorable as depicted in the Equity Group
Objection, he states.

As to other objections with respect to the Holders' General
Releases, unique circumstances exist justifying the Holders'
General Release because OCI -- not the Released Parties which are
defendants in the Veera Action -- negotiated for and demanded the
Holders' General Release and is funding the Plan through AAC and
the Segregated Account pursuant to the Amended Plan Settlement,
Mr. Ivanick asserts.  "Absent confirmation of the Plan and
receipt of the $30 million Cash Grant pursuant to the Amended
Plan Settlement or the receipt of other funds from AAC, there is
no doubt that the Debtor will eventually burn through its
available cash," he maintains.

A summary of the other Objections that have been filed
and their current status is available for free at:

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

The Official Committee of Unsecured Creditors joins in the
Debtor's responses to the Plan Confirmation Objections.  The
Creditors' Committee expressed concern that the Objecting
Shareholders, who the Debtor has established are out of the money
parties, now seek to derail confirmation of a Plan that provides
significant value to creditors and was the result of extensive
negotiations among the parties.

In a separate court filing, the Debtor asks the Court to strike
all references to NHB Advisors and its preliminary analysis from
the objection of the Equity Group.  "The Equity Group failed to
offer NHB, its financial advisors, as a financial expert and
failed to provide NHB's preliminary analysis for the Debtor's and
the Bankruptcy Court's review.  The Equity Group failed to provide
any basis for the Bankruptcy Court to determine the admissibility
and reliability of such preliminary analysis," Mr. Ivanick
contends.

The Creditors Committee also joins in the Debtor's assertions and
arguments in relation to the NHB "preliminary analysis."

                     About Ambac Financial

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

Ambac Financial filed a voluntary Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010.  Ambac's
bond insurance unit, Ambac Assurance Corp., did not file for
bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

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

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

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

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

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

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


AMBAC FINANCIAL: Wis. High Ct. Dismisses Appeal From Rehab Plan
---------------------------------------------------------------
The Supreme Court of Wisconsin affirmed the dismissal of the
Internal Revenue Service's appeal from the Circuit Court for Dane
County, Wisconsin's order confirming the Rehabilitation Plan of
Ambac Assurance Corporation's Segregated Account.

On Jan. 24, 2011, the Circuit Court entered the confirmation order
on the Rehabilitation Plan, which contained a provision enjoining
the Internal Revenue Service and other parties from pursuing
claims against the Segregated Account and reserving exclusive
jurisdiction over "any such actions, claims or lawsuits."

The U.S. Government filed an appeal of the order because the IRS
had made a tentative tax refund to Ambac of more than $700
million, with the understanding that the IRS is entitled to
verify the basis for the refund and recover any amounts it
determines were erroneously refunded.

The U.S. Court of Appeals for the Seventh Circuit dismissed the
IRS Appeal on jurisdictional grounds.  The Seventh Circuit
however did not decide on whether the IRS had waived its right to
appeal issues by failing to appear in the Circuit Court.  The IRS
then petitioned the Supreme Court for review.

"What is inescapable in reviewing the record in this case is the
sense that the United States almost begrudgingly took steps 'to
preserve its right to appeal' in only the most technical sense
while, ironically, overlooking fundamental appellate principles
establishing what parties must do to preserve that right: raise
their issues in the circuit court in the first instance," the
Supreme Court opined.

The U.S. Government "chose to remain on the sidelines while the
rehabilitation was proceeding in the circuit court and chose not
to raise its objections until after the final order was entered,"
the Supreme Court concluded.

The Supreme Court voted 6-0 to dismiss the appeal, according to a
separate Bloomberg News report.

A full-text copy of the Supreme Court's March 8 Ruling is
available for free at:

   http://bankrupt.com/misc/Ambac_Mar8SupremeCourtRuling.pdf

The case is In the Matter of the Rehab. of: Segregated Account of
Ambac Assurance Corp., No. 2011AP987.

                     About Ambac Financial

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

Ambac Financial filed a voluntary Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010.  Ambac's
bond insurance unit, Ambac Assurance Corp., did not file for
bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

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

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

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

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

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

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


AMERICAN AIRLINES: Wants Until June 26 to Decide on Leases
----------------------------------------------------------
AMR Corporation, American Airlines, Inc., and their debtor-
affiliates ask Judge Sean Lane to extend to June 26, 2012, the
period by which they may assume or reject their unexpired non-
residential real property leases.

The Debtors are parties to more than 600 unexpired leases,
including certain airport terminal and aircraft maintenance
facility leases.  A schedule of the Unexpired Leases is available
for free at http://bankrupt.com/misc/AmAir_UnexpiredLeases.pdf

Section 365(d)(4)(A) of the Bankruptcy Code provides for an
initial period of 120 days after the Petition Date during which a
debtor may assume or reject unexpired leases of non-residential
real property under which the debtor is the lessee.  By virtue of
their bankruptcy filing, the Debtors' initial period to assume or
reject the Unexpired Leases will expire on March 28, 2012.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that cause exists to extend the Lease Decision
Period.  Given the size of the Debtors' operations and the
complexity of these Chapter 11 cases, the Debtors must evaluate
Unexpired Leases with hundreds of airports and other facilities
while also, among other things, (i) actively considering whether
to agree to perform all their obligations under the hundreds of
aircraft equipment leases the Debtors are party to pursuant to
section 1110 of the Bankruptcy Code, (ii) addressing issues with
their labor unions, and (iii) continuing to operate one of the
world's largest airlines, he stresses.

The Debtors have not been able to devote the requisite time and
effort necessary to carefully evaluate the economics of the
Unexpired Leases in the perspective of the Chapter 11 cases to
determine whether the assumption or rejection of each of the
Unexpired Leases would inure to the benefit of their estates,
their creditors, and other parties in interest, Mr. Youngman
asserts.

Moreover, the deemed rejection of the Unexpired Leases would
abruptly displace the Debtors' ongoing restructuring efforts and
greatly disrupt their global operations as many of the Unexpired
Leases are for airport terminal and aircraft maintenance
facilities that are crucial to the day-to-day operations of the
Debtors' business, Mr. Youngman stresses.  However, the Debtors
are committed to remaining current with respect to all undisputed
postpetition obligations under the Unexpired Leases in compliance
with Section 365(d)(3) of the Bankruptcy Code, he says.  Thus,
the proposed extension does not adversely affect the Debtors'
lessors with respect to the Unexpired Leases, he adds.

Judge Lane will consider the Debtors' request on March 22, 2012.
Objections are due no later than March 15.

                      About American Airlines

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

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

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

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

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

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

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., 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: Offers to Freeze Pension to Hasten Talks
-----------------------------------------------------------
AMR Corp.'s American Airlines, Inc., said it would freeze -- not
terminate -- pensions for its non-pilot employees to hasten talks
towards $1.25 billion in labor concessions, Mary Schlangenstein
of Bloomberg News reported.

The Transport Workers Union announced on March 7, 2012, that it
won a freeze of current pension plans for mechanics, baggage
handlers and other airport ground operations workers.  The union
stated that AMR agreed to drop its demand for an additional $600
to $800 million in concessions, which the company claimed was the
cost of a pension plan freeze.  In this regard, AMR said it will
seek additional capital to fund the frozen pensions without
giving out details, Bloomberg noted.

American has stressed the need to hasten the labor talks for it
emerge from bankruptcy in the near term.  Bloomberg noted,
however, that the airline has made little progress in talks with
its union since it unveiled its cost savings plan in February.
Bloomberg also noted that labor concessions constitute a major
part of the plan to cut costs by $2 billion a year and raise an
additional $1 billion as AMR restructurings under Chapter 11.

"We believe this solution would remove a major obstacle to
reaching consensual agreements and help to spark needed urgency
at the bargaining table," Jeff Brundage, American's senior vice
president for human resources, said in a letter to employees
obtained by Bloomberg.  "It's time to move to the next phase in
the restructuring process."

Josh Gotbaum, director at the Pension Benefit Guaranty
Corporation, welcomed AMR's pension plan freezes as good news.
"Bankruptcy forces tough choices, but that doesn't mean pensions
must be sacrificed for companies to succeed.  We will continue to
work with American and the other participants in the bankruptcy to
ensure that success," the PBGC director said in a statement.

TWU International President Jim Little said, "We would have
preferred to keep the existing defined-benefit plan in place,
but that simply was not possible."  "We're still discussing how
to handle retirement savings going forward, as well as a very
wide range of other issues.  We are not out of the woods."

Bloomberg notes that freezing benefits would allow employees to
keep full benefits accrued before the date they're stopped.

Meanwhile, American intends to not freeze pilot pensions because
of an existing lump-sum retirement payout option for pilots,
Bloomberg related.  The Allied Pilots Association already told
members that its advisers had concluded it would not be possible
to preserve the lump-sum payout option, the report noted.  As a
result, affected pilots will vote on whether to support freezing
the "A Plan" and giving up that option, union President David
Bates said, Bloomberg relayed.

The Association of Professional Flight Attendants is also
analyzing the freeze proposal's effect on its members.

AMR's attorneys are scheduled to update the Bankruptcy Court
regarding its progress on the labor concession talks at a
March 22, 2012 hearing.

            Unions Seek Arbitration in Labor Talks

American Airlines pilots, flight attendants, mechanics and
baggage handlers asked U.S. mediators to make an offer of binding
arbitration with respect to labor concession talks, according to
Bloomberg.

The unions' requests come as American said last week that time is
running out for consensual accords at the carrier, Bloomberg
noted.

Mr. Bates of APA indicated that bargaining a consensual agreement
may not prove to be possible.  The APA sued AMR last month to
block the carrier's rejecting an already expired collective
bargaining agreement or changing the employment policies.

Mr. Little of TWU said all efforts to reach voluntary agreements
through direct negotiations were exhausted, Bloomberg said.

AMR said it will wait for NMB before responding to the
arbitration proposal, the Dallas News reported.

The NMB declined to comment or confirm on whether it received
requests for arbitration from American's unions, spokesperson Don
West said, Bloomberg relayed.

                      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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., 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: Bid for Official Retiree Committee Wins Support
------------------------------------------------------------------
AMRRC Inc. and the Official Committee of Unsecured Creditors in
AMR Corp.'s Chapter 11 cases support the request of the Ad Hoc
Committee of Passenger Service Agents' request for an appointment
of an official committee of retired employees pursuant to Section
1114(d) of the Bankruptcy Code.

As reported in the Feb. 24, 2012 edition of the Troubled Company
Reporter, the group says the appointment of retirees committee is
necessary as the Debtors are now proposing to eliminate medical
benefits for retirees who were promised that they would have their
pre-funded medical benefits upon their retirement and who retired
in reliance on that promise.

Paul Mazzara, a retiree from American Airlines and chairman of
the board of AMRRC, Inc., tells the Court that he works regularly
with American Airlines retirees to try to assist them with
benefits issues, including problems when American Airlines
accidentally drops spouse medical coverage when a covered retiree
reaches age 65.  Mr. Mazzara says retirees from American Airlines
rely on company provided health and related benefits for basic
and critical health care and as a necessity for their budgeting
and financial planning.  Retirees, he added, need those benefits
and need to have advanced warning before changes in those
benefits that would adversely impact them.  He said he, and the
other members of the AMRRC board are, willing to serve on an 1114
Committee formed under an order of the bankruptcy court to
represent the interests of retirees who are either not
represented by a union or whose union declines to represent them
under Section 1114 of the Bankruptcy Code.

AMRRC is a non-profit corporation organized to advocate for the
interests of American Airlines retirees, particularly with regard
to their health, prescription drug, and related benefits
protected under bankruptcy law.

AMRRC is represented by:

        Neil A. Goteiner, Esq.
        Dean M. Gloster, Esq.
        FARELLA BRAUN + MARTEL LLP
        235 Montgomery Street, 17th Floor
        San Francisco, CA 94104
        Tel: (415) 954-4400
        Fax: (415) 954-4480
        E-mail: ngoteiner@fbm.com
                dgloster@fbm.com

Meanwhile, the Official Unsecured Creditors Committee finds the
request to form a Section 1114 Committee timely.

The Creditors' Committee points to the Debtors' public statements
that they are seeking to reduce total costs by 20% in each
working group and will no longer provide employer-paid retiree
benefits to active employees when they retire.

Based on the Debtors' report to the Creditors' Committee, the
retiree benefits at issue are not terminable at will, which
suggests that Section 1114 is likely to be implicated, the
Creditors' Committee says.  The Creditors' Committee, however,
seeks that only a single retiree committee be appointed to reduce
costs and provide for a focused, efficient negotiation for any
changes to the retirees' benefits.  In a supplement, the
Creditors' Committee proposes that the present scope of any
Section 1114 Committee should be limited to the threshold issue
-- examining whether the Debtors' Other Post-Employment Benefits
for any group of their retirees have not yet vested or are
otherwise terminable at will.

The Debtors, on the other hand, oppose the requests of AMR
Retirees Pension Protection Corporation and Ad Hoc Committee of
Passenger Service Agents and an ad hoc group of passenger service
agents to form committee of retirees under Section 1114(d) of the
Bankruptcy Code.

The Debtors relate that AMR is engaged in negotiations with the
collective bargaining agents who represent substantially all of
their non-salaried workforce.  AMR has also not initiated any
proceedings under Section 1113 of the Bankruptcy Code to reject
any of the relevant collective bargaining agreements, the Debtors
pointed out.

At this juncture, it would be premature to appoint a retirees
committee under Section 1114 for unionized employees or retirees,
the Debtors argue.  Similarly, the Debtors contend that it still
premature to appoint a retiree committee for non-unionized
retirees as AMR has not initiated any proceedings that deal with
retiree benefits.

U.S. Grey Eagles, Inc., d/b/a The Grey Eagles, Inc., also
objected to the Groups' Motions for reasons stated by the
Debtors.  U.S. Grey Eagles is represented by:

         Catherine Steege, Esq.
         David H. Hixson, Esq.
         JENNER & BLOCK LLP
         353 N. Clark St.
         Chicago, Illinois 60654
         Tel: (312) 222-9350
         E-mail: csteege@jenner.com
                 dhixson@jenner.com

               - and -

         Patrick J. Trostle
         JENNER & BLOCK LLP
         919 Third Avenue
         New York, NY 10022
         Tel: (212) 891-1600
         E-mail: ptrostle@jenner.com

Counsel to the ARPPC, Joshua J. Angel, Esq., at Herrick,
Feinstein LLP, in New York -- jangel@herrick.com -- argues that
none of the responses challenged the core basis for the Sec. 1114
Motion, namely that the Debtors' announced plans to reduce their
overall labor costs means that it is a certainty that they will
look for substantial reductions -- or perhaps outright
elimination of retiree benefits.  He further contends that the
argument that a committee cannot be appointed absent a pending
motion to modify retiree benefits puts the cart before the horse.
Under Section 1114(f)(1)(A), before a motion to modify retiree
benefits can be made, the trustee must have already made a
proposal to the authorized representative of retirees, he points
out.  He insists that ARPPC is a broadly-based group of AMR
retirees with members from all or nearly all of the key employee
functions of the Debtors.  Thus, if appointed to a Retiree
Committee, all of the prospective nominee of the ARPPC would be
qualified and able to represent the full spectrum of interests of
the Debtors' retirees, he maintains.

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

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


AMERICAN AIRLINES: Has Court OK for Weil Gotshal as Bankr. Counsel
------------------------------------------------------------------
Judge Sean Lane approved, on a final basis, AMR Corp. and its
affiliates' application to employ Weil, Gotshal & Manges LLP as
their counsel, nunc pro tunc to the Petition Date.  Weil will not
withdraw as the Debtors' counsel prior to the effective date of
any Chapter 11 Plan confirmed in these Chapter 11 cases without
prior approval of the Court, Judge Lane held.

As reported in the Jan. 18, 2012 edition of the Troubled Company
Reporter, the services to be provided by the firm include the
preparation of court papers in connection with the Debtors'
bankruptcy plans and the administration of their estates.  Weil
Gotshal will also handle the prosecution and defense of lawsuits,
and the negotiation of disputes involving the Debtors.

Weil Gotshal will be paid for its services on an hourly basis and
will get reimbursed for expenses.  The firm's hourly rates range
from $760 to $1,075 for members and counsel; $430 to $750 for
associates; and $175 to $310 for paraprofessionals.  The firm
agreed to cap its hourly rate at $1,000 for the representation.

Weil Gotshal received roughly $2.2 million as retainer, according
to court papers.

Alfredo Perez, Esq., a member of Weil Gotshal & Manges LLP,
disclosed in a declaration that his firm does not hold or
represent interest adverse to the Debtors' estates, and that it is
a "disinterested person" under Section 101(14) of the Bankruptcy
Code.

                      About American Airlines

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

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

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

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

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

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

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., 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: American Eagle Files SAL and SOFA
----------------------------------------------------

A. Real Property                                             $0
B. Personal Property
B.1 Cash on hand
     Systemwide Station Petty Cash and Working Funds     73,552
B.2 Bank Accounts
     CIBC-Canadian Imperial Bank Commerce             1,008,197
     Grupo Financiero Santander Serfin                   76,629
     Wells Fargo                                              0

B.3 Security Deposits with public utilities           1,057,866
    See http://bankrupt.com/misc/AmEagleB3Deposits.pdf

B.15 Government and corporate bonds
      Bank Notes and Time Deposits                 Undetermined
B.16 Accounts receivable
      Intercompany Receivable - American
       Airlines, Inc.                               300,483,184
      Trade Receivable - Net                         11,245,311
      Long Term Notes Receivable                      4,452,262
      VAT                                             1,203,823
      Insurance Receivable                              925,752
      Tax Receivable                                    729,552
      Employee Receivable                               649,793

B.18 Other liquidated debts
      Various Insurance Claims for Recovery of
       Property Damage                                1,407,626
      Property Tax on Aircraft and Personal Property     60,000
      Sales Tax Paid on Fuel used in Exempt Equipment    18,342

B.23 Licenses, franchises and other general intangibles
      Various Stat Alcohol Licenses                Undetermined

B.27 Aircraft and accessories
      Flight Assemblies                              67,920,701
      Engines-owned                                  58,687,017
      Flight Construction work-in-progress               36,886

B.28 Office equipment, furnishings, and supplies
      Software                                        5,731,880
      Ground Construction work-in-progress              170,770
      Furniture and Office Equipment                     56,934

B.29 Machinery, fixtures, equipment and supplies
      Ramp Equipment-Motorized                        6,670,756
      Ground Equipment                                1,739,344
      M&E Equipment                                     955,971
      Ramp Equipment-Nonmotorized                       332,750
      Ground Vehicles/Equipment                         337,584
      Flight Training Equipment                         202,593

B.30 Inventory
      Expendable and Rotable Parts, Net              43,703,909
      Obsolescence Reserve Spare Parts              (24,735,240)
      Expendable Parts under Contract                11,443,891
      Jet Aircraft Fuel                               5,650,568
      Clearing for AA/PAA Swap                        1,349,625
      Catering Inventory                                703,209
      Uniforms Inventory                                282,686

B.35 Other personal property
      Intercompany - Deferred Federal Tax Adjustment 11,645,624
      Leasehold Improvements                          1,291,611
      Non-Operating Aircraft Net                      8,141,192
      Prepaid Jetfuel                                10,850,216
      Prepaid Operating Expenses                      1,003,031
      Prepaid Rentals                                   856,068
      Spare Parts Credit Memo                           389,563

    TOTAL SCHEDULED ASSETS                         $538,811,040
    ===========================================================

C. Property Claimed as Exempt                               N/A

D. Creditors Holding Secured Claims                          $0

E. Creditors Holding Unsecured Priority Claims
    Taxes and Certain Other Debts Owed to
     Governmental Units                               2,277,432
      See http://bankrupt.com/misc/AmEagleE1Taxes.pdf

F. Creditors Holding Unsecured Nonpriority Claims
    Trade Payables                                   35,582,175
     See http://bankrupt.com/misc/AmEagleF1TradePayables.pdf

    Insurance                                      Undetermined
     See http://bankrupt.com/misc/AmEagleF2Insurance.pdf

    Litigation                                     Undetermined
     See http://bankrupt.com/misc/AmEagleF3Litigation.pdf

    Other Payables                                 Undetermined
     See http://bankrupt.com/misc/AmEagleF4OtherPayables.pdf

    TOTAL SCHEDULED LIABILITIES                     $37,859,608
    ===========================================================

                   Statement of Financial Affairs

American Eagle Airlines reported income from the operation of its
business, mainly from passenger/freight/mail/operating revenue,
during the two years immediately preceding the Petition Date:

        Income                     Period
        ------                     ------
       $2,115,577,435              YTD 11/29/11
       $1,992,180,560              FYE 2010
       $1,845,822,849              FYE 2009

American Eagle also received income other than from the operation
of its business, specifically from interest income, during the
two years immediately preceding the Petition Date:

        Income                     Period
        ------                     ------
        $2,318,132                 YTD 11/29/11
        $2,064,781                 FYE 2010
        $93,853,953                FYE 2009

James B. Burnett, authorized agent for American Eagle, stated
that the Debtor made payments to various creditors within 90 days
immediately before the Petition Date.  A schedule of the 90-day
payments is available for free at:

        http://bankrupt.com/misc/AmEagleSofA3b.pdf

The Debtor also made payments within one year immediately
preceding the Petition Date to or for the benefit of creditors
who are or were insiders, as set forth in American Airlines,
Inc.'s statement of financial affairs.  A schedule of the
payments is available for free at:

        http://bankrupt.com/misc/AmAirSofA3c.pdf

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

        http://bankrupt.com/misc/AmEagleSofA4a.pdf

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

John T. Hutchinson is the Debtor's bookkeeper and accountant who
within the two years immediately preceding the Petition Date kept
or supervised the keeping of books and records.  Mr. Hutchinson
works as the Debtor's bookkeeper from January 2006 to present.

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

Mr. Burnett disclosed that the last two inventories taken of the
Debtor's property, the name of the person who supervised the
inventories, and the value of each inventory are:

  Date of               Inventory            Value of
  Inventory             Supervisor           Inventory
  ---------             ----------           ---------
  Ongoing (Expendables  John D. Nicks        $57,483,320
  and Rotables)

  Ongoing (Jet Fuel)    John D. Nicks        $5,650,568

Each Inventory Supervisors is in possession of the records of the
inventory he has taken.

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

                                               Nature and %
Name                 Title                  of Stock ownership
----                 -----                  ------------------
AMR Eagle Holding                               100% Ownership
Corporation

Thomas W. Horton     Director and Chairman           N/A
                     of the Board

Daniel P. Garton     Director, President, and        N/A
                     Chief Executive Officer

Fred E. Cleveland    Senior Vice President           N/A

John T. Hutchinson   Senior Vice President and       N/A
                     Chief Financial Officer

Kathleen A. Soled    Corporate Secretary             N/A

Kenneth W. Wimberly  Director                        N/A

The Debtor's former officers are:

Name                            Title
----                            -----
G. George Hazy                  Senior Vice President
Gerard J. Arpey                 Director and Chairman of the
                                 Board

The Debtor also incorporated American Airlines, Inc.'s list of
withdrawals or distributions credited or given to an insider,
including compensation in any form, bonuses, loans, stock
redemptions, options exercised and any other perquisite during
one year immediately preceding the Petition Date.  The list is
available for free at http://bankrupt.com/misc/AmAirSofA23.pdf

The Debtor has been contributing to American Eagle 401(k) Capital
Accumulation Plan for Employees of Participating AMR Eagle
Holding Corporation Subsidiaries and American Eagle Puerto Rico
Capital Accumulation Plan for Employees of Participating AMR
Eagle Holding Corporation Subsidiaries, within six years
immediately before the Petition Date.

                      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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., 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 APPAREL: Deregisters Unsold Securities
-----------------------------------------------
American Apparel, Inc., filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No. 1 to the
Registration Statement on Form S-1 (File No. 333-176547), which
was declared effective by the SEC on Dec. 5, 2011, to deregister
all unsold shares of outstanding common stock registered under the
Registration Statement as of March 12, 2012, and to terminate the
effectiveness of the Registration Statement, because the Company
is no longer contractually obligated to maintain the effectiveness
of that Registration Statement.  A copy of the filing is available
for free at http://is.gd/fGEn5w

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional 27.4
million shares at the same price

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

The Company also reported a net loss of $28.15 million on
$389.76 million of net sales for the nine months ended Sept. 30,
2011, compared with a net loss of $67.01 million on
$389.02 million of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.

                        Bankruptcy Warning

According to the Form 10-Q for the quarter ended Sept. 30, 2011,
the Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011.  Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.

The Company said there can be no assurance that management's plan
to improve its operating performance and financial position will
be successful or that the Company will be able to obtain
additional financing on commercially reasonable terms or at all.
As a result, the Company's liquidity and ability to timely pay its
obligations when due could be adversely affected.  Any new
financing also may be substantially dilutive to existing
stockholders and may require reductions in exercise prices or
other adjustments of the Company's existing warrants.
Furthermore, the Company's vendors and landlords may resist
renegotiation or lengthening of payment and other terms through
legal action or otherwise.  If the Company is not able to timely,
successfully or efficiently implement the strategies that it is
pursuing to improve its operating performance and financial
position, obtain alternative sources of capital or otherwise meet
its liquidity needs, the Company may need to voluntarily seek
protection under Chapter 11 of the U.S. Bankruptcy Code.


AMERICAN INT'L GROUP: Former Bailout Watchdogs Condemn Tax Break
----------------------------------------------------------------
American Bankruptcy Institute reports that former members of a
congressional panel that oversaw bailouts during the financial
crisis blasted the Treasury Department Monday for quietly granting
a tax break worth billions to insurance giant American
International Group.

                             About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


ATLANTIC & PACIFIC: Plan Declared Effective; Two Creditors Appeal
-----------------------------------------------------------------
Great Atlantic & Pacific Tea Co. formally emerged from the
bankruptcy reorganization March 13.

U.S. Bankruptcy Judge Robert D. Drain on Feb. 27 entered an order
confirming the First Amended Joint Plan of Reorganization dated
Feb. 17, 2012, of The Great Atlantic & Pacific Tea Co.

The plan was approved despite objections filed by several parties.

The Plan provides for, among other things, a $490 million in
financing from Yucaipa Cos., cancellation of existing equity
interests and zero recovery for shareholders.  Yucaipa's Ron
Burkle will be chairman of the reorganized entity.

The prior iteration of the plan allocated $40 million cash for
unsecured creditors and targeted a 2.1% to 2.7% recovery by
unsecured creditors.  But after the debtors failed to obtain $750
million in plan financing, the Debtors were forced to amend the
Plan.  Under the revised plan, instead of the $40 million cash
payment, several classes of unsecured creditors will receive
contingent payments that could be as much as $40 million.  If the
business is sold within five years, so net cash to the new owners
is at least $800 million, unsecured creditors will receive $10
million for their contingent payment rights.  The contingent
payment increases until it reaches $40 million if the owners
receive net cash of $1.5 billion from a sale.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Food Employers Labor Relations Association and
the United Food & Commercial Workers Pension Fund appealed from
the confirmation order on March 12.  The appeal by itself didn't
stop consummation of the plan. Often, consummating a plan means an
appeal will be dismissed, if an appellate court can't grant
effective relief.

                  About Great Atlantic & Pacific

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

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

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

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

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


ATLANTIS OF JACKSONVILLE: Case Summary & Creditors List
-------------------------------------------------------
Debtor: The Atlantis of Jacksonville Beach, Inc.
        P.O. Box 330108
        Atlantic Beach, FL 32233-0108

Bankruptcy Case No.: 12-01553

Chapter 11 Petition Date: March 9, 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

Scheduled Assets: $10,000,000

Scheduled Liabilities: $6,592,590

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-01553.pdf

The petition was signed by Chris Hionides, president.

Affiliate that previously filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Shoppes of Lakeside                   10-05199            06/15/10


AVIS BUDGET: Moody's Assigns Ratings to Series 2012-1 Notes
-----------------------------------------------------------
Moody's Investors Service has assigned provisional ratings of
(P)Aaa(sf) to the Series 2012-1 Class A fixed rate Rental Car
Asset Backed Notes (Class A Notes) and (P)Baa2(sf) to the Series
2012-1 Class B fixed rate Rental Car Asset Backed Notes (Class B
Notes and, together with the Class A Notes, the Series 2012-1
Notes). The Series 2012-1 Notes, which have approximately a 41
month expected final maturity, are expected to be issued by Avis
Budget Rental Car Funding (AESOP) LLC (the Issuer). The Issuer is
an indirect subsidiary of the sponsor, Avis Budget Car Rental, LLC
(ABCR). ABCR is a subsidiary of Avis Budget Group, Inc. (B1
corporate family rating/stable outlook). ABCR is the owner and
operator of Avis Rent A Car System, LLC (Avis) and Budget Rent A
Car System, Inc. (Budget).

As described in a separate press release, the Issuer is also
planning to contemporaneously issue its Series 2012-2 Notes with a
62 month expected final maturity.

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2012-1

Series 2012-1 Class A Notes, Assigned (P)Aaa(sf)

Series 2012-1 Class B Notes, Assigned (P)Baa2(sf)

Ratings Rationale

As further described below, the provisional ratings for the Series
2012-1 Notes are based on (1) collateral in the form of rental
fleet vehicles, (2) the presence of ABCR as lessee under operating
leases, (3) minimum liquidity in the form of cash or letters of
credit, (4) the legal structure, (5) the capabilities and the
expertise of ABCR, (6) and in the case of the Class A Notes,
subordination provided by the Class B Notes.

The total enhancement requirement for the Series 2012-1 Notes is
dynamic and is determined as the sum of (1) 25.00% for vehicles
subject to a guaranteed depreciation or repurchase program from
eligible manufacturers (program vehicles) rated at least Baa2
(unlimited) or Baa3 (subject to a limit of 10% of the total
securitized fleet by net book value); (2) 29.00% for all other
program vehicles; and (3) 33.00% for non-program (risk) vehicles;
in each case, as a percentage of the outstanding note balance.
Consequently, the actual required amount of credit enhancement
fluctuates based on the mix of vehicles in the securitized fleet.
As in prior transactions the required total enhancement must
include a minimum portion which is liquid (in cash and/or letter
of credit), sized as a percentage of the outstanding note balance,
rather than fleet vehicles. The Class A Notes also benefit from
subordination provided by the Class B Notes representing 13% of
the outstanding Series 2012-1 Note balance.

The transaction allocates cash flows sequentially: (1) interest
payments to the subordinate Class B Notes only once all interest
due on the Class A Notes is fully paid and (2) if no amortization
event occurs and is continuing, principal payments to the
subordinate Class B Notes after the Class A Notes are paid in
accordance with their scheduled controlled amortization.

The Series 2012-1 Notes are to be sold in a privately negotiated
transaction without registration under the Securities Act of 1933
(the Act) under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act. The issuance is
expected to be designed to permit resale under Rule 144A.

The principal methodology used in rating the notes is described
below. Other methodologies that may have been used can be found at
www.moodys.com

KEY FACTORS IN RATING ANALYSIS

The key factors in Moody's rating analysis include (1) the
probability of default by ABCR, as lessee, (2) the likelihood of a
bankruptcy or default by the auto manufacturers providing vehicles
to the rental car fleet owned by the Lessors, and (3) the recovery
rate on the rental car fleet in the event that ABCR defaults.
Monte Carlo simulation modeling was used to assess the impact on
bondholders of these variables.

Moody's ratings analysis makes assumptions about key factors, such
as (1) the likelihood of default of ABCR (and the vehicle
manufacturers who provide program agreements), (2) the composition
of the pool's vehicle mix over time and (3) the realizable value
of the portion of the fleet backing the ABS should fleet
liquidation be necessary. Data is unavailable on vehicle values in
a large scale stressed liquidation. To address this variability,
Moody's makes assumptions it believes to be conservative about
appropriate recovery value haircuts. Consequently, the rating
action was based on limited historical data.

V-SCORE AND LOSS SENSITIVITY

Moody's V Score. The V Score for this transaction is Medium, which
is the same as the V score assigned for the U.S. Rental Car ABS
sector. The V Score indicates "Medium" uncertainty about critical
assumptions.

Moody's V Scores provide a relative assessment of the quality of
available credit information and the potential variability around
the various inputs to a rating determination. The V Score ranks
transactions by the potential for significant rating changes owing
to uncertainty around the assumptions due to data quality,
historical performance, the level of disclosure, transaction
complexity, the modeling and the transaction governance that
underlie the ratings. V Scores apply to the entire transaction
(rather than individual tranches).

Moody's Parameter Sensitivities. For this exercise, Moody's
analyzed stress scenarios assessing the potential model-indicated
output impact if (a) the current B1 corporate family rating (CFR)
of ABCR's parent was to immediately decline to B3, Caa1, Caa2 and
Caa3 and (b) the assumed modeled haircuts to estimated depreciated
vehicle market values were increased by 5%, 10% and 15%. Haircuts
are expressed as a percentage of the estimated depreciated market
value of the vehicle collateral. Moody's models potential vehicle
collateral liquidation value by estimating depreciated market
value and then applying haircuts and Moody's uses triangular
distributions for those haircuts. The stresses increase the base
case triangular distribution haircuts by the following percentage
points: 5%, 10% and 15%. For example, if one of the triangular
distribution haircuts in the base case is (5%, 15%, 30%), and this
is increased by 5% points, then the resulting stressed haircut
would be a triangular distribution of (10%, 20%, 35%).

Using such assumptions, the Aaa initial model-indicated output for
the Class A Notes might change as follows: (a) with ABCR's
parent's CFR at B1, the Aaa initial note output would remain Aaa
under both the base recovery and 5% increase in market value
haircut assumptions but change to Aa2 and A1 with each lower
recovery assumption; (b) with ABCR's parent's CFR at B3, the Aaa
initial note output would remain Aaa under the base recovery but
change to Aa1, Aa2 and A2 with each lower recovery assumption; (c)
with ABCR's parent's CFR at Caa1, the Aaa initial note output
would remain Aaa under the base recovery but change to Aa1, Aa2
and A3 with each lower recovery assumption; (d) with ABCR's
parent's CFR at Caa2, the Aaa initial note output would remain Aaa
under the base recovery but change to Aa1, Aa3 and Baa1 with each
lower recovery assumption; (e) with ABCR's parent's CFR at Caa3,
the Aaa initial note output would remain Aaa under the base
recovery but change to Aa1, Aa3 and Baa2 with each lower recovery
assumption

Also using the above assumptions, the Baa2 initial model-indicated
output for the Class B Notes might change as follows: (a) with
ABCR's parent's CFR at B1, the Baa2 initial note output would
remain at Baa2 using the base recovery assumption but change to
Ba1, B2 and below B3 with each lower recovery assumption; (b) with
ABCR's parent's CFR at B3, the Baa2 initial note output would
remain at Baa2 using the base recovery assumption but change to
Ba2, below B3 and below B3 with each lower recovery assumption;
(c) with ABCR's parent's CFR at Caa1, the Baa2 initial note output
would change to Baa3 using the base recovery assumption and change
to Ba3, below B3 and below B3 with each lower recovery assumption;
(d) with ABCR's parent's CFR at Caa2, the Baa2 initial note output
would change to Baa3 using the base recovery assumption and change
to B2, below B3 and below B3 with each lower recovery assumption;
(e) with ABCR's parent's CFR at Caa3, the Baa2 initial note output
would change to Ba1 using the base recovery assumption and change
to B3, below B3 and below B3 with each lower recovery assumption.

Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time, rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.


AVIS BUDGET: Moody's Assigns Ratings to Series 2012-2 Notes
-----------------------------------------------------------
Moody's Investors Service has assigned provisional ratings of
(P)Aaa(sf) to the Series 2012-2 Class A fixed rate Rental Car
Asset Backed Notes (Class A Notes) and (P)Baa2(sf) to the Series
2012-2 Class B fixed rate Rental Car Asset Backed Notes (Class B
Notes and, together with the Class A Notes, the Series 2012-2
Notes). The Series 2012-2 Notes, which have approximately a 62
month expected final maturity, are expected to be issued by Avis
Budget Rental Car Funding (AESOP) LLC (the Issuer). The Issuer is
an indirect subsidiary of the sponsor, Avis Budget Car Rental, LLC
(ABCR). ABCR is a subsidiary of Avis Budget Group, Inc. (B1
corporate family rating/stable outlook). ABCR is the owner and
operator of Avis Rent A Car System, LLC (Avis) and Budget Rent A
Car System, Inc. (Budget).

As described in a separate press release, the Issuer is also
planning to contemporaneously issue its Series 2012-1 Notes with a
41 month expected final maturity.

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2012-2

Series 2012-2 Class A Notes, Assigned (P)Aaa(sf)

Series 2012-2 Class B Notes, Assigned (P)Baa2(sf)

Ratings Rationale

As further described below, the provisional ratings for the Series
2012-2 Notes are based on (1) collateral in the form of rental
fleet vehicles, (2) the presence of ABCR as lessee under operating
leases, (3) minimum liquidity in the form of cash or letters of
credit, (4) the legal structure, (5) the capabilities and the
expertise of ABCR, (6) and in the case of the Class A Notes,
subordination provided by the Class B Notes.

The total enhancement requirement for the Series 2012-2 Notes is
dynamic and is determined as the sum of (1) 25.00% for vehicles
subject to a guaranteed depreciation or repurchase program from
eligible manufacturers (program vehicles) rated at least Baa2
(unlimited) or Baa3 (subject to a limit of 10% of the total
securitized fleet by net book value); (2) 30.25% for all other
program vehicles; and (3) 34.00% for non-program (risk) vehicles;
in each case, as a percentage of the outstanding note balance.
Consequently, the actual required amount of credit enhancement
fluctuates based on the mix of vehicles in the securitized fleet.
As in prior transactions the required total enhancement must
include a minimum portion which is liquid (in cash and/or letter
of credit), sized as a percentage of the outstanding note balance,
rather than fleet vehicles. The Class A Notes also benefit from
subordination provided by the Class B Notes representing 13% of
the outstanding Series 2012-2 Note balance. The transaction
allocates cash flows sequentially: (1) interest payments to the
subordinate Class B Notes only once all interest due on the Class
A Notes is fully paid and (2) if no amortization event occurs and
is continuing, principal payments to the subordinate Class B Notes
after the Class A Notes are paid in accordance with their
scheduled controlled amortization.

The Series 2012-2 Notes are to be sold in a privately negotiated
transaction without registration under the Securities Act of 1933
(the Act) under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act. The issuance is
expected to be designed to permit resale under Rule 144A.

The principal methodology used in rating the notes is described
below. Other methodologies that may have been used can be found at
www.moodys.com

KEY FACTORS IN RATING ANALYSIS

The key factors in Moody's rating analysis include (1) the
probability of default by ABCR, as lessee, (2) the likelihood of a
bankruptcy or default by the auto manufacturers providing vehicles
to the rental car fleet owned by the Lessors, and (3) the recovery
rate on the rental car fleet in the event that ABCR defaults.
Monte Carlo simulation modeling was used to assess the impact on
bondholders of these variables.

Moody's ratings analysis makes assumptions about key factors, such
as (1) the likelihood of default of ABCR (and the vehicle
manufacturers who provide program agreements), (2) the composition
of the pool's vehicle mix over time and (3) the realizable value
of the portion of the fleet backing the ABS should fleet
liquidation be necessary. Data is unavailable on vehicle values in
a large scale stressed liquidation. To address this variability,
Moody's make assumptions it believes to be conservative about
appropriate recovery value haircuts. Consequently, the rating
action was based on limited historical data.

V-SCORE AND LOSS SENSITIVITY

Moody's V Score. The V Score for this transaction is Medium, which
is the same as the V score assigned for the U.S. Rental Car ABS
sector. The V Score indicates "Medium" uncertainty about critical
assumptions.

Moody's V Scores provide a relative assessment of the quality of
available credit information and the potential variability around
the various inputs to a rating determination. The V Score ranks
transactions by the potential for significant rating changes owing
to uncertainty around the assumptions due to data quality,
historical performance, the level of disclosure, transaction
complexity, the modeling and the transaction governance that
underlie the ratings. V Scores apply to the entire transaction
(rather than individual tranches).

Moody's Parameter Sensitivities. For this exercise, Moody's
analyzed stress scenarios assessing the potential model-indicated
output impact if (a) the current B1 corporate family rating (CFR)
of ABCR's parent was to immediately decline to B3, Caa1, Caa2 and
Caa3 and (b) the assumed modeled haircuts to estimated depreciated
vehicle market values were increased by 5%, 10% and 15%. Haircuts
are expressed as a percentage of the estimated depreciated market
value of the vehicle collateral. Moody's models potential vehicle
collateral liquidation value by estimating depreciated market
value and then applying haircuts and Moody's uses triangular
distributions for those haircuts. The stresses increase the base
case triangular distribution haircuts by the following percentage
points: 5%, 10% and 15%. For example, if one of the triangular
distribution haircuts in the base case is (5%, 15%, 30%), and this
is increased by 5% points, then the resulting stressed haircut
would be a triangular distribution of (10%, 20%, 35%).

Using such assumptions, the Aaa initial model-indicated output for
the Class A Notes might change as follows: (a) with ABCR's
parent's CFR at B1, the Aaa initial note output would remain Aaa
under the base recovery but change to Aa1, Aa2 and A1 with each
lower recovery assumption; (b) with ABCR's parent's CFR at B3, the
Aaa initial note output would remain Aaa under the base recovery
but change to Aa1, Aa2 and A2 with each lower recovery assumption;
(c) with ABCR's parent's CFR at Caa1, the Aaa initial note output
would remain Aaa under the base recovery but change to Aa1, Aa3
and A3 with each lower recovery assumption; (d) with ABCR's
parent's CFR at Caa2, the Aaa initial note output would remain Aaa
under the base recovery but change to Aa1, Aa3 and Baa1 with each
lower recovery assumption; (e) with ABCR's parent's CFR at Caa3,
the Aaa initial note output would remain Aaa under the base
recovery but change to Aa1, Aa3 and Baa2 with each lower recovery
assumption

Also using the above assumptions, the Baa2 initial model-indicated
output for the Class B Notes might change as follows: (a) with
ABCR's parent's CFR at B1, the Baa2 initial note output would
remain at Baa2 using the base recovery assumption but change to
Ba1, B2 and below B3 with each lower recovery assumption; (b) with
ABCR's parent's CFR at B3, the Baa2 initial note output would
change to Baa2 using the base recovery assumption and change to
Ba2, below B3 and below B3 with each lower recovery assumption;
(c) with ABCR's parent's CFR at Caa1, the Baa2 initial note output
would change to Baa3 using the base recovery assumption and change
to Ba3, below B3 and below B3 with each lower recovery assumption;
(d) with ABCR's parent's CFR at Caa2, the Baa2 initial note output
would change to Baa3 using the base recovery assumption and change
to B1, below B3 and below B3 with each lower recovery assumption;
(e) with ABCR's parent's CFR at Caa3, the Baa2 initial note output
would change to Ba1 using the base recovery assumption and change
to B3, below B3 and below B3 with each lower recovery assumption.

Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time, rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.


AVISTAR COMMUNICATIONS: C. Lauwers to Resign as Product Officer
---------------------------------------------------------------
Dr. Chris Lauwers notified Avistar Communications Corporation,
that he would resign as the Company's Chief Technology and Product
Officer, effective as of March 23, 2012.

                    About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

The Company also reported a net loss of $4.11 million on
$6.78 million of total revenue for the nine months ended Sept. 30,
2011, compared with net income of $6.32 million on $18.03 million
of total revenue for the same period a year ago.

The Company reported a net loss of $6.42 million on $7.95 million
of revenue for the twelve months ended Dec. 31, 2011, compared
with net income of $4.45 million on $19.65 million of total
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $5.16 million
in total assets, $18.10 million in total liabilities and a $12.93
million total stockholders' deficit.


BANNING LEWIS: Devt. I & II Chapter 11 Case Dismissed
-----------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has issued a preliminary order dismissing the
Chapter 11 case of Banning Lewis Ranch Development I & II, LLC.

The Chapter 11 case will remain open pending resolution of
professional fee applications.  The Court will schedule a hearing
on March 26, 2012, at 2:00 p.m. to consider final fee applications
of professionals as they relate to Banning Lewis Ranch Development
I & II, LLC.

                        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.


BERNARD L. MADOFF: Mets Seek to Bar Phrase "Other Peoples' Money"
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. along with Fred Wilpon and other owners of the New
York Mets baseball club filed more than 30 papers asking U.S.
District Judge Jed Rakoff either to permit or disallow specified
pieces of evidence at the trial to begin March 19 in which the
trustee will ask a jury to require the return of $303 million by
the Wilpon group.  The report relates that among the disputes, the
Wilpon group wants Judge Rakoff to bar the trustee from saying
that the money taken out of the Madoff firm represented "other
peoples' money."   The Wilpon suit in district court is Picard v.
Katz, 11-03605, U.S. District Court, Southern District of New York
(Manhattan).

                       30 Witnesses Lined Up

Mr. Rochelle, in a separate report, says the Madoff trustee, and
the Mets owners filed a pretrial order listing the witnesses,
agreed facts and contentions they will make at the jury trial
scheduled to begin March 19 in U.S. District Court in New York.

According to the report, the trial will decide whether the Wilpon
group must pay the Madoff trustee $303 million on top of $83
million the federal district judge already is requiring them to
give up.

The report relates that the Madoff trustee plans on calling 18
witnesses while the Wilpon group has 12 on its witness list. In
addition to Fred Wilpon, the Mets owners will call Hall of Fame
pitcher Sandy Koufax and former Manhattan District Attorney Robert
Morgenthau as witnesses.

                      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.


BERNARD L. MADOFF: Trustee Opposes Top Court Hearing on Claims
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. said in court papers that the U.S. Supreme Court
has no reason to accept an appeal of a circuit court opinion
deciding how to calculate customer claims in a brokerage
liquidation.

The report recounts that the U.S. Court of Appeals for the Second
Circuit ruled in August that Madoff customer claims must equal the
amount of cash invested less the amount taken out.  Dozens of
customers filed a petition for certiorari in the Supreme Court.

According to the report, in briefs filed March 9, the Madoff
trustee and the Securities Investor Protection Corp. told the
justices there is no important unsettled question of federal law
that that should undergo another appeal. Irving Picard, the
trustee, argues that the approved calculation method is proper
under the plain meaning of the statute, which says that customers'
claims are to be determined "insofar as such obligations are
ascertainable from the books and records."

The Wilpon appeal to the Supreme Court is Sterling Equities
Associates v. Picard, 11-968, U.S. Supreme Court.

                      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.


BEYOND OBLIVION: William Sword-Led Auction on March 20
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Beyond Oblivion Inc. decided that an affiliate of
William Sword & Co. will make the first bid at auction scheduled
for March 20.  Sword is offering $1.5 million in cash and a $1.5
million note with 6% interest payable in one year.  Beyond
Oblivion's investment banker values the note at $900,000.  Sword
had been an investment adviser for Beyond Oblivion before the
bankruptcy filing.  Other bids are due initially on March 15. A
hearing to approve the sale is set for March 26.

                      About Beyond Oblivion

Beyond Oblivion Inc. is a digital music startup that raised $87
million from investors like Rupert Murdoch's News Corp and
investment bank Alle & Co. director Snaley Shuman.  Beyond
Oblivion aimed to compete with Apple Inc.'s iTunes but its music
service never saw the light of day.

Beyond Oblivion Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-10282) on Jan. 24, 2012, estimating
assets of between $1 million and $10 million, and debts of between
$100 million to $500 million.

The Company owes $50 million each to Sony Music Entertainment and
Warner Music Group in unsecured 'trade debt.'

Gerard Sylvester Catalanello, Esq., at Duane Morris LLP, in New
York, serves as counsel.


BGA LLC: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: BGA LLC
        500 Skokie Boulevard, Suite 325
        Northbrook, IL 60062

Bankruptcy Case No.: 12-09277

Chapter 11 Petition Date: March 9, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: William J Factor, Esq.
                  THE LAW OFFICE OF WILLIAM J. FACTOR, LTD
                  1363 Shermer Road, Suite 224
                  Northbrook, IL 60062
                  Tel: (847) 239-7248
                  Fax: (847) 574-8233
                  E-mail: wfactor@wfactorlaw.com

Estimated Assets: $0 to $50,000

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/ilnb12-09277.pdf

The petition was signed by Bernard Wiczer, manager.


CAESARS ENTERTAINMENT: S&P Retains 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Las Vegas-based Caesars Entertainment
Operating Co. Inc.'s (CEOC), a wholly owned subsidiary of Caesars
Entertainment Corp., extended first-lien senior secured $1.86
billion B-6 term loan due Jan. 28, 2018 and $25 million extended
revolver due Jan. 28, 2017. "At the same time, we assigned issue-
level and recovery ratings to the $1.25 billion 8.5% senior
secured notes (first-lien) offering issued jointly by Caesars
Operating Escrow LLC and Caesars Escrow Corp. (the escrow issuers)
and then subsequently assumed by CEOC. We assigned the term loan,
revolver, and notes our 'B' issue-level rating (one notch higher
than our 'B-' corporate credit rating on the company) and our
recovery rating of '2' indicating our expectation for substantial
(70%-90%) recovery for lenders in the event of a payment default.
CEOC used nearly $1.1 billion of the net proceeds of the 8.5%
notes to repay a portion of its term loans," S&P said.

"Our rating assignment follows the closing of all the transactions
and our review of final documentation," S&P said.

"Our 'B-' corporate credit rating on CEOC and its parent company,
Caesars Entertainment Corp. (Caesars) remains unchanged. The
rating outlook is stable," S&P said.

"Our 'B-' corporate credit rating on Las Vegas-based Caesars
Entertainment Corp. reflects our assessment of the company's
financial risk profile as 'highly leveraged' and our assessment of
the company's business risk profile as 'satisfactory,' according
to our criteria," S&P said.

"Our assessment of Caesars' financial risk profile as 'highly
leveraged' reflects its very weak credit measures and our belief
that prospects for meaningful growth in net revenue and EBITDA in
2012 or 2013 do not seem promising, given the current economic
outlook and competitive dynamics in the company's key markets,"
said Standard & Poor's credit analyst Melissa Long.

"Our rating outlook on Caesars is stable, reflecting our
expectation that EBITDA will grow modestly in 2012 and 2013,
which, despite very weak credit measures, should allow the company
to continue meeting debt service obligations and maintain an
adequate cushion under its financial covenant. In addition, the
stable rating outlook reflects minimal debt maturities over the
next several years," S&P said.

"A revision of the rating outlook to negative or a downgrade could
result without at least modest growth over the next few quarters
and an expectation for positive operating momentum to continue to
build in 2013: Caesars could otherwise be challenged to meet fixed
charges while servicing its current capital structure and might
again seek to restructure its debt obligations. Given very weak
credit measures and limited capacity for debt repayment, an
upgrade seems unlikely over the next few years and would require
sustained meaningful growth in cash flow generation," S&P said.


CAMARILLO PLAZA: Owner Closes LazerTag, Mulls Sale for $150,000
---------------------------------------------------------------
David Yamamoto at Ventura Star reports that LazerTag Extreme in
Camarillo, California, is for sale.

According to the report, Arnie Klein, who with his wife, Tina,
owns bankrupt Camarillo Shopping Plaza on East Daily Drive, home
of LazerTag, said he's not interested in running the business
himself anymore and has leased its space to a higher-paying
tenant.  "I don't have the strength to keep it going," the report
Mr. Klein as saying. "My business is really real estate, not
retail."

The report notes LazerTag is expected to close March 18, 2012.
Mr. Klein would like to sell the business for $150,000.

According to the report, Mr. Klein related that LazerTag began in
Oxnard as LazerStar and moved to Camarillo 13 years ago.  The
first manager rented the business and ran it very well.  The
Kleins bought it from the owner four years ago and sold it to
someone local.  After two years, Mr. Klein and his wife took it
back, he said.

According to the report, Mr. Klein said he's rented LazerTag's
spot to Camarillo International Market and that the grocer will
pay "a much better rent" that he didn't disclose.  The extra
monthly income will help Mr. Klein pay off the shopping center's
debts.  The report notes the Kleins filed to stop default interest
accumulating on late payments on a $12 million loan.

                    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.
The petition was signed by Aaron Arnold Klein, managing partner.


CANO PETROLEUM: Extends CFO Homier's Employment to August
---------------------------------------------------------
Cano Petroleum, Inc., on March 6, 2012, entered into a second
amendment to the Consulting Agreement dated July 11, 2011, with
John H. Homier, as amended on Feb. 8, 2012.  Pursuant to the
Consulting Agreement, Mr. Homier serves as the Chief Financial
Officer and Secretary of the Company.  The Second Consulting
Agreement Amendment amends the Consulting Agreement by (i)
extending the Consulting Period from June 30, 2012, to Aug. 31,
2012, and (ii) providing a bonus to Mr. Homier in the amount of
$150,000 upon the first to occur of (A) termination of the
Consulting Agreement by the Company for any reason other than Mr.
Homier's gross negligence or willful misconduct and (B) the
effective date of a confirmed plan of reorganization involving the
Company filed with the United States bankruptcy court.

On March 6, 2012, the Company entered into a second amendment to
the Engagement Letter dated Feb. 10, 2011, between the Company and
Blackhill Partners LLC as amended on Feb. 8, 2012.  Pursuant to
the Engagement Letter, James R. Latimer III serves as Chief
Executive Officer and a member of the board of directors of the
Company.  The Second Engagement Letter Amendment amends the
Engagement Letter by (i) eliminating the expense retainer of
$10,000, reducing the amount of the fee retainer from $75,000 to
$45,000 and making that retainer applicable to both fees and
expenses and (ii) providing a bonus to Blackhill in the amount of
$250,000 upon the first to occur of (A) termination of the
Engagement Agreement by the Company for any reason other than
gross negligence or willful misconduct and (B) the effective date
of a confirmed plan of reorganization involving the Company and
its subsidiaries filed with the United States bankruptcy court.

                      About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company filed for Chapter 11 bankruptcy (Bank. N.D. Tex. Case
No. 12-31549) on March 7, 2012.

The Company's balance sheet at Sept. 30, 2011, showed
$63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by Cassandra Ann Sepanik, Esq., at Thompson &
Knight LL, in Dallas Texas.


CCM MERGER: S&P Rates $275-Mil. Senior Unsecured Notes at 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Detroit, Mich.-based
CCM Merger Inc.'s (CCM) proposed $275 million senior unsecured
notes due 2019 a preliminary 'CCC+' issue-level rating (two
notches lower than its 'B' corporate credit rating). "We also
assigned this debt a preliminary recovery rating of '6',
indicating our expectation of negligible (0% to 10%) recovery for
lenders in the event of a payment default. The company plans to
use proceeds from the proposed issuance to repay its existing
senior unsecured notes due August 2013. Our preliminary ratings
are subject to our review of final documentation," S&P said.

"At the same time, we affirmed our 'B' corporate credit rating on
CCM; the rating outlook is stable," said Standard & Poor's credit
analyst Michael Halchak.

"Our corporate credit rating on CCM reflects our assessment of the
company's financial risk profile as 'highly leveraged' and its
business risk profile as 'weak,' according to our criteria," S&P
said.

"Our assessment of CCM's financial risk profile as 'highly
leveraged' reflects its high debt leverage, but we expect the
leverage profile to gradually improve. Our assessment of CCM's
financial risk profile also considers its meaningful debt maturity
in 2013, but, based on our performance expectations, we expect CCM
will address this maturity," S&P said.

"Our assessment of CCM's business risk profile as weak reflects
its narrow business focus as an operator of a single casino
property in a highly competitive market, and the persistent,
challenging economic conditions in the market in which the company
operates. CCM's relatively stable operating performance over the
economic cycle and its ability to maintain a sizable market share
somewhat temper these factors. CCM owns and operates the Motorcity
Casino Hotel in downtown Detroit," S&P said.


CHECKOUT HOLDING: Moody's Cuts Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service lowered the corporate family rating
(CFR) and probability of default rating for Checkout Holding
Corp., the parent company of Catalina Marketing Corporation, to B2
from B1 and revised the outlook to stable from negative. Moody's
also assigned a Ba2 rating to Checkout's extended senior secured
term loan and adjusted instrument ratings as shown below. The
company intends to extend the maturity of a portion of its
approximately $600 million term loan to October 2017 from October
2014. The proposed transaction favorably extends the maturity
profile but does not impact leverage and would likely result in
higher interest expense.

The downgrade incorporates Moody's expectations for gross leverage
to remain above 5.75 times debt-to-EBITDA (per Moody's standard
adjustments and including debt at both Checkout and Catalina) over
the intermediate term, a level inconsistent with the prior B1 CFR,
especially given elevated business risk from changing consumer
behavior and client spending patterns as both shift a portion of
their time and money to online avenues. The business transition
creates execution risk, and margins could erode based on the
likelihood for lower pricing (albeit also lower costs) for its
digital offerings.

Checkout Holding Corp.

    Corporate Family Rating, Downgraded to B2 from B1

    Probability of Default Rating, Downgraded to B2 from B1

    $438.6mm 10.125% Senior Discount Notes due 2015, Downgraded to
    Caa1, from B3, LGD6, 91%

    Outlook, Changed To Stable From Negative

Catalina Marketing Corporation

    Senior Secured Bank Credit Facility, Assigned Ba2, LGD2, 20%

    Senior Secured Bank Credit Facility, Affirmed Ba2, LGD2, 20%

    11.625% Sr Subordinate Bonds due 2017, Downgraded to Caa1,
    LGD5, 80% from B3, LGD5, 80%

    10.5% (11.125% if PIK) Senior Unsecured Toggle Notes due 2015,
    Downgraded to B3, LGD4, 61%, from B2, LGD4, 61%

    Outlook, Changed To Stable From Negative

Ratings Rationale

Checkout's B2 CFR incorporates the aggressive capital structure
resulting from the 2007 LBO and November 2010 dividend, with gross
leverage of approximately 6.4 times debt-to-EBITDA (for the year
ended December 31, 2011, per Moody's standard adjustments,
including debt at both Checkout and Catalina). Net leverage is
approximately 5.7 times, and the good liquidity and strong EBITDA
margin enable the company to better manage this leverage. However,
the PIK accretion on its senior discount notes (approximately $30
million annually) raises the hurdle for growth or debt repayment
merely to maintain leverage. Furthermore, changing consumer
behavior and client spending patterns elevate business risk.
Checkout's leading position in POS marketing services, the breadth
of its retail base, its data on purchasing history, and its long
term relationships with both retailers and consumer packaged goods
manufacturers position it well to manage this evolving landscape
and expand its digital presence, but execution risk exists. Also,
notwithstanding its strong position within its niche, Checkout's
lack of scale limits its ability to invest in technology to expand
its digital presence and to weather the negative impact of
economic conditions. The company derives the majority of its
revenue from cyclical client advertising / marketing spending,
exposing it to volatility related to economic conditions and
shifts in marketing budgets, but the extension of its retail base
both in the United States and internationally provides growth
opportunities over the long term.

The stable outlook incorporates expectations for continued
positive free cash flow and for gross leverage to trend to around
6 times debt-to-EBITDA, driven by some debt repayment. Investment
to adapt to changing client spending patterns and consumer
behavior will likely pressure both absolute EBITDA and EBITDA
margins over the intermediate term, and the stable outlook at the
B2 CFR builds in tolerance for such a decline.

The aggressive fiscal policy and high leverage limit upward
ratings momentum. Moody's would consider a positive rating action
with expectations for sustained leverage in the mid 5 times gross
debt-to-EBITDA range or better and sustained free cash flow in
excess of 5% of debt. An upgrade would also require maintenance of
good liquidity, evidence of success in the business transition
with expectations for EBITDA growth, and more clarity on the
fiscal strategy.

Deterioration of the liquidity profile or expectations for
leverage sustained in the high 6 times range, whether due to weak
performance or a material debt funded acquisition or dividend,
could warrant a downgrade.

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

Catalina, headquartered in St. Petersburg, Florida, is the leader
in point-of-sale (POS) promotional marketing services. The company
operates in three business segments: Catalina Marketing Services
provides in-store PoS coupons at grocery and other retail checkout
counters; Catalina Health provides pharmacy consumers with PoS
prescription and health condition-specific information; and
Catalina Marketing International, which provides the CMS service
outside the U.S. Checkout Holding Corp. (Checkout) is Catalina's
parent company. Hellman & Friedman acquired Catalina in a 2007
leveraged buyout.


CHRISTIAN BROTHERS: Aug. 1 Deadline Set for Sex Abuse Claims
------------------------------------------------------------
VOCM relates that victims of sexual abuse at the Christian
Brothers' Institute and the Christian Brothers of Ireland have
until August 1, 2012, to file a claim.

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

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


CHURCH STREET: Small Smiles Asks Judge to Approve April Auction
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Small Smiles Dental Centers
wants to sell itself at an April 20 auction with an opening bid
from an affiliate of private equity firm Garrison Investment
Group, which would keep the company's 67 clinics operating and pay
off a wave of expensive settlements that followed a government
investigation into its dental practices.

                     About Church Street

Church Street Health Management, LLC, a provider of management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.


CLARE AT WATER TOWER: Has Buyer for Retirement Community
--------------------------------------------------------
Clare at Water Tower's Chapter 11 plan and the $12 million DIP
facility from Redwood Capital Investments LLC require a sale of
the assets.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chicago Senior Care LLC has signed a deal to purchase
the Debtor's business and assets for $29.5 million, absent higher
and better offers.  The Debtor intends to conduct an auction on
April 12 where Chicago Senior Care will make the opening bid.
The Debtor also proposes an April 10 deadline for initial bids.
The Debtor will seek approval of the auction rules and schedules
at a March 20 hearing.

                       The Chapter 11 Plan

As reported in the March 2 edition of the Troubled Company
Reporter, the Debtor will seek approval at the March 20 hearing of
the disclosure statement explaining the Chapter 11 plan.

The Plan will be funded from the proceeds of the asset sale,
including, but not limited to, sale proceeds, and all other
remaining assets of the Debtor.

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

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

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

                         The DIP Financing

On Dec. 21, 2011, the U.S. Bankruptcy Court entered a final order
authorizing The Clare at Water Tower to obtain up to $12,000,000
in postpetition financing on a senior secured superpriority basis
from Redwood or its designee.

The DIP Facility matures by May 11, 2012, and requires the Debtor
to pursue a sale of its assets.

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

                   About The Clare at Water Tower

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

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

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

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


CLIFFS CLUB: Creditors Committee Disputes Bid Protections
---------------------------------------------------------
The newly minted official committee of unsecured creditors in the
Chapter 11 case of The Cliffs Club & Hospitality Group, Inc.,
wasted no time in making its presence felt in the case.

The Committee filed a limited objection to the Debtors' request
for approval of bidding procedures and auction to designate a
sponsor for the Debtors' Chapter 11 plan of reorganization.
Specifically, the Committee disputes the proposed bid protections
given to the Carlile Group.  The Committee contends Carlile should
be bound to consummate the transaction to receive stalking horse
bidder protections.  The Committee also argues that no basis has
been provided for the $1 million breakup fee.  The Committee noted
that the amount of the breakup fee is so substantial that it has a
"chilling effect" on other potential buyers.  Requiring bids to be
sufficiently high enough to cover a $1 million breakup fee will
narrow the number of bids received at the outset of the sale
process to the detriment of the estates and their creditors.  The
Committee also suggests that the timetable for certain bid
procedure events be extended to allow sufficient time to review
and negotiate.

The Committee also filed objections to the Debtors' request to use
cash collateral and obtain DIP financing.  Among other things, the
Committee argues that avoidances actions and related proceeds
should be available solely for general unsecured creditors and
carved out of superpriority claims.  The Committee notes that
although the DIP lien and Supplemental Lien do not attach to
proceeds of actions or claims arising under Chapter 5 of the
Bankruptcy Code, each of the DIP Lender and the Indenture Trustee
is permitted to satisfy their superpriority claims from the
avoidance action proceeds.  This is a backdoor means of achieving
the same result as if the DIP Liens and Supplemental Lien had
attached to the Avoidanced Action Proceeds.

The Committee also seeks automatic standing to pursue a challenge
of the DIP lender's and the Indenture Trustee's liens.  The
Committee notes the Indenture Trustee has agreed to confer the
Committee with automatic standing.  Any proposed final DIP order
should similarly provide the Committee with the same.

"The outcome of these cases will directly affect the lives of
homeowners who have paid in their money, and continue to pay dues
every month, and whose homes and neighborhood communities depend
on a successful reorganization, and to the trade and local workers
who have committed their hard labor and resources to the
developments; they too hang in the balance," the Committee said.

The Debtors will return to the Bankruptcy Court on March 16 at
9:00 a.m. for a final hearing on their request to:

     -- use cash collateral of Wells Fargo Bank, N.A., in its
        capacity as indenture trustee and collateral trustee for
        the holders of the Debtors' Series A and Series B notes
        issued April 2010, and provide adequate protection; and

     -- obtain postpetition secured financing of up to
        $7.5 million from Carlile Development Company LLC.

The Debtors earlier this month won interim approval to use the
noteholders' cash collateral and borrow up to $3 million from the
DIP facility.

The Notes were issued in the aggregate principal amount of
$64,050,000 pursuant to an Indenture dated April 30, 2010.  The
Debtors' obligations under the Notes are secured by an interest in
and lien on the Debtors' personal property.  As of the petition
date, the Debtors' obligations under the Notes total $73,531,505,
including interest.

Steve and Penny Carlile of Marshall, Texas, the principals of
Carlile Development, own a lot in High Carolina, one of the
Debtors' communities, and are holders of a Series A Note and a
Series B Note.

The Debtors' obligations under the DIP facilitgy are secured by
first-priority liens that are senior to those of the Indenture
Trustee.

When they filed for bankruptcy, the Debtors said Carlile and other
interested investors are currently in discussions with various
secured creditors of different non-debtor DevCo entities about the
potential acquisition of specific real estate collateral,
including lots and undeveloped land in the Cliffs communities.
Carlile will commit up to $85 million to acquire, joint venture,
land bank, or otherwise gain control of development land and lots.

Under the Interim Cash Collateral Order, the Debtors agreed to
conduct a process by which they solicit competing proposals from
third-parties to become the sponsor of the Debtors' anticipated
plan of reorganization, according to this timeline:

     17th day after the      The Debtors obtain approval of
     Petition Date           bidding procedures in connection with
     (March 16)              the solicitation of a plan sponsor;
                             the procedures will provide for the
                             payment of a breakup fee to Carlile
                             in the event it is not selected as
                             plan sponsor

     45th day after the      Deadline for submitting competing
     Petition Date           plan sponsor bids
     (April 13)

     53th day after the      Deadline for competing bidders to
     Petition Date           submit definitive asset purchase
     (April 21)              agreement

     No later than 55 days   Auction date, if competing bids
     after Petition Date     are received
     (April 23)

     No later than 75 days   Debtors shall file a plan and
     after Petition Date     disclosure statement incorporating
     (May 13)                the terms of the Successful Bid

Any competing bids must provide for the ability to pay:

     * the Carlile DIP facility,

     * a $2 million prepetition bridge facility with SP 50
       Investments, LTD, an affiliated entity that the Carliles
       own;

     * a breakup fee to Carlile of $1 million, plus a $750,000
       expense reimbursement; and

     * administrative costs and expenses of the bankruptcy cases
       and the fees and expenses of the Indenture Trustee and its
       professionals.

The expense reimbursement may increase by an additional $100,000
per month beginning September 2012 until the breakup fee and
expense reimbursement is paid.

                      About Cliffs Club

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

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

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.

Wells Fargo, as Indenture Trustee, is represented in the case by
Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq.,
at McNair Law Firm P.A.

The Official Committee of Unsecured Creditors is represented in
the case by John B. Butler, III, P.A., and Jonathan B. Alter,
Esq., at Bingham McCutchen LLP.


CLIFFS CLUB: U.S. Trustee Appoints 7th Member to Creditors Panel
----------------------------------------------------------------
Raymond O. Gibson on Monday was appointed by the U.S. Trustee as
the seventh member of the official committee of unsecured
creditors in the Chapter 11 case of The Cliffs Club & Hospitality
Group, Inc.  The committee members are:

          1. John W. Sager
             104 Eagle Rock Road
             Landrum, SC 29356
             Tel: (864) 895-1756

          2. Janet D. Hilligoss
             2 Sunlight Peak Court
             Travelers Rest, SC 29690
             Tel: (864) 836-0409

          3. Harrell's, LLC
             Attn: Bill Schoppman
             720 Kraft Road
             Lakeland, FL 33815
             Tel: (800) 780-2774 ext. 2266

          4. H. Michael Krimbill
             5620 E. 114th Street
             Tulsa, OK 74137
             Tel: (918) 629-0841

          5. TJF Golf, Inc.
             Attn: Daniel E. Hitchcock, Esquire
             Adams Herndon Carson, Crow & Saenger, PA
             Post Office Box 2714
             Asheville, NC 288802
             Tel: (828) 252-7381

          6. John Mack
             Post Office Box 700
             Annandale, VA 22003
             Tel: (703) 980-0465

          7. Raymond O. Gibson
             339 Glen Hollow Road
             Travelers Rest, SC 29690
             Tel: (864) 836-7897

Original committee members William Whisnant and William M. Clear
have stepped down.  The U.S. Trustee subsequently added H. Michael
Krimbill, John Mack and Harrell's LLC.

                      About Cliffs Club

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

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

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.

Wells Fargo, as Indenture Trustee, is represented in the case by
Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq.,
at McNair Law Firm P.A.

The Official Committee of Unsecured Creditors is represented in
the case by John B. Butler, III, P.A., and Jonathan B. Alter,
Esq., at Bingham McCutchen LLP.


CLIFFS CLUB: Can Hire BMC Group as Claims and Noticing Agent
------------------------------------------------------------
The Cliffs Club & Hospitality Group, Inc., won Bankruptcy Court
authority to employ BMC Group, Inc., as the Debtors' claims,
noticing, and balloting agent.

The Debtors will pay and reimburse BMC according to the terms of
the parties' Services Agreement as an administrative expense,
subject to terms of the DIP budget.

The Debtors said they have roughly 8,000 creditors and other
parties in interest, many of whom are expected to file proofs of
claim.  The Debtors believe that noticing, receiving, docketing
and maintaining proofs of claim would impose heavy administrative
and other burdens on the Court and the Office of the Clerk of
Court.

The Debtors have provided BMC a $31,216 retainer.  The firm,
however, has applied $31,216  in connection with services already
performed by the firm.  Accordingly, BMC holds a $0 balance.

                      About Cliffs Club

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

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

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.

Wells Fargo, as Indenture Trustee, is represented in the case by
Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq.,
at McNair Law Firm P.A.

The Official Committee of Unsecured Creditors is represented in
the case by John B. Butler, III, P.A., and Jonathan B. Alter,
Esq., at Bingham McCutchen LLP.


CLIFFS CLUB: Taps GGG Partners' Katie Goodman as CRO
----------------------------------------------------
The Cliffs Club & Hospitality Group, Inc., sought and obtained
authority from the Bankruptcy Court to employ GGG Partners, LLC,
and Katie S. Goodman as Chief Restructuring Officer.

GGG will act as the Debtors' Chief Restructuring Officer, and its
representative, Ms. Goodman, will be the highest officer of each
Chapter 11 Debtor.

GGG will bill on an hourly basis at these rates:

     Professional                               Hourly Rate
     ------------                               -----------
     Katie S. Goodman, Managing Partner & CRO       $350
     Joseph V. Pegnia, Partner                      $325
     Sam Horgan, Partner                            $275

The firm will also seek reimbursement for reasonable out-of-pocket
expenses.

The Court order provides that, on an interim basis, the Debtors
will not be required to seek authority to engage either GGG or Ms.
Goodman as a professional under section 327 of the Bankruptcy
Code.  However, approval of the Debtors' engagement of GGG and Ms.
Goodman is subject to objections being filed on or before 12:00
p.m. on March 15, 2012.  If any objection is filed, then the Court
will consider the objection at the hearing scheduled on March 16
at 9:00 a.m.

The Court order also provides that the Debtors are not authorized
to indemnify GGG according to the terms set forth in the Services
Agreement; however, the Debtors are authorized to indemnify
individually the professionals employed by GGG who are providing
services to the Debtors, namely Katie S. Goodman, Joseph V.
Pegnia, and Sam Horgan, according to the same indemnification
terms originally in favor GGG set forth in the Services Agreement.

GGG has received a $105,000 retainer from the Debtors.  GGG
currently holds a $13,160 balance from the retainer after applying
fees and expenses incurred pre-bankruptcy.

The Debtors believe that each of GGG and Ms. Goodman is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code.

The U.S. Trustee has objected to GGG's engagement.  The U.S.
Trustee noted that the Debtors' motion and proposed order attempt
to improperly circumvent the requirements of obtaining a chapter
11 trustee.  The proposed order changes the terms of the service
agreement and allows GGG to merely consult with and take advice
from the Board of Directors and others.  The proposed order also
makes GGG's termination subject to Court approval.  GGG and
Goodman are not a chapter 11 trustee in this case.  They are a
professional sought to be retained by the debtors and contracted
to act at the direction of the Board.  The proposed order should
not modify this relationship or seek to change the capacity or
powers of GGG and Ms. Goodman.

In light of the U.S. Trustee's objection, the Court reserves
ruling on GGG's services until the hearing on March 16.  The
Court, however, held that GGG will consult with and take advice
from the Board and from other parties in interest as GGG will
determine.

                      About Cliffs Club

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

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

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.

Wells Fargo, as Indenture Trustee, is represented in the case by
Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq.,
at McNair Law Firm P.A.

The Official Committee of Unsecured Creditors is represented in
the case by John B. Butler, III, P.A., and Jonathan B. Alter,
Esq., at Bingham McCutchen LLP.


CLIFFS CLUB: Sec. 341 Creditors' Meeting Set for April 13
---------------------------------------------------------
The U.S. Trustee for the District of South Carolina will convene a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
cases of The Cliffs Club & Hospitality Group, Inc., on April 13,
2012, at 1:00 p.m. at Spartanburg.

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

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

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.

Wells Fargo, as Indenture Trustee, is represented in the case by
Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq.,
at McNair Law Firm P.A.

The Official Committee of Unsecured Creditors is represented in
the case by John B. Butler, III, P.A., and Jonathan B. Alter,
Esq., at Bingham McCutchen LLP.


COLLIER LAND: Has Until April 23 to File a Chapter Plan
-------------------------------------------------------
The Bankruptcy Court has extended until April 23, 2012, Collier
Land & Coal Development, LP's deadline to file a Disclosure
Statement and Plan of Reorganization.  If a Plan is not filed by
that date, a status conference will be held on April 25.

                        About Collier Land

Clairton, Pennsylvania-based Collier Land & Coal Development, LP,
began its operations in 2007 with the intention of mining the coal
on the real estate and then subdividing the land and selling
approximately 59 buildable lots to developers.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 10-22059) on March 25, 2010.  Robert S.
Bernstein, Esq., and Scott E. Schuster, Esq., at Bernstein Law
Firm, P.C., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets at 10 million to $50 million and debts at
$1 million to $10 million, as of the petition date.


CONNAUGHT GROUP: Court Approves March 26 Auction
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Connaught Group Ltd. was given authority from the
bankruptcy judge to sell the business at auction on March 26.
Bids are due by March 22. A hearing to approve the sale is set for
April 4.  The Debtor has not yet signed a deal for a buyer to open
the auction.

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

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

                       About Connaught Group

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

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

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

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

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

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


CONTAINER STORE: Moody's Assigns 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned B3 Corporate Family and
Probability of Default Ratings to The Container Store, Inc., and
assigned a B3 rating to the company's proposed $275 million
guaranteed senior secured term loan. The rating outlook is stable.
The assigned ratings are subject to review of final documentation
and closing of the transaction as proposed. This is a first time
rating for TCS.

Proceeds from the proposed term loan will be used in conjunction
with balance sheet cash to refinance TCS`s existing debt and pay
related fees and expenses.

Ratings assigned:

Corporate Family Rating (CFR) at B3

Probability of Default Rating (PDR) at B3

$275 million guaranteed senior secured term loan due 2019 at B3
(LGD4, 52%)

The ratings outlook is stable.

Ratings Rationale

The B3 Corporate Family Rating reflects TCS's high debt load and
weak credit metrics that result primarily from the 2007
acquisition of the company by Leonard Green and Partners, L.P.
("LGP"). For the latest twelve month period ended November 26,
2011, lease-adjusted debt/EBITDA exceeded 7.5 times (1.5 times of
which resulted from treating 25% of the company's preferred stock
as debt). The rating also reflects the company's small scale and
limited product focus relative to other global retailers,
relatively discretionary product offering, and moderate
seasonality.

Positive rating consideration is given to TCS's solid market
position in the narrowly defined "storage and organization"
category of specialty retail, and its recognized brand name.
Further consideration is given to the company's demonstrated
ability to maintain solid gross profit margins through economic
cycles, largely due to the sizeable offering of
exclusive/proprietary products, highly trained sales force, and a
more affluent customer base. TCS's liquidity is adequate,
reflecting the expectation that excess cash, modest cash flow and
availability under its proposed $75 million asset based revolver
(not rated by Moody's) should be sufficient to cover growth
capital spending and debt amortization over the next twelve
months.

The stable outlook reflects the expectation that TCS's credit
metrics will modestly improve over time mainly through revenue and
earnings growth, and that liquidity will remain adequate.

A ratings upgrade would require the company to manage profitable
growth while improving its credit metrics such that debt/EBITDA is
sustained below 6.5 times and EBITA/Interest rises above 1.5
times. An upgrade would also require the company to maintain
adequate liquidity and a conservative financial policy.

The ratings could be downgraded in the event of degradation in
credit metrics from current levels or an erosion in liquidity. A
downgrade could also occur if financial policy becomes more
aggressive with respect to growth or shareholder returns.

The principal methodology used in rating The Container Store 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.

The Container Store, Inc., headquartered near Dallas, TX, is a
retailer of organization and storage products in the United States
and Europe. The company operates 54 leased specialty retail stores
in the United States and operates in Europe through its wholly
owned Swedish subsidiary, Elfa International. Net revenue for the
latest twelve month period ended November 26, 2011 exceeded $600
million.


CONVERTED ORGANICS: Has 1.9 Million Outstanding Common Shares
-------------------------------------------------------------
On Jan. 12, 2012, Converted Organics Inc. issued a senior secured
convertible note, in exchange for the senior secured convertible
note issued on Nov. 2, 2011, in the aggregate original principal
amount of $3,474,797, which had $2,456,595 of principal
outstanding on Jan. 12, 2012, immediately prior to the exchange,
for a senior secured convertible note in the aggregate original
principal amount of $2,456,595, as well as additional
consideration.  The terms of the Note are substantially identical
to the terms of the Original

As of March 12, 2012, the principal amount of the Note has
declined to $1,948,990.  From Feb. 10, 2012, until March 12, 2012,
a total of $121,418 in principal had been converted into 1,031,500
shares of common stock.  Since the issuance of the Original Note,
a total of $1,901,010 in principal had been converted into
1,880,026 shares of common stock.  The Note holder is an
accredited investor and the shares of common stock were issued In
reliance on Section 4(2) under the Securities Act of 1933, as
amended.

As of March 12, 2012, the Company had 1,908,490 shares of common
stock outstanding.

                     About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

The Company reported a net loss of $8.9 million on $2.8 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $31.6 million on $2.8 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$17.2 million in total assets, $11.9 million in total liabilities,
and stockholders' equity of $5.3 million.

As reported in the TCR on April 7, 2011, CCR LLP, in Glastonbury,
Connecticut, expressed substantial doubt about Converted Organics'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that the Company has an accumulated deficit at
Dec. 31, 2010, and has suffered significant net losses and
negative cash flows from operations.


COVANTA HOLDING: 'Ba2' CFR Reflects Protection on UCUA 1998 Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed Union County Utility
Authority's (UCUA) 1998 Landfill Revenue Bonds. The affirmation
and stable outlook reflects continued stable operations of the
facility, a consistently robust waste delivery stream and
financial performance consistent for the rating level. The outlook
remains stable.

Ratings Rationale

The landfill bonds are principally secured by payments under a
residue disposal agreement, whose payments are recourse to Covanta
Holding Corp. (Ba2, corporate family rating, CFR). Covanta is a
well-performing albeit, non-investment grade entity. The rating
distinction between UCUA's landfill bonds and Covanta's CFR
reflects structural protections for the benefit of the landfill
bonds such as a one-year, cash-funded debt service reserve and a
cash flow waterfall that treats landfill bond payments as an
operating expense of Covanta Union, senior to Covanta Union's
Senior Lease payment obligations. Offsetting the seniority in the
waterfall however is lack of security in the landfill asset itself
and lack of any distribution test. Moody's rating on the landfill
bonds incorporates total debt obligations issued on behalf of
Covanta, including unrated lease debt of approximately $138
million.

The UCUA has an additional $69 million of 2011 Solid Waste System
Bonds (Aaa; negative outlook), the ultimate obligation of Union
County (Aaa; negative outlook) pursuant to a deficiency agreement.
Under the agreement, the county effectively backstops debt service
payments in the event of a shortfall through deposits to the Solid
Waste System Bonds debt service reserve funds. The obligation of
the county under the agreement is unconditional and backed by its
full faith and credit.

The principal methodology used in this rating was Credit Risks and
Opportunities for the Municipal Solid Waste Sector published in
October 1999.


CRYSTAL CATHEDRAL: Mediator Appointed to Settle "Greenlaw" Claims
-----------------------------------------------------------------
The Bankruptcy Court has assigned the objection of Crystal
Cathedral Ministries and the Plan Agent to the claim of Greenlaw
Partners to the bankruptcy mediation program of the district.  The
Court appointed Mark Shinderman as mediator and Franklin C. Adams
as alternate mediator.  The mediators can be reached at:

          Mediator
          Mark Shinderman
          MILBANK TWEED HADLEY & MCCLOY LLP
          601 S Figueroa Street, 30th Floor
          Los Angeles, CA 90017
          Tel: 213-892-4411
          Fax: 213-629-5063
          E-mail: mschinderman@milbank.com

          Alternate Mediator
          Franklin C. Adams
          BEST, BEST & KRIEGER
          3750 University Avenue
          Riverside, CA 92502
          Tel: 951-686-1450
          Fax: 949-686-3083
          Email: Franklin.Adams@bblaw.com

The Bankruptcy Case of Crystal Cathedral Ministries, Case No. 10-
24771 has been closed.  The Case was transferred from Santa Ana
Division to Los Angeles Division.  The new Bankruptcy Case No. is
12-15665.

                      About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."

Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009.  Contributions declined 24% in
2009, in part on account of "unsettled leadership."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represents the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.

In November 2011, Crystal Cathedral won Court permission to sell
its property to the Roman Catholic Diocese of Orange for $57.5
million.  The Diocese beat a rival bid from Chapman University.
The sale agreement provides that the congregation will have three
years to find new premises.

Chapman University, the secular bidder, has been the preferred
buyer as far as the church members are concerned, because Chapman
would allow the ministry to continue to use the main buildings on
the premises.  It also offered the option of allowing church
administrators to buy the property back at a later point.

Chapman had raised its bid to $59 million, but the Crystal
Cathedral board still chose the Diocese.


CUMULUS MEDIA: Reports $63.8 Million Net Income in 2011
-------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$63.86 million on $549.54 million of net revenues for the year
ended Dec. 31, 2011, compared with a net loss of $29.40 million on
$263.33 million of net revenues during the prior year.

The Company reported a net loss of $13.13 million on
$290.20 million of net revenues for the quarter ended Dec. 31,
2011, compared with net income of $7.51 million on $69.78 million
of net revenues for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $4.04 billion
in total assets, $3.63 billion in total liabilities, $113.47
million n total redeemable preferred stock, and $290.71 million in
total stockholders' equity.

                         Bankruptcy Warning

The lenders under the 2011 Credit Facilities have taken security
interests in substantially all of the Company's consolidated
assets, and the Company has pledged the stock of certain of its
subsidiaries to secure the debt under the 2011 Credit Facilities.
If the lenders accelerate the repayment of borrowings, the Company
may be forced to liquidate certain assets to repay all or part of
such borrowings, and the Company cannot assure that sufficient
assets will remain after it has paid all of the borrowings under
those 2011 Credit Facilities.  If the Company was unable to repay
those amounts, the lenders could proceed against the collateral
granted to them to secure that indebtedness and the Company could
be forced into bankruptcy or liquidation.

Lew Dickey, Chairman & CEO stated, "The integration of Citadel
into Cumulus is ahead of schedule as we have achieved 100% of our
stated run-rate synergies in the first 100 days.  With this large
and transformative acquisition, we have built a true platform
company with multiple organic growth drivers, including compelling
new content, that will enable us to generate significant free cash
to rapidly de-lever our balance sheet."

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

                        http://is.gd/g4ZC3Q

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting are Missouri and Texas radio
stations.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."


DBK LEASING: Moody's Issues Summary Credit Opinion
--------------------------------------------------
Moody's Investors Service issued a summary credit opinion on DBK
Leasing and includes certain regulatory disclosures regarding its
ratings. This release does not constitute any change in Moody's
ratings or rating rationale for DBK Leasing.

Moody's current ratings on DBK Leasing are:

Long Term Issuer (domestic and foreign currency) ratings of Ba3

Senior Unsecured (domestic currency) ratings of Ba3

Senior Unsecured MTN Program (domestic currency) ratings of
(P)Ba3

Short Term Issuer (domestic and foreign currency) ratings of NP

Ratings Rationale

Moody's assigns Ba3 long-term and Not Prime short-term foreign and
local currency issuer ratings to DBK Leasing (DBKL). The ratings
reflect a combination of the company's intrinsic credit qualities
and Moody's assessment of a high probability of support for DBKL
from its parent, the Development Bank of Kazakhstan (DBK).

DBKL's Baseline Credit Assessment (BCA) of B3 is constrained by:
(i) weak asset quality, (ii) a high concentration of large-scale
projects in the leasing book, (iii) the company's participation in
low-income state-leasing programmes and resultant low
profitability, and (iv) the possibility of politically motivated
rather than economically efficient decisions given its ownership
structure and mandate. At the same time, the rating is supported
by DBKL's strong liquidity position stemming from significant
funding from the parent, and access to joint leasing projects with
the parent.

The Ba3 issuer rating incorporates a three-notch uplift from the
company's B3 BCA, based on Moody's assessment of the very high
probability of extraordinary support from the parent. This
reflects: (i) DBKL's 100% ownership and more than 80% funding by
DBK, which has a BCA of 11-13 on Moody's scale (ranging from 1 to
21, whereby 1 represents lowest credit risk) for government-
related issuers, and an issuer rating of Baa3; (ii) DBKL's
relatively moderate size, which enables the parent to extend the
necessary level of support to DBKL in the event of need; and (iii)
DBKL's good fit with DBK's strategy. DBKL is highly dependent on
DBK, which currently provides most of its funding, capital and the
bulk of the leasing projects. The outlook on all DBKL's ratings is
negative.

Rating Outlook

The outlook on all DBKL's ratings is negative and is driven by the
significant reduction in its safety buffers in the form of capital
and loan loss reserves that materialised over time as a result of
worsening asset quality and weak profitability.

What Could Change the Rating - Up

Upward pressure could be exerted on the ratings as a result of (i)
successful development of the company's franchise, with improving
risk profile, (ii) improving safety buffers in the form of capital
and loan loss reserves, and (iii) the development of risk
management systems, which is possible in the currently stabilising
economic environment in Kazakhstan.

What Could Change the Rating - Down

A further deterioration of DBKL's leasing book and inability to
attract additional capital from the parent could have negative
rating implications, as could any sovereign downgrade or a
downgrade of the parent's ratings. Signs of diminished willingness
on the part of DBK to further develop DBKL, or the parent's
decision to privatise the company could also exert negative
pressure on the company's ratings.

The methodologies used in this rating were Analyzing The Credit
Risks of Finance Companies published in October 2000 and
Incorporation of Joint-Default Analysis into Moody's Bank Ratings:
A Refined Methodology published in March 2007.


DELTA PETROLEUM: 2011 Executive Bonuses Are Approved
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Delta Petroleum Corp. persuaded the bankruptcy judge
in Delaware to approve $1.5 million in 2011 bonuses for 29
executives.  Delta argued successfully that the bonuses for last
year are part of managers' ordinary compensation and thus weren't
proscribed by Congress.  U.S. Bankruptcy Judge Kevin J. Carey in
Wilmington, Delaware, approved the bonuses on March 7 even in
situations where the bonus might be more than an employee was
entitled to receive as a priority claim.  In those instances,
Judge Carey said, the bonuses are approved under the "necessity of
payment doctrine."

                      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.


DENNY'S CORP: Reports $112.3 Million Net Income in Fiscal 2011
--------------------------------------------------------------
Denny's Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$112.28 million on $538.53 million in total operating revenue for
the fiscal year ended Dec. 28, 2011, compared with net income of
$22.71 million on $548.46 million of total operating revenue for
the year ended Dec. 29, 2010.

The Company's balance sheet at Dec. 28, 2011, showed
$350.50 million in total assets, $360.17 million in total
liabilities and a $9.67 million total shareholders' deficit.

As the Company is heavily franchised, its financial results are
contingent upon the operational and financial success of its
franchisees.  The Company receives royalties, contributions to
advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

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

                       http://is.gd/Qyrnn1

                    About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

                          *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DLH MASTER: 5th Circ. Denies BofA Late Claim Appeal
---------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the Fifth Circuit on
Tuesday denied Bank of America NA's appeal of an order disallowing
it from filing a late proof of claim in the Chapter 11 case of DLH
Master Land Holding LLC, the developer of the Dallas Logistics
Hub.

                        About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
10-30562) on Jan. 25, 2010.  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  Allen disclosed $220,325,201 in
assets and $160,622,236 in liabilities as of the Chapter 11
filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Texas Case No. 10-33211) on May 3, 2010.  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor.  The Company
disclosed $76,158,469 in assets and $53,728,982 in liabilities as
of the petition date.

An Official Committee of Unsecured Creditors has been appointed.

Secured creditor BBVA Compass is represented by Kenneth Stohner,
Jr., Esq. -- kstohner@jw.com -- at Jackson Walker L.L.P.
So-called Pool 2 and Pool 4 secured creditors are represented by
Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, L.L.P.

There are two separate Chapter 11 plans filed in the Debtors'
Chapter 11 cases -- one filed by RSAI and Richard Allen, and
another filed by DLH and Allen Capital Partners.

Debtors Richard Allen and RSAI filed their original Joint Plan of
Reorganization on Aug. 18, 2010.  However, after filing the
original Plan, due to delays and disputes related to the DLH and
ACP Plan, Allen and RSAI determined it was most efficient to wait
until the ACP and DLH Plan was confirmed before proceeding to
confirmation of the Allen and RSAI Plan.

An Amended Fifth Joint Plan of Reorganization was filed for Allen
Capital Partners and DLH Master Land Holding, but in an order
dated Oct. 12, 2011, Bankruptcy Judge Harlin D. Hale confirmed the
Plan only as to ACP.

In November 2011, Bankruptcy Judge Harlin Dewayne Hale confirmed
the Amended and Restated Seventh Plan of Reorganization for DLH
Master Land Holding filed with the Court on Nov. 22, 2011.  Judge
Hale also approved the Term Loan to Reorganized DLH.


DOLTON, IL: Fitch Withdraws 'BB' Rating on $15MM Bonds
------------------------------------------------------
Fitch Ratings downgrades and withdraws its rating on Dolton,
Illinois' (the village) unlimited tax general obligation bonds
(ULTGOs) due to lack of timely and sufficient information as
follows:

  -- $15.08 million ULTGO bonds, series 2004C, 2004D, 2009A, and
     taxable 2009B to 'BB' from 'BBB+'.

The bonds are removed from Rating Watch Negative and assigned a
Negative Rating Outlook.

Although the level of ongoing information available is
insufficient for Fitch to continue to properly assess the
village's credit quality, Fitch believes that the 'BB' rating most
accurately reflects the village's current credit position based on
the limited available information.

The bonds are general obligations of the village for which its
full faith and credit have been irrevocably pledged and are
payable from ad valorem taxes levied on all taxable property
within the village, without limitation as to rate or amount.

EXTREMELY LIMITED LIQUIDITY: The downgrade to 'BB' reflects
Fitch's concern regarding the general fund's lack of liquidity.
The fiscal 2010 audit and the fiscal 2011 estimates show zero cash
on hand and a large increase in assets due from other funds.

RESTORATION OF LIQUIDITY UNCERTAIN: The Negative Outlook reflects
the village's lack of a clear plan to restore liquidity in the
general fund.

HISTORY OF LATE AUDITS: The village's audits are historically late
and contain material weaknesses.  The 2010 audit (the most recent
available) does not present fairly, in conformity with generally
accepted accounting principles, the financial position of the
pension trust funds of the village due to the omission of the fire
department and police pension trust funds.

ELEVATED DEBT BURDEN: The village's debt burden is elevated both
as a percentage of market value and per capita.

The downgrade to 'BB' reflects Fitch's continued concern over the
lack of liquidity in the general fund.  While unaudited fiscal
2011 results show general fund reserves at $10.6 million (60% of
total expenditures), the balance is not liquid and is made up of
monies due from other funds.  Cash and investments have declined
from a high of nearly $8 million in fiscal 2007 to $0 in fiscal
2010 - the last year of audited financial statements.  Unaudited
results for fiscal 2011 also show a zero cash balance.  No plan to
restore liquidity has been articulated to Fitch.

Village management indicated the decline in fund balance is due
largely to the general fund support of a number of its special
revenue and enterprise funds, most notably in the 911 fund, the
Dorchester fund (senior center operations) and the recreation
center fund.  Unaudited fiscal 2011 results show fund balances of
negative $3.82 million in the 911 fund, negative $2.2 million in
the Dorchester fund, and negative $1.7 million in the recreation
center fund.  To reduce and eliminate these deficits, the village
has hired an outside management company to operate its fitness
center and Dorchester as well as joining a cooperative 911 system,
which management states could minimize losses in the 911 fund by
approximately $200,000 per year.

In addition to the village's poor financial performance, there
have been issues with consistent delays in releasing timely audits
and material weaknesses.  The village has indicated its intent to
improve financial reporting and hired an outside consulting firm
to help finalize prior period audits.  Despite the stated effort
to improve, the fiscal 2010 audit was delayed and not made
available to Fitch until February of 2012; the village's fiscal
year ends April 30.  To date the fiscal 2011 audit remains in
draft form.

The fiscal 2009 audit contained material weaknesses. However,
management indicated that these would be addressed through
heightened oversight and increased training.  The village expected
no material weaknesses in the fiscal 2010 audit, but this was not
the case and many of the same issues that plagued the village in
fiscal 2009 remained in fiscal 2010.  While the village does not
expect any material weaknesses in the fiscal 2011 audit, Fitch
cannot comment at this time on the reliability of this claim.

The village's debt burden is high at $3,558 per capita and 8.7% of
market value, largely due to overlapping debt.  Principal
amortization is rapid and 68% of the outstanding debt will be
retired within 10 years.  The fiscal 2010 audit failed to include
updated results for the village's three pension plans, but older
data suggests that the plans were over 90% funded as of April 30,
2008.


DPNY INC: Domino's Pizza Franchisee Files for Chapter 11
--------------------------------------------------------
DPNY, Inc. filed for Chapter 11 bankruptcy (Bankr S.D.N.Y. Case
No. 12-10935) on March 8, 2012.  The firm is represented by Leslie
Ann Berkoff, Esq., at Moritt, Hock & Hamroff, LLP.  Judge James M.
Peck presides over the case.

The Debtor is required to file its schedules of assets and
liabilities and statement of financial affairs by March 21, 2012.
The Debtor also has filed so-called "first day" motions including
a request to pay critical vendors.

Ms. Berkoff can be reached at:

     Leslie Ann Berkoff, Esq.,
     MORITT, HOCK & HAMROFF, LLP
     400 Garden City Plaza, Suite 202
     Garden City, NY 11530
     Tel: (516) 873-2000
     Fax: (516) 873-2010
     Email: lberkoff@moritthock.com

According to Lisa Fickenscher at Crain News Service, David Melton,
owner of four of Manhattan Domino's Pizza stores, filed for
bankruptcy protection, blaming litigation for his troubles.  The
report notes DPNY Inc. owner Mr. Melton said in the bankruptcy
filing that his company cannot afford the continuing litigation.
DPNY estimated assets of up to $500,000 and debts of up to
$1 million.  All together, the four restaurants employ about 90
workers.

The report says more than 50 delivery employees who worked at the
four restaurants sued their employer and certain managers in 2010,
alleging wage and hour labor violations.  They are being
represented by the Legal Aid Society.  The employees "were
routinely not paid at all for many hours that they worked and that
they were systematically underpaid for other hours that they
worked in violation of minimum and overtime mandates," said
Richard Blum, a staff attorney for the Legal Aid Society,
according to the report.

"The time and expense required to defend the lawsuit threatens to
shut down the restaurants," the report quotes Mr. Blum as saying,
"putting all of its employees out of work and likely forcing the
Meltons into bankruptcy."

The report notes Mr. Melton retained two law firms for $135,000 to
represent him.  Moritt Hock & Hamroff of Garden City, N.Y., and
Frost Brown Todd of Nashville are handling the case.  Mr. Melton
said the Nashville-based law firm had also represented his company
in the employee lawsuit.


DUNE ENERGY: To Offer 3.2-Mil. Shares Under 2012 Incentive Plan
------------------------------*--------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 3.25 million shares of common
stock issuable under the Company's 2012 Stock Incentive Plan.  The
proposed maximum aggregate offering price is $11.08 million.  A
copy of the prospectus is available at http://is.gd/TVpfFl

                        About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $75.53 million in 2010 and a
net loss of $59.13 million in 2009.

The Company's balance sheet at Sept. 30, 2011, showed
$271.17 million in total assets, $376.85 million in total
liabilities, $156.56 million In redeemable convertible preferred
stock, and a $262.24 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


DYNEGY HOLDINGS: To Renegotiate Chapter 11 Plan
-----------------------------------------------
Dynegy Holdings LLC will renegotiate its Chapter 11 restructuring
plan under the guidance of an examiner who was appointed to
investigate into the company's bankruptcy, according to a March 12
report by Reuters.

Dynegy spokeswoman Katy Sullivan said Susheel Kirpalani, Esq., the
court-appointed examiner, was ordered at the hearing on Monday to
work with the company and creditors to reach an agreement on a
restructuring plan.

Judge Cecilia Morris of the U.S. Bankruptcy Court for the Southern
District of New York ordered the examiner to work with the groups
and set a hearing date of April 4 for the involved parties to
report back to her, according to Ms. Sullivan.

"We look forward to working with Mr. Kirpalani and Dynegy
Holdings' creditors to maintain an open and productive dialogue to
make progress in the Chapter 11 proceeding," Reuters quoted Ms.
Sullivan as saying.

Thomas Kreller, a lawyer for Dynegy bondholder Franklin Advisers,
also welcomed the renegotiation of the restructuring plan.  "We
think this case deserves -- and we think creditors deserve -- the
ability to sit down, focus and try to get to that kind of plan,"
he said at the hearing.

The bankruptcy judge's decision comes after the examiner released
the results of his investigation last week, which found that the
sale of Dynegy Holdings' coal-powered plant assets to its parent,
Dynegy Inc., was a fraudulent transfer.

In a related development, creditors of Dynegy Holdings opposed the
company's newly revised restructuring plan, saying it strips
holders of so-called "subordinated notes claims" of their right to
vote on the plan.

Dynegy Holdings previously proposed changes to the plan to resolve
objections from creditors on the supposed inadequacies of the
outline of the plan or the so-called disclosure statement.

The new opposition comes from Wells Fargo Bank N.A., Claren Road
Asset Management LLC and CQS DO S1 Limited, which criticized the
improper classification of claims of holders of subordinated
notes.

"The revised plan improperly classifies Class 4 as unimpaired.
Such classification is clearly designed to deprive holders of
Subordinated Notes Claims of their voting rights," said Well
Fargo's lawyer, Andrew Silfen, Esq., at Arent Fox LLP, in New
York.

CQS DO, which holds subordinated notes worth about $49 million,
said Dynegy Holdings violates the "absolute priority rule" by
seeking to wipe out the subordinated notes claims while proposing
to retain its parent's equity interests in the company.

For its part, Claren Road said the outline of the plan "lacks any
analysis as to how or why these creditors could, under any
rational basis, be deemed unimpaired."

Wells Fargo is represented by:

       Andrew I. Silfen, Esq.
       George P. Angelich, Esq.
       Ronni N. Arnold, Esq.
       ARENT FOX LLP
       1675 Broadway
       New York, NY 10019
       Tel: 212-484-3900
       Fax: 212-484-3990
       E-mail: silfen.andrew@arentfox.com
               angelich.george@arentfox.com
               arnold.ronni@arentfox.com

Claren Road is represented by:

       Matthew J. Williams, Esq.
       Shira D. Weiner, Esq.
       GIBSON, DUNN & CRUTCHER LLP
       200 Park Avenue
       New York, NY 10166-0193
       Tel: (212) 351-4000
       Fax: (212) 351-4035
       E-mail: mjwilliams@gibsondunn.com
               sweiner@gibsondunn.com

CQS DO is represented by:

       Paul N. Silverstein
       Jeremy B. Reckmeyer
       ANDREWS KURTH LLP
       450 Lexington Avenue, 15th Floor
       New York, NY 10017
       Tel: (212) 850-2800
       Fax: (212) 850-2929
       E-mail: paulsilverstein@andrewskurth.com
               jeremyreckmeyer@andrewskurth.com

                       About Dynegy Inc.

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

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

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

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

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

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

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

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

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


DYNEGY HOLDINGS: Board to Review Examiner's Report
--------------------------------------------------
Dynegy Inc. said in a press statement it has received an executive
summary of the report filed by the examiner appointed in the
Chapter 11 bankruptcy proceedings for its wholly owned subsidiary
Dynegy Holdings LLC (DH) and four of DH's subsidiaries.  The Board
of Directors of Dynegy and the Board of Managers of DH take the
examiner's findings seriously and intend to review the full
report, once it is made available, to determine its impact on DH's
chapter 11 proceedings, if any.

Susheel Kirpalani, the Court-appointed Chapter 11 Examiner, found
that although the first phase of the prepetition restructuring of
Dynegy Holdings, LLC, and its debtor affiliates was permissible,
the second phrase, which consisted of the transfer of CoalCo, was
fraudulent.

In a report submitted to the U.S. Bankruptcy Court for the
Southern District of New York on March 9, 2012, the Chapter 11
Examiner detailed his findings resulting from his investigation
into certain issues relating to the conduct of the Debtors in the
months leading up to their Nov. 7, 2011 bankruptcy filing.

The Chapter 11 Examiner related that Dynegy Inc., in carrying out
its restructuring strategy, believed that even if Dynegy Holdings
was insolvent, as long as it transferred assets in exchange for
what the law considers "reasonably equivalent value," then
creditors would have no legitimate cause to complain.

The Chapter 11 Examiner said that the first phase of the
prepetition restructuring -- transfers incident to the creation of
two distinct silos of assets, CoalCo and GasCo -- was permissible
because those transfers did not injure creditors and were not, in
and of themselves, intended to do so.  While it is true that as a
result of the ring-fencing and attendant refinancing of pre-
existing secured bank debt, unsecured creditors of Dynegy Holdings
could look only to the residual equity value of CoalCo and GasCo,
this was, as a practical matter, always the case for unsecured
creditors of Dynegy Holdings, regardless of whether the silos were
created, the Chapter 11 Examiner added.

With respect to the second phase of the restructuring, the Chapter
11 Examiner said that strategy was ill-conceived.  The second
phase involved the transfer or purported "sale" of CoalCo by
Dynegy Holdings to Dynegy Inc. in exchange for an illiquid,
unsecured, highly unusual financial instrument called an
"undertaking."  The Examiner said the undertaking had no covenants
to protect the holder's value against other actions that might be
taken by Dynegy Inc.  The Examiner believes that the undertaking
had a midpoint value at the time of approximately $860 million.

The Chapter 11 Examiner pointed out that immediately after Dynegy
Inc. provided the undertaking, Dynegy Inc. and Dynegy Holdings
agreed to amend it so Dynegy Inc. could reduce its payment
obligations by $1.678 over the course of the payment stream -- an
amount apparently designed to mimic a dollar-for-dollar present
value reduction -- for each dollar face amount of Dynegy Holdings
bonds that was acquired or otherwise retired by Dynegy Inc., even
if that debt was acquired or retired at a discount to the face
amount.  Dynegy took the position that Dynegy Inc.'s future
satisfaction of Dynegy Holdings's debt would constitute value, as
a matter of law, measured by the face amount of that debt -- no
matter what Dynegy Inc. paid for that debt, and regardless of
whether Dynegy Inc. paid for that debt by pledging the stock of
its newly acquired direct subsidiary, CoalCo.

In this way, Dynegy Holdings transferred to Dynegy Inc. not only
CoalCo, but also the corporate opportunity to use CoalCo as a
vehicle for exchanging its outstanding bonds for structurally
senior bonds at a discount, or otherwise to control its own
restructuring of indebtedness with its own assets, the Chapter 11
Examiner related in court papers.

The Chapter 11 Examiner further said that the addition of the
payment reduction mechanism into the amended undertaking rendered
the undertaking unsalable to third-parties, and thereby further
eroded the value of the undertaking to Dynegy Holdings.

The transaction transferred hundreds of millions of dollars away
from Dynegy Inc.'s creditors in favor of its stockholders, the
Chapter 11 Examiner opined.

The Examiner concluded that the conveyance of CoalCo to Dynegy
Inc. was an actual fraudulent transfer and, assuming that Dynegy
Holdings was insolvent on the date of the transfer, a constructive
fraudulent transfer, and a breach of fiduciary duty by the board
of directors of Dynegy Holdings.

Dynegy Inc., through its board of directors, used its power to
control the affairs of Dynegy Holdings -- an insolvent subsidiary
whose property should have been maximized, or at least
safeguarded, for the benefit of Dynegy Holding's creditors -- to
disadvantage Dynegy Holdings for the benefit of Dynegy Inc., the
Examiner pointed out.

The Examiner said Dynegy Inc.'s conduct provides a basis for
disregarding the corporate separateness among Dynegy Inc., Dynegy
Holdings, and Dynegy Holdings's newly formed shell subsidiary,
DGI.  Because of that DGI should be considered the alter ego of
Dynegy Holdings, and DGI's transfer of CoalCo should be deemed a
transfer to Dynegy Inc. of an interest in property of Dynegy
Holdings, the Examiner said.  In that event, Dynegy Holdings would
have a claim against Dynegy Inc. for the fraudulent transfer of
CoalCo, the Examiner told the Court.  Alternatively, to remedy the
injustice occasioned upon Dynegy Holdings and, derivatively, its
creditors, CoalCo should be deemed property of Dynegy Holdings's
bankruptcy estate, the Examiner held.  Finally, the breach of
fiduciary duty by the board of directors of Dynegy Holdings should
be equally attributed to the board of directors of Dynegy Inc.,
the Examiner added.

The Examiner further concluded that the Bankruptcy Court could
confirm a Chapter 11 plan for Dynegy Holdings, but, in light of
the conduct of all but one of the members of the board of Dynegy
Inc. as of September 1, 2011, four of whom now constitute the
majority of the board of Dynegy Holdings, any plan that provides
for these individuals to continue as directors would not be
consistent with the interests of creditors and with public policy.
The Examiner does not believe the continued service by senior
management of Dynegy Inc., even in director or officer capacities,
would be contrary to creditor interests or public policy.

A redacted copy of the Examiner's Report dated March 9, 2012, is
available for free at:

        http://bankrupt.com/misc/dynegyexamrpt0309.pdf

                         *     *     *

Dynegy Inc. closed at a record low on March 9 after the Chapter 11
Examiner reported that the prepetition restructuring of its units
was fraudulent and harmed creditors, David McLaughlin and Jim
Polson of Bloomberg News reported on March 10.

Dynegy plunged 36% to 76 cents in New York Stock Exchange
composite trading, bringing the past year's decline to 86%, the
March 10 Bloomberg report related.

Dynegy Holdings' $1 billion of 8.375% debt due 2016 rose 4.25
cents to 69 cents on the dollar at 2:20 p.m. New York time, on
March 9, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority, Bloomberg related.

                       About Dynegy Inc.

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

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

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

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

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

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

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

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

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


DYNEGY HOLDINGS: Chapter 11 Trustee Sought After Examiner Report
----------------------------------------------------------------
The U.S. Trustee, an agency of the U.S. Department of Justice
overseeing bankruptcy cases, said an outside trustee should take
over Dynegy Holdings LLC's Chapter 11 case to better protect
creditors.

In a motion filed with the U.S. Bankruptcy Court in Manhattan, the
agency called for the appointment of a bankruptcy trustee, citing
mismanagement of Dynegy Holdings by its executives.

"The mismanagement of the debtors by their current management to
the financial detriment of the debtors' creditors provides cause
for the appointment of an independent fiduciary to manage the
affairs of these debtors," U.S. Trustee lawyer, Susan Golden,
Esq., said.

The move comes on the heels of a report by Susheel Kirpalani, the
court-appointed examiner, about the results of his investigation
into Dynegy Holdings' bankruptcy.  The report said creditors were
harmed by the fraudulent transfer of the company's coal-powered
plant assets to its parent, Dynegy Inc.

"Current management is not in a position to assess the findings
and conclusion of the Examiner, and to pursue any and all of the
appropriate remedies," Ms. Golden said.  "Only a Chapter 11
trustee will have the statutory authority to do so."

A bankruptcy trustee is often appointed when it may serve the
bankruptcy estate's best interest, or when executives of the
bankrupt company are suspected of wrongdoing.

Judge Cecelia Morris will hold a hearing on April 4, 2012, to
consider approval of the request.

                       About Dynegy Inc.

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

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

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

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

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

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

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

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

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


EMMIS COMMUNICATIONS: Signs New Employment Deal With R. Cummings
----------------------------------------------------------------
Emmis Communications Corporation, on March 7, 2012, entered into a
new one-year employment agreement with Richard F. Cummings to
serve as President of Emmis Radio Programming, effective March 1,
2012.  Under the agreement, Mr. Cummings' base salary is $464,100
and his annual incentive compensation target is 60% of his base
salary.  The annual incentive bonus will be paid, if at all, based
upon achievement of certain performance goals to be determined by
the Company.  The Company retains the right to pay such annual
incentive compensation in cash or shares of the Class A common
stock.  Mr. Cummings will continue to receive an automobile
allowance and will continue to be reimbursed for up to $5,000 per
year in premiums for life or other insurance and retains the right
to participate in all of the Company's employee benefit plans for
which he is otherwise eligible.  He will also be entitled to
severance equal to $470,000 in the event he is not offered
substantially similar employment upon the expiration of the term
and his employment terminates.  If he is entitled to severance,
Mr. Cummings will be offered a four year part-time programming
role with total payments over the four years of $530,000.  The
switch from full-time to part-time employment is designed to
constitute a 'separation from service' within the meaning of
section 409A of the Internal Revenue Code.

The same day, the Company entered into a new Change in Control
Severance Agreement with Mr. Cummings that provides that if Mr.
Cummings' employment is terminated by the company within two years
after a change in control of the company, other than for cause, or
is terminated by the executive for good reason, Mr. Cummings is
entitled to (1) a payment equal to the executive's base salary
through the termination date, plus a pro-rata portion of the
executive's target bonus for the year and accrued vacation pay;
(2) a severance payment equal to three times his highest annual
base salary and highest annual incentive bonus during the
preceding three years; (3) continued accident and life insurance
benefits for three years; (4) reimbursement for COBRA premiums for
continuation of medical and dental benefits for 18 months and
reimbursement for private medical and dental benefits of an
equivalent level for 18 months following termination of the COBRA
reimbursement; and (5) if the payments exceed certain limits,
additional tax "gross up" payments to compensate him for the
excise tax imposed by section 4999 of the Internal Revenue Code;
provided, however that the amount of the "gross up" payment may be
reduced by up to 10% if that reduction would prevent payment of
the excise tax.  Mr. Cummings is obligated not to voluntarily
leave employment with Emmis during the pendency of a change in
control other than as a result of disability, retirement or an
event that would constitute good reason if the change-of-control
had occurred.

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company reported a consolidated net loss of $11.54 million on
$251.31 million of net revenues for the year ended Feb. 28, 2011,
compared with a consolidated net loss of $118.49 million on
$242.56 million of net revenues during the prior year.

For the nine months ended Nov. 30, 2011, the Company reported net
income attributable to common shareholders of $97.72 million on
$185.08 million of net revenues, compared with a net loss
attributable to common shareholders of $7.92 million on $193.24
million of net revenues for the same period during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed
$365.70 million in total assets, $344.92 million in total
liabilities,$56.38 million in series A cumulative convertible
preferred stock and a $35.60 million total deficit.


ENERGY CONVERSION: Court Sets June 21, 2012 Claims Bar Date
-----------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan has established June 21, 2012, at
5:00 p.m. EST as the deadline for individuals or entity to file
proofs of claim against Energy Conversion Devices, Inc., et al.

The Court also set Aug. 13, 2012, at 5:00 p.m. EST, as the bar
date applicable to governmental units.

Original proof of claim forms must be delivered by U.S. mail, hand
delivery or overnight courier to Kurtzman Carson Consultants LLC
at:

           Energy Conversion Devices Claims Processing
           Kurtzman Carson Consultants LLC
           2335 Alaska Avenue
           El Segundo, CA 90245

                  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.

The Debtors hired Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent.


ENERGY CONVERSION: Has OK to Hire Kurtzman Carson as Claims Agent
-----------------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan granted Energy Conversion Devices,
Inc., and United Solar Ovonic LLC permission to hire Kurtzman
Carson Consultants LLC as claims, noticing and balloting agent.

As reported by the Troubled Company Reporter on Feb. 23, 2012, the
Debtors have identified hundreds of entities or persons to which
notice must be given for various purposes, making utilization of
an outside claims and noticing agent appropriate in their cases.
Noticing and receiving, docketing and maintaining proofs of claim
would impose heavy administrative and other burdens upon the Court
and the Office of the Clerk of the Court.  Preparing and serving
the notices on all creditors and parties in interest and docketing
and maintaining the large number of proofs of claim that may be
filed in the cases would strain the resources of the Clerk's
Office.  In this regard, the Debtors sought court approval to
employ KCC.  The Debtors said that if KCC is not engaged, then
they may have to divert substantial manpower to, or employ other
professionals to, among other tasks, manage the claims process and
implement the plan solicitation process.  Under the parties'
engagement agreement, KCC is to receive a $40,000 retainer.

                  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.


ENERGY CONVERSION: Deadline Today to File Schedules & Statements
----------------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan extended until March 15, 2012, the
deadline for Energy Conversion Devices, Inc., and United Solar
Ovonic LLC to file their (a) schedules of assets and liabilities,
current income and expenditures, and executory contracts and
unexpired leases; (b) statement of financial affairs; and (c) list
of equity security holders.

As reported by the Troubled Company Reporter on Feb. 23, 2012, the
Debtors asked the Court for more time to file their schedules,
statement of financial affairs, and list of equity security
holders, saying that they have roughly 4,983 potential creditors,
including current and former employees.  The Debtors said that the
conduct and operation of the Debtors' business operations require
the Debtors to maintain voluminous books and records and complex
accounting systems.

                  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.

The Debtors hired Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent.


ENERGY CONVERSION: Sec. 341 Creditors' Meeting on March 23
----------------------------------------------------------
Daniel McDermott, the U.S. Trustee for Region 9, will convene a
meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of Energy Conversion Devices, on March 23, 2012,
at 2:00 p.m. at Room 315 E, 211 W. Fort Street Building, Detroit
341.

                  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.

The Debtors hired Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent.


ENERGY CONVERSION: U.S. Trustee Appoints 7-Member Creditors' Panel
------------------------------------------------------------------
Daniel McDermott, the U.S. Trustee for Region 9, pursuant to 11
U.S.C. Sec. 1102(a) and (b), appointed seven unsecured creditors
to serve on the Official Committee of Unsecured Creditors of
Energy Conversion Devices, Inc., et al.

The Creditors Committee members are:

           1) Donna J. Parisi
              The Bank of New York Mellon Trust Company, National
              Association, as Indenture Trustee
              6525 West Campus Oval, Suite 200
              New Albany, OH 43054
              Tel: (614) 775-5279
              Fax: (614) 775-5636
              E-mail: donna.parisi@bnymellon.com

           2) Richard Rathvon
              c/o Liberty Power
              1901 W. Cypress Creek, Suite 600
              Fort Lauderdale, Florida 33309
              Tel: (954) 616-7201
              E-mail: rrathvon@gmail.com

           3) Bob Daily
              The Pegasus Group, Inc.
              1148 Alpine Road
              Walnut Creek, California 94596
              Tel: (925) 930-0810 ext. 102
              Fax: (925) 256-0300
              E-mail: daileyb@pegasusgroup.net

           4) Ajay Goel
              Ameri-Source
              5372 Enterprise Boulevard
              Bethel Park, PA 15102
              Tel: (412) 831-9400
              Fax: (412) 831-9401
              E-mail: ajay@ameri-source.com

           5) Jeffrey Weiss, Esq.
              Praxair, Inc.
              39 Old Ridgebury Road
              Danbury, CT 06810
              Tel: (203) 837-2104
              Fax: (203) 837-2515
              E-mail: Jeffrey_weiss@praxair.com

           6) David Goodman
              Advanced Green Technologies, Inc.
              2100 NW 21st Street
              Fort Lauderdale, FL 33311
              Tel: (954) 734-2641
              Fax: (954) 734-2644
              E-mail: davidg@agt.com

           7) Narendra Patel
              Marubeni Itochu Steel America, Inc.
              20 North Martingale Road, Suite 270
              Schaumburg, IL 60173
              Tel: (847) 330-8651
              Fax: (847) 995-8063
              E-mail: pateln@misa.com

                  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.

The Debtors hired Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent.


FILENE'S BASEMENT: Wants May 30 Deadline to Decide on Leases
------------------------------------------------------------
Filene's Basement, LLC, et al., ask the Bankruptcy Court to extend
their deadline within which they may assume or reject unexpired
leases of nonresidential real property, including subleases or
other agreements through May 30, 2012.

As of the Petition Date, the Debtors were party to numerous
nonresidential real property leases, including leases for store
locations in the District of Columbia and the following states:
Connecticut, Florida, Georgia, Illinois, Massachusetts, Maryland,
New Jersey, New York, Ohio, Texas, and Virginia.

The Debtors relate they are currently discussing and negotiating
chapter 11 plan terms with the Official Committees in these cases.
The Debtor-owned properties situated on leased premises are
important and valuable assets that will be treated under any plan.

The Debtors tell the Court that they remain in the process of
evaluating their remaining leases and are in discussions about
certain lease terms, the status of the Remaining Leases, and
related assumption and cure matters.  The Debtors maintain they
seek to avoid or resolve any potential disputes that might arise
in connection with the assumption of any of the Remaining Leases,
and believe additional time will facilitate that objective.

                          About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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

Gordon Brothers and Hilco are represented by Goulston & St


FIRST INDUSTRIAL: Moody's Affirms 'Ba3' Senior Unsecured Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of First Industrial
L.P. (senior unsecured at Ba3) and First Industrial Realty Trust,
Inc. (preferred stock at B2) and revised the rating outlook to
positive from stable.

Ratings Rationale

The rating action reflects First Industrial's progress in leasing
up its portfolio, reducing its leverage and enhancing its
liquidity. In 2011, First Industrial increased its in-service
occupancy to 87.9% from 85%; on a same-property basis occupancy
rose by 3.3% during the year. Simultaneously, the REIT's tenant
retention increased to 69.9% in 2011 from 55.4% in 2010 (by square
footage). Also positively, First Industrial continued to de-lever
its balance sheet via asset sales and equity issuances, as well as
extended its maturities through debt buy-backs where economical.
The REIT's effective leverage declined to 52.8% at YE11 from 61.9%
at YE10 and its net debt/EBITDA dropped to 7.2x from 8.5x over the
same period. In 2011, the REIT's asset sales totaled $86.6 million
at an average cap rate of 6.3% (for operating properties). First
Industrial also originated approximately $255 million of mortgages
to address some of its 2011 and 2012 maturities. In addition, in
December 2011, First Industrial entered into a new $450 million
revolving credit facility due 2014 (with a one-year extension
option); this facility refinanced its prior line of credit that
was due to mature in 2012. First Industrial's liquidity is strong
with over $300 million available on its revolving credit facility
as of year-end, and combined debt maturities of under $100 million
in the next two years.

Counterbalancing these positives, First Industrial's portfolio
occupancy remains relatively low at below 90%, and re-leasing
spreads continue to be negative. The inflection point in re-
leasing spreads is anticipated around year-end 2012 when 2009
leases begin to roll-over. As a result, the REIT's fixed charge
remains depressed at 1.7x (excluding JVs, gains on sale and
adjusting for amortized financing costs) for 2011.

The positive rating outlook reflects Moody's view that First
Industrial will continue to bolster its debt protection measures
and that progress in leasing up its vacancies at stabilizing to
gradually increasing rental rates will support improvement in its
fixed charge coverage.

Continuing upward rating momentum would be predicated on portfolio
lease-up and achievement of economically profitable rental rates
as indicated by improvement in fixed charge coverage closer to
2.0x, reduction in net debt/EBITDA to below 7.0x and maintenance
of secured leverage below 20%. Ample liquidity would also be
required for an upgrade.

Negative rating pressure would result from challenges in leasing
up the portfolio at adequate rental rates as evidenced by weakness
in fixed charge coverage on sustained basis at or below 1.5x. Net
debt/EBITDA over 8.5x or secured debt in excess of 25% of
undepreciated assets would also be viewed negatively, as well as
any liquidity challenges.

The following ratings were affirmed with a positive outlook:

First Industrial Realty Trust, Inc. -- Preferred stock at B2;
preferred stock shelf at (P)B2

First Industrial L.P. -- Senior unsecured at Ba3; senior
unsecured shelf at (P)Ba3

Moody's last rating action with respect to First Industrial was on
March 2, 2011, when Moody's affirmed the ratings of First
Industrial Realty Trust and First Industrial L.P. (senior
unsecured debt at Ba3) and revised the rating outlook to stable
from negative.

First Industrial Realty Trust, Inc. (NYSE: FR) is a leading owner
and operator of industrial real estate which owns, manages and has
under development 66 million square feet of industrial space
including bulk and regional distribution centers, light
industrial, and other industrial facility types. At December 31,
2011, the REIT had $2.7 billion in assets and $1.1 billion in
equity.

The principal methodology used in this rating was the Global
Rating Methodology for REITs and Other Commercial Property Firms
published in July 2010.


FRANCISCAN COMMUNITIES: Buyer Offers $15 Million
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Franciscan Communities St. Mary of the Woods Inc.
lined up a buyer for its retirement community and nursing home.
Orion Properties Eleven LLC will buy the assets for $15 million
cash, absent higher and better offers at an auction.  At a hearing
on March 22, the Debtor will ask the bankruptcy judge in Cleveland
to approve auction and sale procedures.  The Debtor proposes an
April 15 deadline for initial bids, an auction on April 17, and a
sale-approval hearing on April 19.

                   About Franciscan Communities

Illinois-based Franciscan Communities St. Mary of the Woods, Inc.,
owns and operates a senior living community in Avon, Ohio.  The
not-for-profit community is owned and managed by the Franciscan
Sisters of Chicago Service Corp.

Franciscan Communities St. Mary of the Woods filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011,
after it failed to negotiate an out-of-court workout with holders
of tax-free bonds.  Judge Jessica E. Price Smith oversees the
case.  The Debtor disclosed assets of $36 million and debt
totaling $48 million as of the Chapter 11 filing.  In its
schedules, the Debtor disclosed $22,314,854 in assets and
$49,555,487 in liabilities.

The Debtor is represented by Heather Lennox, Esq., Carl E.
Black, Esq., and Daniel M. Syphard, Esq., at Jones Day, as
bankruptcy counsel.  The Garden City Group, Inc., is the claims
and noticing agent.  The Debtor tapped Deloitte Financial Advisory
Services LLP as restructuring advisor, and Houlihan Lokey Capital,
Inc., as its investment banker.

The U.S. Trustee appointed Beverly Laubert as patient care
ombudsman.

Franciscan Sisters of Chicago, the sole member of the Debtor, is
providing $4.5 million in DIP loans.  The DIP Lender is
represented by George Mesires, Esq., and Daniel P. Strzalka, Esq.,
at Ungaretti & Harris LLP.  The Bank of New York Mellon Trust
Company, N.A., the bond trustee, is represented by Bruce H. White,
Esq., and Clifton R. Jessup, Esq., at Greenberg Traurig LLP. Wells
Fargo Bank, N.A., as Master Trustee, is represented by Daniel S.
Bleck, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., and John R. Weiss, Esq., at Duane Morris LLP.  Sovereign
Bank, provider of the Debtor's letter of credit facility, is also
represented by John R. Weiss, Esq., at Duane Morris LLP.

The Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor is represented by McDonald Hopkins
LLC as counsel.


FREEDOM GROUP: Moody's Says CEO's Departure Credit Negative
-----------------------------------------------------------
Freedom Group said on March 12 that its CEO, Bon Nardelli,
resigned.  George Kollitides, a member of Freedom Group board of
directors has been named chairman and will act as interim CEO
until a permanent CEO is found.

Moody's Investors Service said that it doesn't think Freedom will
change its long term strategy just because the CEO resigned.
"However, until a new CEO is named and announces his/her vision, a
certain amount of uncertainty will prevail," said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service. "That said,
because of Cerberus' ownership interest in Freedom, we are
confident that the new CEO will share Cerberus's strategy of
growing Freedom Group both organically and through strategic
acquisitions, while maintaining financial flexibility," he noted.

Ratings Rationale

Freedom's Group's B1 Corporate Family Rating reflects its modest
size with revenue of around $750 million, single industry segment
in firearms and related areas, exposure to volatile raw material
prices and susceptibility to discretionary consumer spending. The
rating is supported by its subsidiaries long operating history and
strong brand recognition and growth in the government, military
and law enforcement markets. Further supporting Freedom Group's
rating is its leading market position in key categories (shotguns,
rifles, and ammunition), relatively stable hunting participation
rates and its historical ability to pass through price increases,
although that may be more challenging in today's uncertain
economy. The rating is constrained by generally modest, yet
improving credit metrics with Debt/EBITDA above 4 times and
retained cash flow/net debt in the single digits.

The stable outlook reflects Moody's belief that both revenue and
earnings will likely grow modestly in the near to mid-term and
that any additional shareholder returns will be funded from free
cash and will not increase leverage.

The rating could be upgraded over the longer term if the company
completes an IPO and demand significantly improves. Key credit
metrics driving a potential upgrade would be debt/EBITDA sustained
around 3 times and retained cash flow/net debt consistently above
20%.

If the company does not complete an IPO in the next year or two or
operating performance weakens , the rating could be downgraded.
Key credit metrics that could prompt a downgrade would be
debt/EBITDA remaining above 5.5 times for a prolonged period or
retained cash flow/net debt not approaching 10% or more. The Ba3
rating on the secured notes would likely get downgraded one or two
notches if the Holdco PIK notes are repaid with the proceeds from
an IPO. This is because the secured notes would lose the loss
absorption that the Holdco PIK notes currently provide.


GAME TRADING: Moves Panel's Plan Outline Objection Deadline
-----------------------------------------------------------
Bankruptcy Judge Nancy V. Alquist approved a Stipulation and
Consent Order extending the time for the official committee of
unsecured creditors to respond to Game Trading Technologies,
Inc.'s disclosure statement accompanying its plan of
reorganization.

The deadline to respond to the Disclosure Statement was March 9,
2012.   The Stipulation extended the deadline through and
including March 12, 2012.

A copy of the Stipulation, approved by the Court March 12, is
available at http://is.gd/pm5pKyfrom Leagle.com.

On Feb. 8, 2012, the Companies filed their proposed plan of
reorganization and motion to establish bidding procedures for and
sale of substantially all of the companies' assets.  Pursuant to
the sale and bid procedures motion, the companies seek to sell,
subject to higher and better offers and bankruptcy Court approval,
substantially all of their assets to two stalking horse bidders,
DK Trading Partners, LLC, and Mantomi Sales, LLC, respectively.
Mantomi Sales, LLC, is 100% owned by Mr. Hays.  Pursuant to the
Mantomi Sales, LLC asset purchase agreement, (i) Mr. Hays was
required to resign as President and Chief Executive Officer of the
companies on or before the execution of the Mantomi APA; (ii) the
companies' Chief Restructuring Officer may employ Mr. Hays as an
independent consultant to the companies in matters unrelated to
the sale; and (iii) nothing in the Mantomi APA constitutes or will
be deemed a breach of the employment agreement between Mr. Hays
and the companies.

Game Trading Technologies Inc. fka City Language Exchange, Inc.
(OTC BB: GMTD) filed for Chapter 11 protection (Bankr. D. Md. Lead
Case No. 12-11519) on Jan. 30, 2012.  James Edward Van Horn, Jr.,
Esq., at McGuirewoods LLP, represents the Debtor.  When it filed
for bankruptcy, Game Trading estimated $0 to $50,000 in assets and
$1,000,000 to $10 million in debts.  Affiliate Gamers Factory,
Inc., filed a separate petition for Chapter 11 relief (Bankr. D.
Md. Case No. 12-11522) on the same day.

Counsel for the Official Committee of Unsecured Creditors are:

          Gary H. Leibowitz, Esq.
          G. David Dean, Esq.
          COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
          300 East Lombard Street, Suite 2000
          Baltimore, MD 21202
          Fax: (410) 528-9400
          E-mail: gleibowitz@coleschotz.com
                  ddean@coleschotz.com


GIBRALTAR KENTUCKY: Sec. 341 Creditors' Meeting on Friday
---------------------------------------------------------
The U.S. Trustee for the Southern District of Florida in Miami
will convene a Meeting of Creditors pursuant to 11 U.S.C. Sec.
341(a) in the Chapter 11 case of Gibraltar Kentucky Development,
LLC, on March 16, 2012, at 9:30 a.m. at 1515 N Flagler Dr Room
870, in West Palm Beach.

The deadline to file a complaint to determine dischargeability of
certain debts is May 15, 2012.  Proofs of Claim are due June 14,
2012.

                About Gibraltar Kentucky Development

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky estimated up to $500 million in assets and just under $10
million in liabilities.  It says that it is not a small business
debtor under 11 U.S.C. Sec. 101(51D).  Documents attached to the
petition indicate that McCaugh Energy LLC owns 42.15% of the "fee
simple" securities.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.  David L. Merrill,
Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel.
The petition was signed by Bill Boyd, as manager.


GRACEWAY PHARMACEUTICALS: Settlement Brings in Additional $6MM
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Graceway Pharmaceuticals LLC received approval from
the bankruptcy court of a settlement that will bring in an
additional $6 million for distribution to unsecured creditors
under the liquidating Chapter 11 plan scheduled for approval at an
April 11 confirmation hearing.

The settlement arose from a $9.13 million payment Graceway made in
2010 to its owners, including GTCR Golder Rauner LLC.  The company
contended the payment could be recovered in bankruptcy.  The
settlement calls for GTCR to pay $4.5 million to the first-lien
lenders and $1.5 million to Graceway for distribution under the
Chapter 11 plan.

                  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.


GRANITE DELLS: Files for Chapter 11 to Stop Foreclosure
-------------------------------------------------------
Scottsdale, Arizona-based Granite Dells Ranch Holdings Llc filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix, on March 13, 2012.

The Debtor estimated assets and debts of $100 million to
$500 million.

According to the docket, the schedules of assets and liabilities
and statement of financial affairs are due March 27, 2012.

A meeting of creditors under 11 U.S.C. Sec. 341 is scheduled for
April 17, 2012 at 9:30 a.m.

The Debtor is represented by Alan A. Meda, Esq., at Stinson
Morrison Hecker LLP, in Phoenix.

The resolution authorizing the bankruptcy filing says the Company
is commencing legal actions against Stuart Swanson, Arizona ECO
Development LLC, and related entities relating to the purchase by
Mr. Swanson of a promissory note payable by the Company to the
parties that sold a certain property to the Company.

According to Law 360, Arizona Eco sued Granite Dells on March 6
asking the Arizona court to appoint a receiver.  Arizona Eco is
foreclosing on a secured loan backed by 15,000 acres of Arizona
land.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.


GREYSTONE PHARMACEUTICALS: Court Confirms First Texas' Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
has confirmed the Second Amended Plan of Reorganization for
Greystone Pharmaceuticals, Inc., as proposed by First Texas
Medical Partners, LLC.

The objections to the confirmation by the Chapter 11 Trustee, the
U.S. Trustee and the Official Committee of Unsecured Creditors
were withdrawn in consideration of disclosure of officers and
directors of First Texas and upon modification and classification
to the Plan.

The objection the confirmation by the Internal Revenue Service has
been resolved by a separate order resolving the IRS's objection to
confirmation entered on Jan. 11, 2012.

The Court held that the Plan complies with all applicable
provisions of Section 1129 of the Bankruptcy Code.

Pursuant to the Plan, all avoidance actions of the Debtors which
could have been brought by the Debtor or the Chapter 11 Trustee
prior to Plan confirmation are retained and preserved by the
Debtor or the Liquidation Agent, and may be pursued by the
Liquidation Agent notwithstanding the absence of any specific
identification of those claims in the disclosure statement or
Plan.

First Texas has established a $300,000 security deposit.  If First
Texas does not have the funding to meet the cash obligations
required as of the Effective Date of the Plan, then this security
deposit will be forfeited to the Debtor.  If First Texas doe have
funding to meet the cash obligations as required as of the
Effective Date of the Plan, then the security deposit will be
released by the Debtor and can be used to meet the obligations
required on the Effective Date of the Plan.

First Texas will fund payment of Administrative Claims on the
effective date that have been Court approved by a final order on
the effective date.  Other pending Administrative Claims will be
funded after the entry of a final order approving that claim.
First Texas will establish a reserve account for future payment of
Chapter 11 Trustee's commissions, with the initial reserve funds
to be $62,500.

Certain sections of the Plan regarding Secured and Administrative
Claims of Lender were modified.  Class 2 which consist of
prepetition Secured Claim, post-petition Secured Claim and
Administrative Claim of the Lender, all of which secured and
Administrative Claims are deemed irrevocably allowed for all
purposes under the Plan in the amount of $1.72 million.  Lender
holds a lien on substantially all of the Debtor's assets to secure
its Allowed Claims.  This claim is impaired under the Plan.

Class 2 Claim of the Lender, which is an Allowed Claim pursuant to
Section 3.2 of the Plan, will be satisfied in full solely upon
payment to Fifth Third Bank on or before Feb. 28, 2012, or the
Effective Date, whichever occurs first, of $1.30 million.

                  About Greystone Pharmaceuticals

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn.  Case No. 09-32236) on
Nov. 2, 2009.  Kevin Crumbo has been appointed as Chapter 11
trustee in the Debtor's case.  Butler, Snow, O'Mara, Stevens &
Cannada PLLC serves as the trustee's counsel.  David J. Cocke,
Esq., at Evans Petree PC, in Memphis, Tenn., represents the
Unsecured Creditors' Committee as counsel.  In its schedules, the
Debtor disclosed $25,467,546 in assets, and $22,601,150 in
liabilities as of the Petition Date.


GRUBB & ELLIS: Petitions to Stop Finra Proceeding
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Grubb & Ellis Co. started a lawsuit March 13 in
bankruptcy court to halt proceedings against former officers and
directors before the Financial Industry Regulatory Authority Inc.

The report recounts that the Finra proceeding began in 2009 when
the owners of Greystone Park Mobile Homes Inc. sought $25 million
in damages for having been counseled to make allegedly
inappropriate investments with proceeds from an $8 million asset
sale.  The investment was allegedly made at the behest of
subsidiary Grubb & Ellis Securities Inc.

Noting that the Finra proceeding was automatically halted against
Grubb & Ellis by the Chapter 11 filing, the brokerage wants the
bankruptcy judge to halt the action against the former directors
and officers on account of their indemnification rights, according
to the report.

                     Revised Loan Program

The report also said that Grubb & Ellis was scheduled to be in
bankruptcy March 14 to seek approval of a program for making loans
to brokers in lieu of paying commissions on deals in process
before the Chapter 11 filing.  The creditors' committee is
tentatively opposing final approval of financing unless changes
are made to satisfy the panel's objections.

Grubb & Ellis modified the loan program for brokers whose
commissions were caught up in Chapter 11 process.

In lieu of commissions the brokers would have earned for
deals in process when G&E filed under Chapter 11 on Feb. 20, the
company will make loans to brokers representing 70 percent of
the commissions they otherwise would have received. Under the
program as originally cast, the loans would be forgiven for
brokers remaining with the company for three years.
Responding to criticism from some of the 1,300 brokers, the
revised program calls for the loans to be forgiven if a broker
stays with the company for two years, rather than three.

Originally, brokers would have been required to repay the loans if
G&E were liquidated in Chapter 7. Now the loans are forgiven if
there is a liquidation.  Originally, the loans would come due if
BGC wasn't the successful buyer. That provision was deleted.

G&E still expects the loan program to cost $15 million. The loan
will be funded in part by a new $10 million loan from BGC.

                        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 Company has won court approval for a March 21 auction to test
whether an affiliate of BGC has the best offer for the assets.
Sale procedures approved by the bankruptcy judge call for
competing bids on March 20, followed by the auction on
March 21 and a hearing to approve the sale March 22.

The creditors' committee was opposed to a quick sale, contending
that the absence of competitive bidding "guarantees" there will be
no recovery by unsecured creditors.

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., at Goodwin
Procter LLP.


GRUBB & ELLIS: Creditors Object to BGC DIP Financing Terms
----------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Grubb & Ellis
Co.'s unsecured creditors objected Thursday to the terms of the
Company's planned debtor-in-possession financing agreement with
BGC Partners Inc., saying the deal favors BGC over any other
potential bidders in the proposed Grubb & Ellis sale.

In an objection filed in New York bankruptcy court, the unsecured
creditors committee called certain provisions in the interim DIP
order "unacceptable" and recommended modifications to terms that
the creditors say unfairly favor stalking-horse bidder BGC.

                        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 Company has won court approval for a March 21 auction to test
whether an affiliate of BGC has the best offer for the assets.
Sale procedures approved by the bankruptcy judge call for
competing bids on March 20, followed by the auction on
March 21 and a hearing to approve the sale March 22.

The creditors' committee was opposed to a quick sale, contending
that the absence of competitive bidding "guarantees" there will be
no recovery by unsecured creditors.

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., at Goodwin
Procter LLP.


HD SUPPLY: Enters Into Agreement to Sell PVF Business
-----------------------------------------------------
HD Supply has entered into a definitive agreement to sell its
Industrial PVF business to Shale-Inland Holdings LLC, an affiliate
of investment firms TowerBrook Capital Partners LP and The
Stephens Group, LLC.  The transaction is expected to close in
March 2012, subject to obtaining customary approvals.

"After careful evaluation, we determined that divesting our
Industrial PVF business is in the best interests of our company as
we seek to continue strengthening our industry-leading
businesses," said Joe DeAngelo, CEO of HD Supply.  "The Industrial
PVF team, with the expertise of its many seasoned industry
veterans, has done a tremendous job and they can be proud that
this new chapter is the result of the momentum they have built and
the success of their initiatives."

HD Supply's strong liquidity, with approximately $1.2 billion in
available funds as of Jan. 29, 2012, provides ample capital to
fund growth and meet its financial obligations.  Once the sale is
complete, the proceeds from the transaction will provide HD Supply
with additional financial and strategic flexibility to further
strengthen its portfolio of industry-leading businesses.

"As evidenced by HD Supply's performance in 2011 and so far in
2012, we're pleased with the strategic and financial results that
the company has been able to achieve.  We will continue to invest
in our company to drive organic growth, review potential
acquisitions that would fuel growth in adjacent verticals and
product categories, as well as expand our geographic footprint,"
added DeAngelo.  "We remain committed to positioning HD Supply for
future success by building our reputation in the marketplace,
delivering quality products and providing outstanding customer
service."

HD Supply was advised by Deutsche Bank Securities Inc., lead
financial advisor; Robert W. Baird & Co. Inc., financial advisor;
and King & Spalding, lead legal advisor on the divestiture.

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

The Company's balance sheet at Oct. 30, 2011, showed $6.96 billion
in total assets, $7.21 billion in total liabilities and a $257
million total stockholders' deficit.

The Company reported a net loss of $543 million for the fiscal
year ended Jan. 29, 2012, compared with a net loss of $619 million
for the fiscal year ended Jan. 30, 2011.

                            *     *     *

HD Supply carries 'Caa2' probability of default rating and
corporate family rating, with negative outlook, from Moody's
Investors Service, and a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.

In April 2010, when Moody's downgraded the ratings to
'Caa2' from 'Caa1', it said, "The downgrade results from Moody's
views that the construction industry, the main driver of HDS'
revenues, will continue to be weak for the foreseeable future,
pressuring the company's ability to generate meaningful levels of
earnings and free cash flow relative to its debt."


HOSTESS BRANDS: Kobi Partners to Provide Rayburn as CEO
-------------------------------------------------------
Hostess Brands, Inc. earlier disclosed it has retained Gregory F.
Rayburn of Kobi Partners LLC as its Chief Restructuring Officer.
Effective as of March 9, 2012, the Debtors' CEO, Brian Driscoll,
resigned his position with the Debtors.

Hostess Brands Inc. now wants to amend the CRO Motion and seek an
order authorizing the employment of Kobi to provide a chief
executive officer and Gregory F. Rayburn to act as CEO, nunc pro
tunc, as of Feb. 22, 2012.  In particular, Mr. Rayburn will serve
as Hostess' CEO to perform the services as set forth in amended
Kobi's amended engagement letter, dated as of Feb. 22, 2012.

Kobi's engagement is governed by an Amended Engagement Letter,
which reflects the substantial efforts that will be required in
this engagement and the services to be rendered by Mr. Rayburn,
for which Kobi will be paid a monthly fee.  In his role as CEO of
Hostess and pursuant to the Amended Engagement Letter, Mr. Rayburn
will:

    (a) Report to the Board of Directors and serve as a member of
        the Board of Directors;

    (b) Lead the negotiations with the Debtors' unions;

    (c) Assist the Debtors with the identification of core
        business assets and the disposition of assets or
        liquidation of unprofitable operations;

    (d) Oversee and direct the preparation and presentation of
        disclosures and other information in connection with the
        Debtors' chapter 11 cases;

    (e) Review, analyze and advise the Board of Directors with
        respect to the Debtors' turnaround plan, and oversee and
        direct the implementation the turnaround plan, as it may
        be revised by the Board of Directors;

    (f) Lead negotiations and direct analysis, proposal,
        prosecution and consummation of the chapter 11 plan as
        directed by the Board of Directors;

    (g) Oversee and direct the day-to-day implementation of the
        Debtors' reorganization plan and the Debtors' overall
        corporate strategies as directed by the Board of
        Directors;

    (h) Oversee and direct any liquidation process of the Debtors;

    (i) Oversee and direct the implementation of any strike
        preparedness plan of the Debtors that may be necessary or
        appropriate;

    (j) Provide testimony in court as required or appropriate
        during the Debtors' chapter 11 cases;

    (k) Participate in meetings internally or with outside
        constituencies as requested by the Board of Directors; and

    (l) Provide other services, advice or assistance as may be
        requested by the Board of Directors from time to time.

Kobi will be compensated for Mr. Rayburn's services as CEO of
Hostess with a non-refundable monthly advisory fee of $125,000 to
be paid in advance.  In addition to the fees, Kobi will bill for
all direct reasonable out-of-pocket expenses incurred in the
performance of Mr. Rayburn's services.

A March 13 hearing was scheduled to consider the employment of
Kobi Partners, LLC to provide a chief restructuring officer; and
Gregory F. Rayburn, a managing partner with Kobi to act as CRO,
nunc pro tunc, as of Feb. 22, 2012.

                      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.


HOUGHTON MIFFLIN: Moody's Cuts CFR to 'Caa3'; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Houghton Mifflin Harcourt
Publishers Inc.'s (HMH) Corporate Family Rating (CFR), Probability
of Default Rating (PDR) and debt instrument ratings to Caa3 from
Caa2. The downgrade reflects Moody's view that a debt
restructuring in the near term is increasingly likely. The rating
outlook is negative.

Downgrades:

  Issuer: Houghton Mifflin Harcourt Publishers Inc.

    Corporate Family Rating, Downgraded to Caa3 from Caa2

    Probability of Default Rating, Downgraded to Caa3 from Caa2

    Senior Secured Bank Credit Facility, Downgraded to Caa3,
    LGD4 - 53% from Caa2, LGD3 - 47%

    Senior Secured Regular Bond/Debenture, Downgraded to Caa3,
    LGD4 - 53% from Caa2, LGD3 - 47%

Rating Rationale

Moody's considers HMH's capital structure to be unsustainable
without a significant rebound in earnings. There is limited time
to accomplish this with the looming maturities of the revolver and
term loan in December 2013 and June 2014, respectively, and
ongoing educational funding pressures at state and local
governments. Management indicated in HMH's fourth quarter earnings
call that the company is actively looking at ways to strengthen
the balance sheet and that the company does not have funding for
all of the investments it wants to makes. Moody's believes HMH's
ability to maintain share relative to its two primary competitors
-- both of which are much more conservatively capitalized and
diversified -- would become increasingly challenging without
additional financial flexibility to invest. In Moody's opinion,
this suggests a debt restructuring is more likely in the near term
to alleviate the negative effects on the business from the highly
leveraged balance sheet.

HMH's Caa3 CFR is based on its high debt restructuring risk and
the operational and investment risks associated with stabilizing
earnings and then generating the growth that is necessary to
sustain the capital structure. The CFR also reflects Moody's view
that the family recovery rate in a restructuring would be slightly
below 50% based on a scenario in which earnings rebound from 2011
levels over the next 3-5 years. A recovery based on 2011's level
of earnings would likely be meaningfully lower. Moody's updated
the loss given default assessments to reflect the reduction the
revised family recovery rate assumption.

HMH's very high debt-to-EBITDA leverage (exceeding 15x
incorporating Moody's standard adjustments and factoring in cash
prepublication and restructuring costs as a reduction to EBITDA),
negative projected free cash flow generation, and sizable debt
maturities in 2013/2014 provide limited time and flexibility to
generate the earnings improvement necessary to avoid a
restructuring. In Moody's opinion, there are meaningful risks to
achieving a turnaround including factors that are not in the
company's control such as continued pressure on state and local
budget appropriations and the actions of competitors.

The significant overlap in the company's debt and equity ownership
(more than 75% of the debt and equity are owned by a group of 10
investors) could affect the timing of a restructuring, as the
group has the ability to waive or amend covenants. The investor
group is also incentivized to minimize the dilution of their
equity ownership percentage in a restructuring, and this would
likely depend on a rebound in earnings that would take time to
materialize. The company's sizable cash balance and undrawn
accounts receivable facility relative to its 2011 cash burn rate
provides some capacity to sustain operations, although seasonal
cash needs are significant. Despite the uncertainty that these
issues could have on the timing, Moody's believes a debt
restructuring would improve financial flexibility and alleviate
pressure on the business and will be difficult to avoid.

HMH has a good market position within K-12 educational publishing
and continues to win a reasonable share of new adoptions, but the
company is vulnerable to fluctuations in textbook adoption cycles
and is dependent for a majority of revenue on state and local
government funding that continues to face cutbacks due to budget
pressures. Lower than anticipated spending in the Texas Language
Arts adoption in 2011 that may carry over into the spending rate
in 2012 , and projected declines in HMH's adoption and open
territory markets in 2012 will make it difficult for the company
to rebound quickly from the drop in 2011 earnings.

The negative rating outlook reflects the potential for additional
downward rating actions if the likelihood of a debt restructuring
increases further, or Moody's believes the family recovery rate
would be lower than currently assumed.

Downward rating pressure could occur if free cash flow remains
negative, earnings are not stabilized, or the maturities approach
without a meaningful improvement in the leverage, cash flow and
liquidity position. Heightened risk of an imminent default,
downward revision to the family recovery estimate, depletion of
cash resources, diminished or lost access to the accounts
receivable facility, an inability to meet maintenance covenants,
potential discounted debt repurchases, or changes in the debt
and/or equity ownership could also lead to downward rating
pressure.

Moody's does not believe an upgrade is likely.

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

Houghton Mifflin Harcourt Publishers Inc., headquartered in
Boston, MA, is one of the three largest U.S. education publishers
focusing on the K-12 market with approximately $1.3 billion of
revenue for fiscal year ended December 2011.


INTELLICELL BIOSCIENCES: Has Sold $2.4MM Common Stock & Warrants
----------------------------------------------------------------
Between Feb. 24, 2012, and Feb. 29, 2012, Intellicell Biosciences,
Inc., entered into securities purchase agreements with accredited
investors, as defined In regulation D promulgated under the
Securities Act of 1933, as amended, pursuant to which the Company
sold (i) an aggregate of 435,000 shares of the Company's common
stock, par value $0.001 per share, (ii) class A warrants to
purchase an aggregate of 870,000 shares of Common Stock, and (iii)
class B warrants to purchase an aggregate of 870,000 shares of
Common Stock, for aggregate gross cash proceeds of $435,000.  To
date, the Company has sold its Common Stock and Warrants for
aggregate gross proceeds of $2,475,000, which consisted of
$1,975,000 of cash and the exchange and cancelation of a
promissory note and a warrant.

The Class A Warrants are exercisable for a period of five years
from the date of issuance at an initial exercise price of $2.00,
subject to adjustment.  The Class B Warrants are exercisable for a
period of five years from the date of issuance at an initial
exercise price of $3.75, subject to adjustment.  The exercise
price of the Warrants are subject to anti-dilution adjustment for
subsequent lower price issuances by the Company, as well as
customary adjustments provisions for stock splits, stock
dividends, recapitalizations and the like.  The investors may
exercise the Warrants on a cashless basis anytime after the six
month anniversary of the initial exercise date of the Warrants if
the shares of common stock underlying the Warrants are not then
registered pursuant to an effective registration statement.  In
the event the investors exercise the Warrants on a cashless basis,
the Company will not receive any proceeds.

The investors have contractually agreed to restrict their ability
to exercise the Warrants such that the number of shares of the
Company common stock held by the investors and their respective
affiliates after such exercise does not exceed 9.99% of the
Company's then issued and outstanding shares of Common Stock.

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

                        http://is.gd/jPSKwt

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company's balance sheet at Sept. 30, 2011, showed $1.0 million
in total assets, $21.2 million in total current liabilities, and a
stockholders' deficit of $20.2 million.

"The Company has incurred losses since inception resulting in an
accumulated deficit of $20.1 million and a working capital deficit
of $21.0 million as of Sept. 30, 2011, respectively, however, if
the non-cash expense related to the Company's derivative liability
is excluded the accumulated deficit amounted to $3.1 million and
working capital deficit amounted to $3.7 million, respectively,?
the Company said in the filing.

"Further losses are anticipated in the continued development of
its business, raising substantial doubt about the Company's
ability to continue as a going concern."


IRVINE SENSORS: Nine Directors Elected at Annual Meeting
-------------------------------------------------------
The 2012 annual meeting of stockholders of ISC8 Inc., formerly
known as Irvine Sensors Corporation, was held on March 6, 2012.
The stockholders elected John C. Carson, Marc Dumont, Seth W.
Hamot, Bill Joll, Jack Johnson, Thomas M. Kelly, Edward J.
Scollins, Chester P. White and Robert L. Wilson to serve on the
Company's Board of Directors until the next annual meeting of
stockholders or until their successors are duly elected and
qualified.  The appointment of Squar, Milner, Peterson, Miranda &
Williamson, LLP, as the independent auditors of the Company for
the fiscal year ended Sept. 30, 2012, was ratified.

                      About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company reported a net loss of $15.76 million on $14.09
million of total revenues for the fiscal year ended Oct. 2, 2011,
compared with a net loss of $11.15 million on $11.71 million of
total revenues for the fiscal year ended Oct. 3, 2010.

The Company's balance sheet at Oct. 2, 2011, showed $10.58 million
in total assets, $29.29 million in total liabilities, and
a $18.71 million total stockholders' deficit.


JEFFERSON COUNTY: Bondholders Allowed to Interrogate Officials
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Thomas B. Bennett in Montgomery
ruled at a hearing March 13 that holders of Jefferson County,
Alabama, sewer debt can interrogate county officials to gain
information for use at trial next month over how much revenue from
the sewers can be withheld from bondholders to maintain the
system.

The report relates that under an interim settlement, bondholders
are receiving $5.5 million a month. The settlement, expiring in
May, was intended to generate some cash flow for bondholders until
the bankruptcy judge decides how much they are entitled to
receive.  The interim settlement was reached after Judge Bennett
ruled that the bondholders' receiver for the sewers was
automatically ousted from control of the system and its revenue by
the Chapter 9 filing. The bondholders are appealing.

                      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.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


LAS VEGAS MONORAIL: To Present Plan for Confirmation April 30
-------------------------------------------------------------
U.S. Bankruptcy Judge Bruce Markell set a hearing for April 30,
2012, to consider confirmation of Las Vegas Monorail's Chapter 11
plan after Judge Markell approved the Company's request to send
out the disclosure statement explaining the Plan.

In November 2011, Judge Markell derailed a previous version of the
plan as leaving the monorail with too much debt and prone to
another default in future years.  Previously, the monorail had
worked out a deal with creditors to repay $658 million in bonds
with three IOUs totaling $40.4 million.  The plan had been
approved by holders of 92 percent of the $650 million in bonds.

According to Bloomberg News bankruptcy columnist Bill Rochelle,
taking the judge's criticism to heart, the parties revised the
plan, even more dramatically cutting creditors' recoveries.  The
new plan cut the debt and the interest rates to be paid after the
transportation system emerges from bankruptcy.  Instead of $15
million in first-tier bonds, the new plan has $10 million in bonds
with a 5.5% interest rate. Previously, the interest rate was 10%.
Maturity remains June 30, 2019.  What was initially $19.5 million
in second-tier bonds is now $3 million.  The interest rate dropped
from 10% to 3% initially.  Rather than maturing in 2019, the new
bonds won't come due until 2055.  The fund set aside for unsecured
creditors was doubled, to $300,000.  The disclosure statement says
that unsecured creditors as a result will take home 60% to 100%.
The reorganized company will be required to set aside a portion of
cash flow to cover capital improvements.

Tim O'Reiley at Las Vegas Review-Journal reports notes the 3.9-
mile line, which runs roughly parallel to the Strip a few hundred
feet to the east, has continually experienced declining ridership.
It has generated enough ticket sales to pay for operations but
never came close to covering bond payments.

                    About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-10464) on Jan. 13, 2010.  Gerald M. Gordon, Esq.,
William M. Noall, Esq., and Gabriel A. Hamm, Esq., at Gordon
Silver, assist the Company in its restructuring effort.  Alvarez &
Marsal North America, LLC, is the Debtor's financial advisor.
Stradling Yocca Carlson & Rauth is the Debtor's special bond
counsel.  Jones Vargas is the Debtor's special corporate counsel.
The Company disclosed $395,959,764 in assets and $769,515,450 in
liabilities as of the Petition Date.

In April 2010, bondholder Ambac Assurance Corp. lost in its bid to
halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell
ruled that Monorail isn't a municipality and is therefore entitled
to reorganize in Chapter 11.  U.S. District Judge James Mahan in
Reno upheld the ruling in October 2010.


LOS ANGELES DODGERS: Beaten Dodgers Fan Wins Additional Discovery
-----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a fan who was
severely beaten outside the Los Angeles Dodgers LLC's stadium last
year won additional discovery on Tuesday in his bid to prove the
bankrupt team is responsible for his life-altering injuries due to
lax security.

At a hearing in Delaware, U.S. bankruptcy Judge Kevin Gross
cleared attorneys for the fan, Brian Stow, to take additional
depositions of team security and other personnel ahead of a
March 21 hearing on the team's motion to disallow Mr. Stow's claim
in the bankruptcy, 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.


LTS NUTRACEUTICALS: Signs Agreement to Merge with YTB Int'l
-----------------------------------------------------------
LTS Nutraceuticals, Inc. has reached an agreement in principle to
merge with YTB International, Inc., a provider of e-commerce
business solutions.  The Company will be renamed LTS
International, Inc., in conjunction with the merger, and YTB will
be merged with LTS Acquisition Corp., a wholly-owned subsidiary of
the Company, with YTB surviving the merger as a wholly-owned
subsidiary of the Company.  YTB will continue to operate as a
stand alone company focusing on the sale of travel businesses as
it has done for over 10 years.

LTS Nutraceuticals focuses on "people helping people" by
developing breakthrough nutritional products that promote positive
change and lifelong transformation.  The Company markets its
products through multiple channels; including retail, direct sales
(direct to consumer via TV, radio, Web and mail) and network or
multi-level marketing. YTB offers e-commerce business solutions
via personalized websites and proprietary technology and
compensates its "Independent Marketing Representatives" via a
direct sales commission structure.

The proposed merger would result in substantial cost savings and
efficiencies allowing the Company to continue its plan for growth
and global expansion.  The Company has commenced the process to
operate in Hong Kong, Singapore, and Taiwan and will be a great
resource as YTB seeks to expand its business into Asia.


Consummation of the transaction is subject to customary approvals
and conditions, including ratification of the Board of Directors
for YTB and LTS, shareholder approval of YTB and applicable
regulatory approvals.

Ted Farnsworth, Chairman of the Board of LTS Nutraceuticals
commented, "I am honored to have the opportunity to combine our
Company with YTB.  Two companies working together to individually
strengthen their own products and services is a first for our
industry and together could potentially have a global impact."

                      About LTS Nutraceuticals

Ft. Lauderdale, Fla.-based LTS Nutraceuticals, Inc., develops and
sells high-quality nutritional products that are distributed
throughout North America through a network marketing system, which
is a form of direct selling.

The Company reported a net loss of $2.96 million on $1.75 million
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $471,235 on $997,657 of net sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.48 million in total assets, $8.03 million in total liabilities,
and a $4.55 million total stockholders' deficiency.

On Nov. 10, 2011, the Company had $37,633 in cash.  The current
operating plan indicates that losses from operations may be
incurred for all of fiscal 2011.  Consequently the Company said it
may not have sufficient liquidity necessary to sustain operations
for the next twelve months and this raises substantial doubt that
the Company will be able to continue as a going concern.


MAINTENANCE AND MACHINERY: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Maintenance and Machinery Erectors, Inc.
        P.O. Box 243
        Mulberry, FL 33860

Bankruptcy Case No.: 12-03412

Chapter 11 Petition Date: March 9, 2012

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

Judge: K. Rodney May

Debtor's Counsel: Alberto F Gomez, Jr.
                  MORSE & GOMEZ, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  E-mail: algomez@morsegomez.com

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

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

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

The petition was signed by John S. Bechtol, president.


MEDIA GENERAL: Continues Negotiations on Credit Pact Amendment
--------------------------------------------------------------
Media General, Inc., continues to negotiate with its lenders to
reset certain covenants under its credit agreement, to amend
certain other terms of the agreement and with respect to the
Company's proposal to extend for a period of two years the March
2013 current maturity, with any such extension being conditioned
on raising a set amount of new secured financing, a significant
portion of which would be applied towards the repayment of the
term loan under the credit agreement.  It is expected that these
negotiations will also result in a reduction to the lenders'
revolving credit commitments.  As these discussions are ongoing,
there can be no assurance that a definitive agreement will be
reached between the Company and the lenders with respect to any or
all of the modifications referred to above or as to the terms of
any definitive agreement that may be reached.

                      About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

The Company reported a net loss of $71.01 million on $448.47
million of total revenues for the nine months ended Sept. 25,
2011, compared with a net loss of $31.68 million on $488.23
million of total revenues for the nine months ended Sept. 26,
2010.

The Company reported a net loss of $74.32 million on $616.20
million of total revenues for the 52 weeks ending Dec. 25, 2011,
compared with a net loss of $22.63 million on $678.11 million of
total revenues for the 52 weeks ended Dec. 26, 2010.

The Company's balance sheet at Dec. 25, 2011, showed $1.08 billion
in total assets, $1.05 billion in total liabilities and
$33.95 million in stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on October 5, 2011,
Moody's Investors Service downgraded Media General, Inc.'s (Media
General) Corporate Family Rating (CFR) and senior secured bond
rating to B3 from B2, and lowered the company's speculative-grade
liquidity rating to SGL-4 from SGL-3.  The rating actions reflect
the liquidity pressure from the approaching March 2013 credit
facility maturity and heightened risk of a covenant violation, as
well as the operating pressure from a weaker advertising market.
The rating outlook is negative.

The TCR also reported on Oct. 28, 2011, that Standard & Poor's
Ratings Services lowered its corporate credit on Richmond, Va.-
headquartered Media General Inc. to 'CCC+' from 'B-'.  "The
downgrade reflects our expectation that Media General could face
difficulties in maintaining covenant compliance in 2012," S&P
said.


MONITRONICS INT'L: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR), a B2 Probability of Default Rating, and an SGL-3
Speculative Grade Liquidity Rating to Monitronics International,
Inc.  Concurrently, Moody's assigned a Ba3 rating to a new $650
million senior secured credit facility and a Caa1 rating to $460
million in new senior unsecured notes. The ratings outlook is
stable.

Moody's assigned the following ratings (and Loss Given Default
assessments):

- Corporate Family Rating, B2

- Probability of Default Rating, B2

- Speculative Grade Liquidity Rating, SGL-3

- Proposed $150 million senior secured revolver due 2017, Ba3
   (LGD2, 26%)

- Proposed $500 million first lien term loan due 2018, Ba3 (LGD2,
   26%)

- Proposed $460 million senior unsecured notes due 2020, Caa1
   (LGD5, 82%)

These ratings are based on a proposed new financing for
Monitronics and are subject to Moody's review of final
documentation. Proceeds from the new debt along with cash on the
balance sheet are expected to be used to refinance existing
indebtedness and pay fees and expenses.

Ratings Rationale

The B2 CFR reflects a significant amount of debt in Monitronics'
proposed capital structure and the high level of annual spending
necessary to acquire new contracts from dealers to replace
revenues lost to attrition. Because of the company's growth
strategy, Moody's expects free cash flow after contract purchases
to be negative over the next 12-18 months, but estimates that the
percentage of free cash flow to debt would be in the low-to-mid
single digits should Monitronics limit contract purchases to the
level that offsets revenues lost through customer attrition. The
ratings are further constrained by Monitronics' modest revenue
size of just over $300 million, although the company is one of the
three largest players in the fragmented alarm monitoring industry
with about a 3% market share. The ratings benefit from the steady
and predictable revenue streams and cash generation provided by
Monitronics' existing customer base. Additionally, the dealer
sales model provides a partly variable cost structure with high
profitability margins.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectation that Monitronics will maintain an adequate liquidity
profile over the next twelve months. Free cash flow after
maintenance capital spending and contract purchases is expected to
remain modestly positive. However, it is likely the company will
purchase more contracts than necessary to replace lost accounts so
as to continue to grow monthly revenue. Since the cash balance at
closing will be minimal, Moody's expects Monitronics to draw on
the proposed $150 million revolver to fund growth contracts.
Nonetheless, revolver availability of at least $75 million is
expected over the next four quarters.

The stable outlook reflects Moody's expectation that Monitronics
will grow its recurring monthly revenue in the mid-to-high single
digits over the next 12-18 months, using the revolver to partly
fund purchases of new customer contracts from dealers. While not
expected in the near term, the ratings could be upgraded if EBIT /
interest expense approaches 1.7 times and free cash flow (before
growth spending) to debt is sustained above 10% while maintaining
a good liquidity profile. Conversely, the ratings could be
downgraded if attrition rates or dealer multiples increase
materially, liquidity deteriorates, or free cash flow (before
growth spending) approaches breakeven.

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

Headquartered in Dallas, Monitronics is owned by Ascent Capital
Group, Inc. (ticker: ASCMA). Monitronics provides monitored
business and home security system services to more than 700,000
residential and commercial customers.


MORTGAGES LTD: Judge Approves Sale to Evergreen at $7 Million
-------------------------------------------------------------
Phoenix Business Journal reports that U.S. Bankruptcy Judge
Randolph Haines approved on March 8, 2012, the request of ML
Manager LLC fka Mortgages Ltd. to sell a vacant property -- a
former bank building built in 1931 -- to Evergreen Devco for
$7 million.

According to Mark Winkleman, chief operating officer for ML
Manager, Evergreen plans to redevelop the former Valley Trust Bank
Building at Central Avenue and Monroe Street as a boutique hotel,
just as the original developers envisioned.

                       About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.  Central
& Monroe LLC and Osborn III Partners LLC, divisions of Grace
Communities, sought the appointment of an interim trustee for
Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding (Bankr.
D. Ariz. Case No. 08-07465) on June 24, 2008.  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


NEW STREAM: Heading for April 23 Confirmation Hearing
-----------------------------------------------------
U.S. Bankruptcy Judge Mary F. Walrath gave her blessing to New
Stream Secured Capital Inc.'s disclosure statement, clearing
creditors to vote on the defunct hedge fund's liquidation plan.

Lance Duroni at Bankruptcy Law360 reports that Judge Walrath said
at a court hearing that she would sign off on the statement after
it is submitted with additional disclosures made to address the
concerns of the U.S. trustee's office.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recounts that New Stream went into Chapter 11 with a plan that was
opposed and didn't succeed.  The plan became possible after the
portfolio of life insurance policies were sold and a settlement
was worked out.

The Bloomberg report relates that according to the disclosure
statement, investors in U.S. and Cayman Island funds are
anticipated to have a 7% recovery.  Investors in the Bermudian
funds are in line for 19%.

A hearing is set to consider confirmation of the plan on April 23.

                         About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.

New Stream completed a sale of its assets on June 3.  New Stream
sold the portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.  There were no competing bids
at auction.


NORTHAMPTON GENERATING: Gets Nod to Hire Dilworth as Bond Counsel
-----------------------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina granted Northamption Generating
Company, L.P., permission to hire Dilworth Paxson LLP as special
bond counsel effective as of Feb. 9, 2012.

As reported by the Troubled Company Reporter on March 12, 2012,
the Debtor sought to employ Dilworth Paxson to represent and
advise it in matters related to the reissuance or, restructure of
the Debtor's Senior Tax-Exempt Series 1994 A Bonds and
Subordinated Tax-Exempt Series 1994 C Bonds.  Generally,
Dilworth's hourly rates range from $205 to $775 for attorneys and
from $100 to $155 for paralegals.

                  About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor estimated assets and debts of up to $500 million.  Debt
includes $73.4 million owing on senior bonds issued through the
Pennsylvania Economic Development Financing Authority.

The U.S. Trustee was unable to appoint a committee.


NPS PHARMACEUTICALS: Wellington Discloses 11.1% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that, as of Feb. 29, 2012, it beneficially owns 9,565,459 shares
of common stock of NPS Pharmaceuticals, Inc., representing 11.11%
of the shares outstanding.  As reported by the TCR on Feb. 20,
2012, Wellington disclosed beneficial ownership of 6,503,986
common shares or 7.56% equity stake.  A copy of the amended filing
is available for free at http://is.gd/42KZQV

                       About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
Dec. 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at Dec. 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least Jan. 1, 2011.

The Company reported a net loss of $27.63 million on $75.38
million of total revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $25.04 million on $65.37 million
of total revenues for the same period a year ago.

The Company reported a consolidated net loss of $31.44 million on
$89.41 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.86 million on $84.15 million of
total revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $237.44
million in total assets, $276 million in total liabilities and a
$38.56 million total stockholders' deficit.


OPTIMUMBANK HOLDINGS: Has Not Complied with Nasdaq Bid Price Rule
-----------------------------------------------------------------
As previously disclosed, OptimumBank Holdings, Inc., received a
letter from The Nasdaq Stock Market indicating that the Company
was not in compliance with Listing Rule 5550(a)(2) because the
closing bid price per share of its common stock was below $1.00
per share for 30 consecutive business days.  The Company was
provided with a 180 calendar day grace period, or until March 13,
2012, to regain compliance with the Bid Price Rule.  To regain
compliance with the Bid Price Rule, the closing bid price of the
Company's common stock must remain at $1.00 per share or more for
a minimum of ten consecutive business days.

To date, the Company has not complied with the Bid Price Rule.
However, as previously disclosed in the Current Report, the
Company can receive an additional 180-day grace period if the
Company meets the continued listing requirement for market value
of publicly held shares and all other initial listing standards
for The Nasdaq Capital Market, except for the bid price
requirement.  The Company must also notify Nasdaq if its intent to
cure the deficiency during the second grace period, by effecting a
reverse stock split, if necessary.  If the Company meets these
requirements, NASDAQ will grant the Company an additional 180
calendar days to regain compliance with the Bid Price Rule.

The Company believes that it meets all the requirements to receive
a second 180-day grace period from NASDAQ to regain compliance
with the Bid Price Rule.  Due to the recent $8.6 million capital
raise consummated in the fourth quarter of 2011, the Company has
increased its unaudited stockholders' equity to $6,786,000 at
Dec. 31, 2011, and has regained compliance with the minimum
stockholders' equity requirement for initial listing on The NASDAQ
Capital Market.

                   About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company's continuing high levels of nonperforming assets,
declining net interest margin, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital raise substantial doubt about the Company's
ability to continue as a going concern.

Moreover, as reported by the TCR on April 20, 2011, Hacker,
Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the
Company's operating and capital requirements, along with recurring
losses raise substantial doubt about its ability to continue as a
going concern.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$167.12 million in total assets, $168.83 million in total
liabilities and a $1.71 million total stockholders' deficit.

The Company reported a net loss of $3.7 million or $0.17 per basic
share for the year ended Dec. 31, 2011, compared to a net loss of
$8.5 million or $10.32 per basic share for the same period last
Year.


PACIFIC AVENUE: Emerges From Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Kerry Singe at The Charlotte Observer reports that Pacific Avenue
LLC, owners of EpiCentre, has emerged from bankruptcy protection.

According to the report, the reorganization plan approved by U.S.
Bankruptcy Court Judge George Hodges on March 8, 2012, allows the
new owners, Blue Air 2010, to proceed with plans to invest
millions in improvements. Most existing tenants will remain, with
some getting new owners.

The report says, as part of the EpiCentre reorganization plan, the
project's unsecured creditors are set to have their claims paid in
full -- a major improvement over the 10-cents-on-the-dollar plan
originally proposed.

The report relates the project's trustee, Elaine Rudisill, said
she is continuing to look into how the EpiCentre spent its money
and may seek to recover assets for the project.

The report notes Ms. Rudisill had been investigating claims by
Blue Air that the developers engaged in insider deals and
fraudulently transferred money to avoid paying it out to
creditors.  But as part of a settlement reached by the developers
and Blue Air, the trustee will no longer investigate those claims.
Instead, Ms. Rudisill is looking into whether vendors were
properly paid.

The only objection came from Epic Wings LLC, the owner of Wild
Wing Cafe.  It objected in part because of a dispute over whether
it overpaid for common-area maintenance fees, according to the
report.

The report says, last month, the developers made a deal with Blue
Air.  The developers agreed to each pay $1.5 million, which will
be used to pay creditors.  They also gave up ownership in the
EpiCentre and the air rights to develop above the complex.

                       About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.  The companies were led by
Afshin Ghazi.

Pacific Avenue LLC filed for Chapter 11 bankruptcy protection
(Bankr. W.D. N.C. Case No. 10-32093) on July 22, 2010.  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.

Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue LLC.


PACIFIC MESA: Plan Consummated, Asks Court to Close Bankr. Case
---------------------------------------------------------------
Pacifica Mesa Studios, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to close its bankruptcy case, on
the grounds that its Plan of Reorganization, confirmed by order
entered on July 27, 2011, has been fully consummated.

Robyn B. Sokol, Esq., at Ezra Brutzkus Gubner LLP, the attorney
for the Debtor, says that all distributions to creditors as set
forth in the Plan have been made and the Reorganized Debtor is
current with all quarterly fees required by the U.S. Trustee.

At a hearing held July 5, 2011, the Plan was confirmed and the
Findings of Fact, Conclusions of Law and Order Confirming Debtor's
Plan of Reorganization Under Chapter 11 of the Bankruptcy Code was
entered on July 27, 2011.  The effective date of the Plan is
Aug. 17, 2011.

The Debtor made its remaining Plan distribution to class 6
creditors on Feb. 16, 2012, in accordance with the terms of the
Plan and the claims objection orders.  Mr. Sokol assures the Court
that there are no adversary proceedings or contested matters
pending or contemplated.

Mr. Sokol says that the Debtor is current on all post-confirmation
tax liabilities, that the Debtor has complied with all terms of
the Plan, and that all funds that are expected to be necessary to
satisfy distributions under the Plan were placed in a segregated
account and the pro rata distribution to general unsecured
creditors was made.

                        About Pacifica Mesa

Agoura Hills, California-based Pacifica Mesa Studios, LLC, dba
Albuquerque Studios and ABQ Studios, is a California limited
liability company that was formed for the purpose of developing
and running a state-of-the art production complex in Albuquerue,
New Mexico.  The Debtor is owned on a 50/50 basis by members
Harold Katersky and Dana Arnold.  The Debtor is the largest film
studio in New Mexico.  The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 10-18827) on July 20,
2010.  Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner, assists
the Debtor in its restructuring effort.  The Debtor estimated
$50 million to $100 million in assets and $100 million
$500 million in liabilities in its Chapter 11 petition.


PARK POINTE: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Jeanne Millsap at Morris Daily Herald reports that Lewis
Borsellino, owner and CEO of Prism Healthcare Group's two senior
facilities in Morris, Illinois, has filed a Chapter 11 bankruptcy
petition for Park Pointe Morris Senior Living Facility.

Park Pointe is in default on its loans.

The other facility is Morris Healthcare and Rehabilitation Center.

According to the report, Mr. Borsellino said bankruptcy was filed
only for the one center on which he had loans.  He did not have
loans out on the rehabilitation center.  Mr. Borsellino also said
the bank has given him five to six months to come up with a
reorganization and refinancing plan, after which business will get
back to normal.

Park Pointe Morris Senior Living Facility is located at 1221
Edgewater Drive in Morris and is an independent living center that
provides bath services, morning and evening care, meal escort, TLC
checks, laundry, medication administration, emergency services,
and social activities.  It has 40 studio and 18 one-bedroom units.


PEMCO WORLD AIR: Seeks May 14 Auction to Test Sun Capital Bid
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pemco World Air Services Inc. received interim
authority from the bankruptcy judge in Delaware to borrow $5
million under a revolving credit supplied by an affiliate of
venture-capital investor Sun Capital Partners Inc.  At a final
hearing on April 4, the loan is scheduled to increase to a $6
million revolving credit and a $31.8 million term loan to pay off
a pre-bankruptcy secured debt in the same amount.

The report relates that Pemco filed papers asking the bankruptcy
judge to set up auction and sale procedures in which a Sun
affiliate will purchase the business in exchange for secured debt.
If the judge goes along with the program, other bids would
be due May 10, followed by an auction on May 14.  The Sun
affiliate is under contract to buy the business exchange for the
senior secured debt and the loan financing the Chapter 11 case.

               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.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a
"stalking horse" bid from an affiliate of its current owner, Sun
Aviation Services, LLC.

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.


PETTERS CO: Ch 11 Trustee Has OK to Hire Stonehill as Consultant
----------------------------------------------------------------
Douglas A. Kelley, the Chapter 11 Trustee for Petters Company,
Inc., et al., sought and obtained authorization from the U.S.
Bankruptcy Court for the District of Minnesota to employ Stonehill
Group, LLP, as consultant in the Chapter 11 bankruptcy cases
effective Feb. 1, 2012.

The Trustee sought to employ Stonehill to provide consulting
services to the Trustee and counsel for the Trustee with respect
to issues arising in that certain adversary proceeding commenced
by the Trustee entitled Douglas A. Kelley, in his capacity as the
court-appointed Chapter 11 Trustee of Petters Company, Inc., PC
Funding, LLC, Thousand Lakes, LLC, and PAC Funding, LLC v. Eide
Bailly LLP, Defendant, ADV. No. 12-04008, and similar or related
matters which may be brought by the Trustee.

Stonehill will charge in these hourly rates:

           Donald M. Nicholson             $450
           Jeffrey A. Johnston             $250
           Other Staff Members           $125-$135

Donald M. Nicholson, Certified Public Accountant licensed in
Minnesota and founding partner of Stonehill, assured the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                        About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS CO: Court OKs Boies as Trustee's Special Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota approved
the supplemental application filed by Douglas A. Kelley, the
Chapter 11 Trustee for Petters Company, Inc., et al., for the
appointment of Boies, Schiller & Flexner, LLP, as special counsel
for the Trustee.

The supplemental application filed on Feb. 29, 2012, requested
that the Court authorize the appointment of BSF effective as of
Aug. 15, 2011.  The Trustee requested that the employment be
effective retroactively to Aug. 15, 2011 as BSF had performed
services beginning on that date, including legal research and
analysis.  BSF has performed services dating back to Feb. 25, 2011
for which no compensation is sought.

As reported by the Troubled Company Reporter on Dec. 12, 2011, the
Trustee already sought and obtained permission the Court to employ
BSF to advise and represent the Trustee with respect to adversary
proceeding no. 10-04443 entitled, Douglas A. Kelley, Trustee for
Petters Company, Inc., and Petters Group Worldwide, LLC, John R.
Stoebner, Trustee for Polaroid Corporation, et al., and Randall L.
Seaver, Trustee for Petters Capital, LLC, Plaintiffs, vs. JPMorgan
Chase & Co., JPMorgan Chase Bank, N.A., One Equity Partners LLC,
Jacques A. Nasser, Lee M. Gardner, Charles F. Auster, James W.
Koven, Rick A. Lazio, J. Michael Pocock, William L. Flaherty and
Ira H. Parker, defendants.

The Trustee stated that he desires to retain BSF as counsel to
advise and represent him and believes that the best interest of
the Debtors' estates will be served by retaining BSF.

The applicable hourly rates of attorneys and legal staff currently
expected to provide services to the Trustee are:

                                    Hourly Rate     Hourly Rate as
                                    For 2011        of 1/1/12
                                    -----------     --------------
     Richard B. Drubel, Partner       $722.50            $961
     Kimberly Schultz, Counsel        $501.50            $586.50
     Matthew Henken, Associate        $476               $620.50
     Ethan Frechette, Associate       $357               $467.50
     Ann Fraser, Paralegal            $136               $187
     Darci Blanchard, Legal Assist.   $110.50            $119

The Trustee and BSF have agreed to apply BSF's previous 2010/2011
rates to its Aug. 15 - Dec. 31, 2011 work in this case and its
2012 rates beginning January 2012.

Richard B. Drubel, a partner at BSF, assured the Court that the
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PJ FINANCE: Court Expands E&Y Employment to Include Tax Svcs.
-------------------------------------------------------------
PJ Finance Company, LLC, et al., sought and obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
expand, for the third time, the scope of employment of Ernst &
Young LLP to include restructuring tax services, nunc pro tunc to
March 2, 2012.

EY LLP will, among other things:

           a. assist and advise the Debtors in developing an
              understanding of the tax implications of the
              bankruptcy plan as currently proposed, including, as
              needed, research and analysis of federal tax
              authorities, and advise on seeking any rulings from
              a tax authority; and including commenting on the
              currently proposed plan and disclosures and proposed
              amendments to any loan agreements or other financing
              arrangements of the Debtors;

           b. analyze federal tax return disclosures and
              presentation; and

           c. prepare a summary memorandum that includes the
              analysis of the federal tax issues considered and
              the basis for any conclusions reached about federal
              tax consequences and federal tax reporting matters.

The Debtors and EY LLP agree that the firm's fees for the
restructuring tax services won't exceed $50,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), the attorney for the
Debtors, assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Brown stated that the Debtors believe that EY LLP's expanded
engagement is necessary to support confirmation and implementation
of the restructuring tax efforts.  The Debtors require advice
regarding the tax implications of various restructuring options
related to the consummation of the Debtors' First Amended Plan of
Reorganization to ensure the most advantageous result for the
Debtors and all interested parties.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).


QUALITY DISTRIBUTION: FMR LLC Discloses 14% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission on March 9, 2012, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially own 3,351,704 shares
of common stock of Quality Distribution Inc. representing 14.039%
of the shares outstanding.  A copy of the amended filing is
available for free at http://is.gd/tGpwKH

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company reported net income of $23.43 million on $745.95
million of total operating revenues for the year ended Dec. 31,
2011, compared with a net loss of $7.40 million on $686.59 million
of total operating revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $302.39
million in total assets, $408.58 million in total liabilities and
a $106.18 million total shareholders' deficit.

                         Bankruptcy Warning

The Company had consolidated indebtedness and capital lease
obligations, including current maturities, of $307.1 million as of
Dec. 31, 2011.  The Company must make regular payments under the
New ABL Facility and its capital leases and semi-annual interest
payments under its 2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


RIM DEVELOPMENT: U.S. Trustee Wins Case Dismissal
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas ordered that
dismissal of Rim Development, LLC's Chapter 11.

Richard A. Wieland, the United States Trustee for Region 20,
sought dismissal, arguing that:

  a) the Debtor has filed to file an acceptable plan and
     disclosure statement within a reasonable time; and

  b) the Debtor is delinquent on its payment of the statutory
     fees in the amount of $9,425.14 for the third quarter of
     2011.

Under the Dismissal Order, the Debtor was required to pay the U.S.
Trustee $10,415.89 pursuant to 28 U.S.C. Sec. 1930(a)(6) on or
before Feb. 24, 2012, plus any interest that may accrue pursuant
to 31 U.S.C. Sec. 3717 prior to the payment of all fees owed.

Roca, Nebraska-based RIM Development, LLC, sought Chapter 11
protection (Bankr. D. Kan. Case No. 10-10132) on Jan. 22, 2010.
Susan G. Saidian, Esq., at Case, Moses, Zimmerman and Martin,
P.A., in Wichita, Kansas, represents the company.  The Debtor
scheduled $20.2 million in assets and $11.6 million in
liabilities.


SAINTS MEMORIAL: Moody's Reviews 'Caa1' Rating for Upgrade
----------------------------------------------------------
Moody's Investors Service has placed the Caa1 rating assigned to
Saints Memorial Medical Center's debt on review for possible
upgrade. The action is due to the recent execution of a merger
affiliation agreement between Lowell, MA- based Saints and Lowell
General Hospital (Baa1/on review for downgrade). If the
transaction finalizes, the merger would likely result in Saints'
outstanding debt becoming secured by revenues from a merged
obligated group that would include both Lowell General Hospital
and Saints. The timing of the transaction has not yet been
finalized, although Moody's expects it is highly likely that
closing will extend beyond Moody's typical 90-day review period.
Moody's will extend the review period if necessary.

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


SEAHAWK DEVELOPMENT: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Seahawk Development LLC, owner of several small properties in
Wilmington and Carolina Beach in North Carolina, filed for Chapter
11 bankruptcy (Bankr. E.D.N.C. Case No. 12-01817) on March 8,
2012.  The firm is represented by J.M. Cook, Esq.  Judge Stephani
W. Humrickhouse presides over the case.  According to the court
docket, there's a meeting of creditors pursuant to Sec. 341 of the
Bankruptcy Code on April 12, 2012, at 10:00 a.m., at Releigh 341
meeting room in North Carolina.  The Debtor is required to file
its schedules of assets and liabilities and statement of financial
affairs by
March 22, 2012.

Mr. Cook can be reached at:

         J.M. Cook
         Attorney at Law
         5886 Faringdon Place, Suite 100
         Raleigh, NC 27609
         Tel: 919 675-2411
         E-mail: J.M.Cook@jmcookesq.com

Proofs of claim are due on July 11, 2012, and government proofs of
claim are due on Sept. 4, 2012.

According to Chris Bagley, staff writer at Triangle Business
Journal, Seahawk Development filed for Chapter 11 bankruptcy
reorganization citing nearly $2 million in liabilities.  The
company listed a $1.9 million claim by BB&T bank as its main
liability, along with smaller claims for property taxes and
homeowner dues.  Records show the company owning one residential
property in Carolina Beach and four in Wilmington.

The report says Seahawk's filing disclosed Thad Avent as its
managing owner.


SEALY CORP: H Partners Proposes to Appoint Board Representative
---------------------------------------------------------------
H Partners Management, H Partners Capital and Rehan Jaffer, on
March 11, 2012, sent a letter to the Board recommending that: (i)
the Reporting Persons be allowed to appoint one representative to
the Board; (ii) KKR's Board representation be proportionate with
its ownership interest; (iii) Dean Nelson resign from the Board;
(iv) two additional qualified, independent directors be appointed;
(v) a representative of the Reporting Persons be appointed to the
CEO search committee; (vi) the Board's nominating and corporate
governance committee be recomposed; and (vii) the Board create a
"Conflicts Committee".  Further, the March 11 Letter states that
the Reporting Persons will continue to explore all avenues to
enhance the value of their investment, including, but not limited
to, withholding votes from incumbent directors at the annual
meeting of stockholders.

As of March 12, 2012, the H Partners Management may be deemed to
beneficially own 14,616,441 Shares of the Company, comprising
approximately 14.5% of the outstanding Shares of the Company,
based on 100,916,228 Shares outstanding as reported in the
Company's  Form 10-K filed on Jan. 18, 2012.

A copy of the amended Schedule 13D is available for free at:

                     http://is.gd/7ptwDh

                       About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million for the 12 months
ended Nov. 27, 2011, and a net loss of $13.74 million during the
prior year.  The Company reported a net loss of $15.20 million
for the three months ended Nov. 27, 2011.

The Company's balance sheet as of Nov. 27, 2011, showed
$919.19 million in total assets, $999.75 million in total
liabilities, and a $80.56 million stockholders' deficit.

                          *     *      *

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SEAWORLD PARKS: Moody's Lowers Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service downgraded SeaWorld Parks and
Entertainment, Inc.'s Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) to B1 from Ba3 and its senior
secured credit facility rating to Ba3 from Ba2. The downgrade
follows the company's announcement that it plans to fund a $500
million dividend to its equity sponsors, led by the The Blackstone
Group, from the proceeds of a $500 million add-on to its existing
term loan B. The downgrade reflects the meaningful increase in
leverage resulting from the transaction, increase in refinancing
risk in 2016/2017, and future event risk related to use of cash
flow and leverage by equity sponsor Blackstone. Moody's also
assigned a Ba3 rating to the $500 million term loan B add-on and
updated the loss given default assessments to reflect the revised
debt mix. The rating outlook is stable.

Downgrades:

  Issuer: SeaWorld Parks & Entertainment, Inc.

    Corporate Family Rating, Downgraded to B1 from Ba3

    Probability of Default Rating, Downgraded to B1 from Ba3

    Senior Secured Bank Credit Facility, Downgraded to Ba3,
    LGD3 - 40% from Ba2, LGD3 - 36%

Assignments:

  Issuer: SeaWorld Parks & Entertainment, Inc.

    Senior Secured Bank Credit Facility (Term Loan B), Assigned
    Ba3, LGD3 - 40% (increased to $1.34 billion from $844 million)

Ratings Rationale

The significant size of the proposed distribution following a
$100 million cash distribution to Blackstone in 2011's third
quarter, and the relatively limited amount of debt reduction since
Blackstone's December 2009 leveraged buyout of SeaWorld Parks'
reflect an aggressive use of cash and debt. Moody's already
considered the potential for cash distributions to equity holders
to be high, but the magnitude of the distributions and the
resulting higher leverage profile over the next several years are
above the levels factored into the prior CFR. The maturity date
for the add-on is the same as the existing term loan B (August 17,
2017), and this further increases the refinancing risk associated
with all of SeaWorld Parks' debt maturing in 2016 and 2017.

Moody's projects SeaWorld Parks will continue to generate
meaningful free cash flow and the net increase in cash interest
expense, factoring in the approximate $10 million proposed
reduction in the annual interest expense on the mezzanine notes,
is modest and manageable. Moody's expects the company will
continue to utilize the bulk of its free cash flow for equity
holder distributions and acquisitions, with debt reduction likely
limited to required term loan amortization, an excess cash flow
sweep and potentially modest discretionary pay downs.

SeaWorld Parks' B1 CFR reflects the strong brands and consumer
appeal of its portfolio of 10 regional and destination amusement
parks, tempered by exposure to cyclical discretionary consumer
spending, high debt-to-EBITDA leverage resulting from the 2009 LBO
and proposed dividend distribution, and ongoing risks related to
cash distributions or leveraging actions by equity sponsor
Blackstone. The parks generate meaningful annual attendance
(approximately 23.6 million in 2011) and benefit from high entry
barriers and distinct advantages due to the differentiated animal
encounters, mix of entertainment and rides, and broad demographic
appeal. Amusement parks are capital intensive but Moody's
anticipates SeaWorld will continue its good track record of
reinvesting in the parks to compete for consumers with a wide
range of entertainment alternatives, maintain the attendance base
and generate free cash flow. Attendance at the parks is seasonal
and vulnerable to weather, changes in fuel prices, public health
issues and other disruptions that are outside of the company's
control. A good liquidity position and cash flow generation
provide flexibility to fund a significant ongoing capital program
and rollout of major new rides and attractions in 2012/2013.

The stable rating outlook reflects Moody's expectation the
increased and sizable level of reinvestment since the LBO should
support continued growth in attendance, revenue and EBITDA over
the next 12-24 months. Based on this forecast and required debt
repayment, Moody's projects debt-to-EBITDA leverage (estimated
5.5x for fiscal year 2011 incorporating Moody's standard
adjustments and pro forma for the proposed transaction) will
decline to approximately 5x over the next 12-24 months.

Upward rating movement is unlikely due to event risks related to
equity sponsor ownership. However, an upgrade could be considered
if SeaWorld Parks demonstrates the willingness and ability to
sustain debt-to-EBITDA leverage comfortably below 4.5x (after
factoring in projected future shareholder distributions and other
event risks), maintains a good liquidity profile, and generates
solid and growing cash flow with good park reinvestment.

Downward rating pressure could occur if cash distributions to
shareholders, acquisitions or declines in attendance and earnings
driven by competition, insufficient or ineffective investments or
a prolonged economic downturn result in debt-to-EBITDA above
5.75x. A significant increase in interest rates, a deterioration
in liquidity, more aggressive financial policies, or if Moody's
anticipates the company will have difficulty refinancing its 2016-
2017 maturities are also factors that could result in a downgrade.

SeaWorld Parks' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside SeaWorld Parks' core
industry and believes SeaWorld Parks' ratings are comparable to
those of other issuers with similar credit risk. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

SeaWorld Parks, headquartered in Orlando, Florida, owns and
operates ten amusement parks located in the U.S. Properties
include SeaWorld (Orlando, San Diego and San Antonio), Busch
Gardens (Tampa and Williamsburg) and Sesame Place (Langhorne, PA).
The Blackstone Group (Blackstone) acquired SeaWorld in December
2009 in a $2.4 billion (including fees) leveraged buyout. SeaWorld
Parks' LTM 9/30/11 revenue was approximately $1.3 billion.


SHRIJI PRAMUKH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Shriji Pramukh Swami, LLC
          dba Quality Inn at Fort Stewart
        706 East Oglethorpe Hwy
        Hinesville, GA 31313
        Tel: (912) 876-4466

Bankruptcy Case No.: 12-40498

Chapter 11 Petition Date: March 9, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake, Jr., Esq.
                  JAMES L. DRAKE, JR., P.C.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  E-mail: jdrake7@bellsouth.net

Scheduled Assets: $1,176,563

Scheduled Liabilities: $1,642,847

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

The petition was signed by Dipakchandra G. Patel, managing member.


SHUANEY IRREVOCABLE: US Trustee Withdraws Case Dismissal Bid
------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, has withdrawn
his motion to dismiss the Chapter 11 case of Shuaney Irrevocable
Trust or convert it to chapter 7 after the Debtor addressed all of
the issues raised in the motion.

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  Judge William S. Shulman presides over the case.
The Law Office of Mark Freund, Esq. -- loomf@comcast.net -- serves
as the Debtor's counsel.  The Debtor scheduled $20,996,723 in
assets and $19,625,890 in debts.  The petition was signed by
Michael P. Spellman, Trustee.


SILVER LEGACY: Owners Fail to Pay $142.8 Million Loan
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that the owners of Silver Legacy,
a Reno, Nev., resort and casino, failed to pay its $142.8 million
loan that matured March 1, according to documents filed with the
U.S. Securities and Exchange Commission, and now has until March
15 to reach an agreement before the lender "exercises remedies."
The owner of last month canceled a public debt offering aimed at
repaying its $142.8 million loan.


STARWOOD HOTELS: Moody's Lifts Sr. Unsec. Ratings From 'Ba1'
------------------------------------------------------------
Moody's Investors Service upgraded Starwood Hotels & Resorts
Worldwide Inc.'s senior unsecured ratings to Baa3 from Ba1 (LGD 4,
56%). The outlook is stable. The ratings upgrade reflects the
steady improvement in Starwood's operating metrics
-- specifically occupancy, ADR, and RevPAR -- coupled with a
material reduction in outstanding debt that has driven stronger
earnings, cash flows, and credit metrics and Moody's expectation
that earnings and credit metrics will continue to improve. The
higher ratings also reflect Moody's view that liquidity will
remain very good and that the company's financial policies will be
managed in a way that maintains a strong credit profile.

Ratings upgraded are:

- $450 million senior unsecured 7.375% notes, due 11/15/2015 to
   Baa3 from Ba1 (LGD 4, 56%)

- $495 million senior unsecured 6.25% notes, due 2/15/2013 to
   Baa3 from Ba1 (LGD 4, 56%)

- $500 million senior unsecured 7.875% notes, due 10/15/2014 to
   Baa3 from Ba1 (LGD 4, 56%)

- $400 million senior unsecured 6.75% notes, due 5/15/2018 to
   Baa3 from Ba1 (LGD 4, 56%)

- $250 million senior unsecured 7.15% notes, due 12/01/2019 to
   Baa3 from Ba1 (LGD 4, 56%)

Ratings to be withdrawn are:

Corporate Family Rating of Ba1

Probability of Default Rating of Ba1

Speculative Liquidity Rating of SGL-2

The outlook is stable.

Ratings Rationale

Starwood's Baa3 senior unsecured ratings reflect its well-defined
branding strategy, average scale in terms of system-wide rooms,
stronger credit metrics, very good liquidity and moderate
financial policy. In addition, the ratings incorporate the
increase towards higher margin franchise brands and solid hotel
development pipeline. However, the ratings also consider
Starwood's sensitivity to economic cycles, risks related to
growing and gaining appropriate distribution of new home grown
brands, material international expansion and challenges in
emerging markets.

The stable outlook reflects Moody's expectation that continued
improvement in operating metrics will drive stronger earnings,
credit metrics, and liquidity over the intermediate term. The
outlook also considers that as Starwood moves to a more asset
light business model and sells owned hotels, that debt will be
reduced at least commensurate to the loss of earnings from that
wholly owned property to avoid deterioration in credit metrics.

A higher ratings would require a sustained improvement in
operating metrics and credit metrics with leverage on a
debt/EBITDA basis of under 3.0 times, EBIT coverage of interest of
over 3.75 times, and retained cash flow to net debt well in excess
of 20%. A higher rating would also require a moderate financial
policy and very good liquidity.

Factors that could result in negative ratings pressure would
include a decline in operating metrics that resulted in a
sustained deterioration in credit metrics or liquidity.
Specifically, Starwood's ratings could be downgraded if
debt/EBITDA migrated above 3.5 times, EBIT to interest fell to
around 3.0 times, or retained cash flow to net debt declined
towards 15% on a sustained basis.

The principal methodology used in rating Starwood Hotels & Resorts
Worldwide, Inc. was the Global Lodging & Cruise Industry 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.

Starwood Hotels & Resorts Worldwide, Inc. owns and operates
approximately 1,076 properties in more than 100 countries. Annual
net revenues are about $3.3 billion.


STOCKDALE TOWER: Disclosure Statement Hearing Today
---------------------------------------------------
The Bankruptcy Court in Fresno, California, will continue today,
March 15, 2012 at 9:00 a.m., the hearing on the disclosure
statement explaining Stockdale Tower 1 LLC's bankruptcy-exit plan.

The Plan of Reorganization and Disclosure Statement are dated
Feb. 6.  The Plan provides that all allowed secured claims would
be paid in full over five years.  The Disclosure Statement did not
indicate how creditors will be grouped into classes as well as
estimated recoveries for each group.

The Debtor believes that creditors will receive a greater dividend
in its Chapter 11 case than would be available in a Chapter 7
case.  If the case were converted to Chapter 7, the Debtor
believes that LBUBS 2006-C6 Stockdale Office Limited Partnership
would be granted relief from automatic stay and permitted to
foreclose against its collateral because the amount of the LBUBS
debt is the same as or exceed that value of Stockdale Tower, which
the Debtor estimates is about $17,100,000.  A foreclosure by LBUBS
would result in it receiving the Tower as opposed to payment of
its claim in full.

LBUBS is managed by LNR Partners California Manager Inc.  pre-
bankruptcy, the Debtor defaulted on its loan to LBUBS after
several tenants vacated their office space in the Tower.

The Debtor believes most of its accounts receivables are
uncollectible.  After payment of Chapter 11 and 7 administrative
expenses, the Debtor said there may not be funds left to pay the
allowed secured claims in full in a Chapter 7 scenario.

Currently the only assets of the estate are:

   -- Stockdale Tower,
   -- a $114,000 security deposit with PG&E, which would be
      subject to set off by PG&E for pre-petitioned amounts owed,
   -- $814,661 in accounts receivables, most of which may not be
      collectable,
   -- $32,350 in furnishing and gym equipment, and
   -- an impound account of $90,061 with Wachovia.

The Debtor believes that it will have enough cash on hand on the
Effective Date to pay all the claims and expenses that required to
be paid on the date that is indicated in the Budget.

The Debtor's financial projections show that it will have an
estimated aggregate cash flow, after paying operating expenses, of
$648,221 during the first year of the Plan and an estimated
aggregate cash flow, after paying operating expenses of $1,268,012
per year thereafter, which is sufficient income to pay the annual
Plan payments of $648,000 during the first year and $1,267,064
thereafter.

Creditors have until March 20 to file proofs of claim in the case.
The deadline for government agencies is on May 5.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/STOCKDALE_TOWER_ds.pdf

                   About Stockdale Tower 1

Bakersfield, California-based Stockdale Tower 1 LLC owned by Terry
Moreland and his wife Peggy, filed for Chapter 11 bankruptcy
(Bankr. E.D. Calif. Case No. 11-62167) on Nov. 7, 2011.  The
Stockdale Tower was set to be sold to the highest bidder several
times over the last few months in 2011, but those auctions were
delayed.

Judge W. Richard Lee presides over the Chapter 11 case.  Scott T.
Belden, Esq., and Jacob L. Eaton, Esq., at Klein, DeNatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, serve as the Debtor's
bankruptcy counsel.  The firm disclosed $18,151,072 in assets and
$17,870,212 in liabilities.


STRADELLA INVESTMENTS: Chapter 11 Case Reassigned to Judge Bauer
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
in accordance with the Administrative Order 12-01 dated Feb. 9,
012, ordered that the Chapter 11 case of Stradella Investments,
Inc., is reassigned from Judge Robert Kwan to Judge Catherine E.
Bauer.

San Juan Capistrano, California-based Stradella Investments, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif.
Case No. 10-23193) on Sept. 19, 2010.  Timothy J. Yoo, Esq., at
Levene Neale Bender Rankin & Brill LLP, assists the Debtor in its
restructuring effort.  The Debtor disclosed $25,000,000 in assets
and $121,000,671 in liabilities in its schedules.


TCF FINANCIAL: Shift in Strategy Cues Fitch to Downgrade Ratings
----------------------------------------------------------------
Fitch Ratings has downgraded the long-term and short-term Issuer
Default Ratings (IDRs) for TCF Financial Corporation (TCB) and its
principal banking subsidiary TCF National Bank to 'BBB+/F2' from
'A-/F1'.  The Rating Outlook remains Negative.

The rating action is reflective of Fitch's view that TCB's recent
shift in strategy to a more national lending platform,
particularly with the company's planned growth in prime and near-
prime auto lending, was not commensurate with its ratings.  This
action does not reflect the company's recently announced balance
sheet restructuring, which Fitch regards as essentially neutral
from a ratings perspective.

Fitch's action is mainly promoted by TCB's growing proportion of
national lending products represents a less proven, and therefore,
riskier operating strategy for the company.  The company has
expanded its equipment and inventory finance business and recently
acquired an indirect national auto finance company, Gateway One
Lending & Finance.

Although these strategic changes give the company avenues for loan
growth, TCB's track record with respect to these new product lines
is still unproven, which is noteworthy given that they will become
a larger proportion of the balance sheet.

Over the medium term these loans could begin to approach roughly
one-third of overall loans.  Longer-term Fitch could expect loans
from the national lending platform to comprise at least as much as
50% of the loan portfolio.  As these loans both grow and season
over the coming years, credit quality will bear monitoring.

Fitch further notes that given this change in strategy, TCB is
also exposed to a certain degree of execution risk as it moves
into new markets and adds new lending products to its loan
portfolio.  While there could be some long-term positives to TCB's
evolving loan portfolio, there are also some near-term risks to
this strategy, namely a heavy reliance on some new management
personnel and a continued build out of infrastructure to support
these larger scale lending platforms.

Should the company find execution of this strategy challenging,
either from an operational or credit perspective, the current
ratings could be negatively impacted.

The rating action is also reflective of TCB's still growing level
of non-performing assets (NPA), inclusive of troubled debt
restructurings, which as a percentage of gross loans plus other
real estate owned (OREO) amount to 7.48% at YE2011, up from 7.03%
at 3Q'11, and 6.00% at 2Q'11.

The growth in TCB's NPA ratio stems in large part from the
continued rise in troubled debt restructurings (TDRs), which Fitch
classifies as non-performing assets.  Specifically, TCB's total
TDRs now amount to $695 million at YE2011, up from $615 million at
3Q'11, and up from $458 million at 2Q'11.  Fitch would note that
some of this increase, particularly in 3Q'11, was due to new
accounting guidance that came into effect during the quarter.
Nevertheless, this level of NPAs is higher than Fitch's
expectations, and inconsistent with similarly rated entities.

Fitch further notes that TCB continues to experience volatility in
early-stage delinquencies as well as lumpiness in non-accrual
loans in its commercial real estate portfolio (CRE), which further
supports the rating action.

Fitch views TCB's recent balance sheet optimization transaction as
mostly a neutral event to the company's ratings, as it just brings
forward future interests costs, which will therefore help the
company's net interest margin (NIM) to be stronger in future
periods.  This is notable, however, as Fitch now expects TCB's
earnings to be more reliant on spread income, rather than non-
interest income, which had historically been a more sizable
component of earnings.

The balance sheet transaction will also serve to decrease TCB's
asset sensitivity, which Fitch views positively.  However, it will
also, at least in the short term, result in a lower tangible
common equity (TCE) ratio.  Given the increase in the NPA ratio
detailed above, the Outlook remains Negative, as the resulting
lower TCE ratio provides less of a buffer to absorb unexpected
economic shocks.

Should TCB's asset quality ratios improve over the near to medium
term, as well as the company's TCE ratio begin to also increase,
Fitch believes the Outlook could be revised to Stable.
Alternatively, should the absolute level of NPAs (including TDRs)
increase by half as much as the they have over the last two
quarters, the ratings could come under further pressure.

TCB is an $18.9 billionn bank holding company with operations in
Minnesota, Illinois, Wisconsin, Michigan, Indiana, Colorado,
Arizona, and South Dakota.

Fitch has downgraded the following ratings:

TCF Financial Corporation

  -- Long-term IDR to 'BBB+' from 'A-';
  -- Short-term IDR to 'F2' from 'F1';
  -- Viability to 'bbb+' from 'a-'.

TCF National Bank

  -- Long-term deposits to 'A-' from 'A';
  -- Long-term IDR to 'BBB+' from 'A-';
  -- Subordinated debt to 'BBB' from 'BBB+';
  -- Short-term IDR to 'F2' from 'F1';
  -- Short-term deposits to 'F2 from 'F1';
  -- Viability to 'bbb+' from 'a-'.

TCF Capital I

  -- Preferred stock to 'BB' from 'BB+'.

Fitch has affirmed the following ratings:

TCF Financial Corporation

  -- Support at '5';
  -- Support floor at 'NF'.

TCF National Bank

  -- Support at '5';
  -- Support floor at 'NF'.

The Rating Outlook is Negative.


TELESAT CANADA: Moody's Upgrades Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service rated Telesat Canada's proposed US$2.55
billion credit facilities Ba3 while also upgrading the company's
corporate family rating (CFR) and probability of default rating
(PDR) to B1 from B2. At the same time, the company's senior
unsecured notes and senior subordinated notes were upgraded to B3
from Caa1. As well, Telesat's speculative grade liquidity rating
was affirmed at SGL-3 (adequate) and the ratings outlook was
revised to stable from developing. Upon the $2 billion of existing
senior secured credit facilities being repaid from the proceeds of
the proposed facilities, their applicable ratings will be
withdrawn.

Telesat has launched a financing transaction that addresses
capital structure-related uncertainties stemming from a year-and-
a-half long strategic alternatives assessment and pending debt
maturities. A $700 million special dividend to be funded from the
proceeds of the new credit facilities, along with about $200
million of cash on hand is a key feature of the transaction, which
also contemplates a comprehensive refinance of the company's
existing bank credit facilities and thereby addresses near-term
refinance risks. While Debt-to-EBITDA will spike by approximately
a full turn to 6.4x (pro forma and inclusive of Moody's standard
adjustments), since Moody's expects leverage to decline back into
the mid-5x range by the end of 2013 and as the capital structure
uncertainties are being addressed, the company's ratings have been
upgraded and the outlook stabilized

The following outlines Moody's ratings and outlook actions and
summarizes Telesat's current ratings:

Issuer: Telesat Canada

Rating Assignments:

Senior Secured Credit Facility: Assigned Ba3 LGD3, 33%

Rating Actions:

Corporate Family Rating: Upgraded to B1 from B2

Probability of Default Rating: Upgraded to B1 from B2

Senior Unsecured Regular Bond/Debenture: Upgraded to B3 (LGD5,
83%) from Caa1 (LGD5, 83%)

Senior Subordinated Bond/Debenture: Upgraded to B3 (LGD5, 93%(
from Caa1 (LGD5, 94%)

Speculative Grade Liquidity Rating: Unchanged at SGL-3

Outlook Actions:

Outlook: Changed to Stable from Developing

Ratings Rationale

Telesat's B1 ratings stem from a moderately aggressive debt load,
a solid business profile, and uncertainties stemming from mid-term
refinance activities as wells as future investment return
considerations of the company's owners. Financial leverage is
somewhat elevated (pro form Debt-to-EBITDA will be 6.4x,
incorporating Moody's standard adjustments,) as a consequence of a
debt-financed ownership change, significant capital expenditures,
and a pending $700 million special dividend. However, the
company's strong business profile, featuring a stable contract-
based revenue stream with a six-year equivalent revenue backlog of
$5.4 billion that is booked with well-regarded customers, provides
a solid positive consideration. The special dividend is part of a
refinancing transaction that, in turn, results from a prolonged
strategic reassessment initiated by Telesat's owners. While no
dividends or share repurchases are currently planned, Moody's
thinks that there is the potential of subsequent periodic
strategic reassessments as ownership looks for investment returns
in advance of a permanent ownership structure developing. In
addition, since the proposed credit facilities containing
springing maturity dates in the event that junior ranking capital
is not refinanced prior to its stated maturities, the structure
amplifies the impact of mid-term refinance risks.

Rating Outlook

Given expectations of leverage declining over the next two years
back into the mid 5x range (from a pro forma starting point of
6.4x), the outlook is stable.

What Could Change the Rating - Up

Presuming solid industry fundamentals, good execution and solid
liquidity, Telesat's rating could be considered for upgrade if
Moody's expected Debt/EBITDA to be less than 5.0x with Free Cash
Flow to Debt in excess of 7.5% (in both cases, on a sustained
basis and incorporating Moody's standard adjustments). Since the
existing private equity ownership constrains the rating, a
prerequisite to an upgrade would also likely involve a stable
ownership structure.

What Could Change the Rating - Down

Telesat's rating could be considered for downgrade if Moody's
expected Debt/EBITDA to be greater than 6.0x with Free Cash Flow
to Debt less than 2.5% (in both cases, on a sustained basis and
incorporating Moody's standard adjustments). Poor industry
fundamentals, execution or deteriorating liquidity could also
cause adverse ratings actions.

The principal methodology used in rating Telesat Canada was the
Global Communications Infrastructure 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.


THORNBURG MORTGAGE: SEC Sues Former Execs for Hiding $428MM Loss
----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the U.S.
Securities and Exchange Commission on Tuesday sued three former
TMST Inc. executives for allegedly misrepresenting investors by
omitting a $428 million loss in the now-bankrupt mortgage lender's
2007 annual report.

                        About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-
family residential mortgage lender focused principally on prime
and super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by Shapiro Sher Guinot &
Sandler.


THORNBURG MORTGAGE: Court Approves SEC Offer of Settlement
----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
the motion filed by the U.S. Trustee assigned to the Thornburg
Mortgage case for approval to submit an offer of settlement to the
SEC for a consent order to be entered in anticipation of an
administrative proceeding instituted, pursuant to Section 12(j) of
the Securities Exchange Act of 1934, against the Company to revoke
registration of its securities. The offer of settlement provides
that the Company consents to an order by the SEC containing
findings that the Company has failed to comply with Section 13(a)
of the Exchange Act and Rules 13a-1 and 13a-3 thereunder, while
its stock was registered with the SEC.

                        About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-
family residential mortgage lender focused principally on prime
and super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by Shapiro Sher Guinot &
Sandler.


TOWNSEND CORP: Exclusive Plan Filing Period Extended to April 6
---------------------------------------------------------------
Townsend Corporation and LRJC, Inc., sought and obtained an
extension of their exclusive periods to file and solicit
acceptances of a plan of reorganization for 90 days, to April 6,
2012 and June 5, 2012, respectively.

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  Todd M. Arnold, Esq., and Martin J.
Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, represent
the Debtors.  Each of the Debtors estimated $10 million to $50
million in both assets and debts.  The petitions were signed by
Ernest W. Townsend, IV, the president.


TOWNSEND CORP: Case Reassigned to Judge Catherine E. Bauer
----------------------------------------------------------
The Chapter 11 cases of Townsend Corporation, d/b/a Land Rover
Jaguar Anaheim Hills, and LRJC, Inc., d/b/a Land Rover Jaguar
Cerritos, have been reassigned from Judge Robert N. Kwan to Judge
Catherine E. Bauer.

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  Todd M. Arnold, Esq., and Martin J.
Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, represent
the Debtors.  Each of the Debtors estimated $10 million to $50
million in both assets and debts.  The petitions were signed by
Ernest W. Townsend, IV, the president.


TRACY PRESS: JP Media Partners to Get 8% Commission From Sale
-------------------------------------------------------------
Jondi Gumz at Santa Cruz Sentinel reports that Tracy Press Inc.
will be paying JP Media Partners, which was hired to find a buyer
for the assets, an 8% commission if the pending sale is approved.

Tracy Press is proposing to sell its assets to Phoenix Publishing
Co. of San Angelo, Texas, at a hearing scheduled for March 28,
2012, at 10 a.m., in Sacramento, California, before Judge
Christopher Klein.

According to the Sentinel, a Feb. 2 letter from H. Lee Wilcox of
Phoenix Publishing offers to buy the Tracy Press assets for
$758,500 in a 100% cash transaction.  The buyer proposes to
acquire accounts receivable, no more than 60 days past due,
estimated at $90,000.

According to the report, the offer is contingent on the acceptance
of the buyer's letter of intent to buy the Patterson Irrigator
newspaper, which is not in bankruptcy.  The report says the buyer
set the closing date as 30 days after the bankruptcy court
announces the winning bidder, and no later than April 30.

The report says Robert Matthews, president of Tracy Press Inc.,
submitted a letter Feb. 24 in support of the sale, saying, "After
many months of trying to sell the newspaper operations, this is
the highest and best offer received to date."

The report relates the court previously approved the sale of the
Press Banner to MainStreet Media Group, publisher of the Good
Times Santa Cruz weekly and the Gilroy Dispatch, for $200,000 but
the buyer did not complete the transaction.

The report relates Mr. Matthews is seeking court approval to sell
the Patterson Irrigator for $251,500 plus about $30,000 for
accounts receivable.  Mr. Matthews pointed out Mike Quinn and
Elaine Quinn have an interest in fixtures, furniture, inventory
and accounts receivable of the Valley Press/Scotts Valley Press.
This claim for $11,809, filed in September 2010, would be paid out
of the sale as would a claim filed by the IRS for $107,627.

                         About Tracy Press

Based in Tracy, California, Tracy Press, Inc., is the publisher of
the weekly Tracy Press and, in Santa Cruz County, the Press-
Banner. It also has published the Patterson Irrigator since 2003,
but that paper's own limited liability company -- which includes a
print shop -- has not filed for bankruptcy.

Tracy Press filed for Chapter 11 on July 2, 2010 (Bankr. E.D.
Calif. Case No. 10-37525), estimating assets of $500,001 to
$1 million and debts of $1 million to $10 million.


TRANS-LUX CORP: Stockholders OK Increase of Authorized Shares
-------------------------------------------------------------
The Annual Meeting of Stockholders of Trans-Lux Corporation was
held on March 6, 2012.  At the meeting, stockholders voted to (a)
increase authorized shares and reduce the par value of Common
Stock, (b) remove Class A Stock from authorized capital stock, (c)
remove Class B Stock from authorized capital stock and (d) remove
Article Twelfth regarding super-majority voting requirements, (ii)
approve the adoption of the 2012 Long-Term Incentive Plan, (iii)
elect Jean-Marc Allain, George W. Schiele, Jean Firstenberg,
Richard Nummi and Elliot Sloyer as directors of the Company, and
(iv) ratify the retention of the independent registered public
accounting firm.

The Corporation previously issued Series A Convertible Preferred
Stock, par value $1.00 per share, having a stated value of $20.00
per share and convertible into fifty (50) shares of the
Corporation's Common Stock.  Upon filing of the approved Amended
and Restated Certificate of Incorporation, the provision which
increases the number of shares of authorized Common Stock operates
to allow an adequate amount of shares of authorized Common Stock
for issuance upon conversion of the Preferred Stock.  Upon such
filing, the shares of Preferred Stock will be automatically
converted into Common Stock.  Each share of Preferred Stock will
convert into fifty (50) shares of Common Stock of the Corporation.

On March 6, 2012, the Company accepted the letter of resignation
of Ms. Angela D. Toppi, effective immediately, as a Director of
the Company.  Ms. Toppi's current term would have expired in 2012.
Her decision to resign was not due to any disagreement with the
Company.  Ms. Toppi will continue to serve as Executive Vice
President, Chief Financial Officer and Assistant Secretary of the
Company.

Trans-Lux Corporation has entered into a new employment agreement
with the Chief Executive Officer and President, Jean-Marc Allain
dated as of Feb. 15, 2012.  The agreement has a term of three
years and provides for compensation at the annual rate of $275,000
and includes a grant of warrants to purchase 2,000,000 shares of
the Company's Common Stock in accordance with the terms set forth
therein.  Mr. Allain is entitled to receive an annual bonus in the
event that the cash flow of the Corporation meet or exceeds
$1,000,000.

                       About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.

The Company also reported a net loss of $5.45 million on
$17.12 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $5.25 million on
$18.73 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$29.73 million in total assets, $35.31 million in total
liabilities, and a $5.58 million total stockholders' deficit.

As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009.  Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.


TRIDENT MICROSYSTEMS: Equity Committee Proposes A&M as Advisor
--------------------------------------------------------------
The Committee of Equity Security Holders of Trident Microsystems,
Inc., et al., asks the Bankruptcy Court for entry of an order
authorizing the employment and retention of the consulting firm
Alvarez & Marsal North America, LLC, as financial advisors to the
Equity Committee, effective as of February 16, 2012.

The Equity Committee has decided to retain the services of A&M
based upon, among other things, the Equity Committee's need to:

    (i) Assist in the evaluation and analysis and eventual sale of
        substantially all of the Debtors' business lines,

   (ii) monitor and evaluate the Debtors' operations, cash flows
        and business plans, and

  (iii) evaluate and monitor Debtors' efforts to reorganize and
        maximize the value of their estates for creditors and
        equity holders successfully.

The Equity Committee has selected A&M because of its extensive
experience and excellent reputation in providing financial
advisory services in chapter 11 cases such as these.  The Equity
Committee is familiar with the professional standing and
reputation of A&M and understands and recognizes that A&M has a
wealth of experience in providing financial advisory services in
restructurings and reorganizations and enjoys an excellent
reputation for services it has rendered in large and complex
chapter 11 cases on behalf of debtors and creditors throughout the
United States.

A&M will provide such consulting and advisory services to the
Equity Committee and its legal advisors as A&M and the Equity
Committee deem appropriate and feasible in order to advise the
Equity Committee in the course of these chapter 11 cases,
including:

    (a) Assisting in the review of financial information
        distributed by the Debtors to the Equity Committee, its
        advisors and/or creditors and others, including, but not
        limited to, short term cash flow projections and budgets,
        cash receipts and disbursement analysis and analysis of
        various asset and liability accounts, including their
        intercompany matrix;

    (b) Assisting counsel to the Equity Committee in support of
        the financial elements of various Court pleadings filed
        throughout these proceedings;

    (c) Assisting with a review of the business model, operations,
        properties, assets and liabilities, financial condition,
        tax considerations, feasibility and prospects of the
        Debtors;

    (d) Assisting with a review of the Debtors' cost/benefit
        evaluations with respect to the assumption or rejection of
        executory contracts and/or unexpired leases;

    (e) Assisting in the review and monitoring of international
        operating, intercompany and cash management
        characteristics, in consideration of their overall impact
        on the liquidity position and enterprise value of the
        Debtors;

    (f) Attending meetings with the Debtors, the Debtors'
        creditors, the Equity Committee and any other official
        committees organized in these chapter 11 cases, the U.S.
        Trustee, other parties in interest and professionals hired
        by the same, as requested;

    (g) Assisting with a review of the Debtors' proposed key
        employee retention and other critical employee/retiree
        benefit and pension programs;

    (h) Assisting with the assessment of any potential avoidance
        actions that could result in unencumbered sources of
        recovery to the Equity Committee;

    (i) Assisting in the review and/or preparation of information
        and analysis necessary for the confirmation of a plan in
        these chapter 11 cases, including an assessment of
        liquidation analyses included therein; and

    (j) Rendering other general business consulting or other
        assistance as the Equity Committee or its counsel may deem
        necessary, consistent with the role of a financial advisor
        and not duplicative of services provided by other
        professionals in these chapter 11 cases.

The terms on which the Equity Committee proposes, subject to Court
approval, to retain A&M are as follows:

    (a) A&M will apply to the Court for allowances of compensation
        and reimbursement of expenses for its financial advisory
        support services.

    (b) A&M will be paid by the Company for the services of the
        Professionals at their customary hourly billing rates
        which will be subject to the following ranges:

          i. Managing Directors $650-850
         ii. Directors $450-650
        iii. Analysts/Associates $225-450

        The rates and ranges will be subject to adjustment
        annually.

    (c) In addition, A&M will be reimbursed for the reasonable
        out-of-pocket expenses of A&M and the A&M Professionals
        incurred in connection with this assignment, such as
        travel, lodging, third party duplications, messenger and
        telephone charges.  Reasonable out-of-pocket expenses
        would include any reasonable legal fees incurred for A&M's
        defense of its retention application and fee applications
        submitted in this matter, subject to Court approval.

    (d) In order for A&M to perform the services, it will be
        necessary for A&M personnel to have access to certain
        books, records and reports of the Debtors and to have
        discussions with the Debtors' personnel.

    (e) Because of the limitations in this proposed retention, the
        depth of A&M's analysis and verification of the data are
        limited.  It is understood by the Equity Committee that
        A&M is not being requested to perform an audit and that
        A&M is entitled to rely on the accuracy and validity of
        the data disclosed to A&M or supplied to A&M by, or on
        behalf of, employees and representatives of the Debtors or
        the Equity Committee.

    (f) The Equity Committee understands that the services to be
        rendered may include a review and assessment or
        preparation of projections and other forward-looking
        statements and that numerous factors can affect the actual
        results of the Debtors' operations, which may materially
        and adversely differ from those projections and other
        forward-looking statements.

    (g) All advice (written or oral) provided by A&M to the Equity
        Committee in connection with this engagement is intended
        solely for the benefit and use of the Equity Committee in
        considering the matters to which this engagement relates.

    (h) From time to time A&M may utilize the services of the
        employees of its affiliates in the performance of
        services.

    (i) As part of the overall compensation payable to A&M, the
        Equity Committee has agreed to request that the Debtors
        indemnify and hold harmless A&M for any claims arising
        from, related to, or in connection with A&M's engagement
        and to request that this Court enter an order approving
        the indemnification obligation.  Both the Equity Committee
        and A&M believe that these provisions are customary and
        reasonable.

    (j) The Debtors will have no obligation to indemnify A&M or
        provide contribution or reimbursement to A&M for any claim
        or expense that is either (i) judicially determined to
        have arisen primarily from A&M's bad faith, self-dealing,
        breach of fiduciary duty, gross negligence or willful
        misconduct, or (ii) for a contractual dispute in which the
        Debtors allege the breach of A&M's contractual obligations
        if the Court determines that indemnification, contribution
        or reimbursement would not be permissible, or (iii)
        settled prior to a judicial determination as to A&M's bad
        faith, gross negligence or willful misconduct but
        determined by the Court to be a claim or expense for which
        A&M is not entitled to receive indemnity under the terms
        of this Application.

    (k) If, before the earlier of (i) the entry of an order
        confirming a chapter 11 plan in these cases, and (ii) the
        entry of an order closing these chapter 11 cases, A&M
        believes that it is entitled to the payment of any amounts
        by the Debtors on account of the Debtors' indemnification,
        contribution and/or reimbursement obligations, including
        the advancement of defense costs, A&M must file an
        application therefore in this Court, and the Debtors may
        not pay any amounts to A&M before the entry of an order by
        this Court approving the payment.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3 appointed
three members to the Committee of Trident Microsystems, Inc.
Equity Security Holders.


TRIDENT MICROSYSTEMS: Equity Committee Has Bayard as Co-Counsel
---------------------------------------------------------------
The Committee of Equity Security Holders of Trident Microsystems,
Inc., asks the Bankruptcy Court for authority to retain and employ
Bayard, P.A., as co-counsel to the Equity Committee nunc pro tunc
to Feb. 14, 2012.

The services Bayard has rendered and may be required to render for
the Equity Committee include, without limitation, the following:

    (a) providing legal advice with respect to its powers and
        duties as the Equity Committee;

    (b) assisting in the investigation of the acts, conduct,
        assets, liabilities and financial condition of the
        Debtors, the operation of the Debtors' businesses, and any
        other matter relevant to these cases or to the formulation
        of a plan or plans of reorganization or liquidation or in
        connection with any potential sale of the Debtors' assets;

    (c) preparing on behalf of the Equity Committee necessary
        applications, motions, complaints, answers, orders,
        agreements and other legal papers;

    (d) reviewing, analyzing and responding to all pleadings filed
        by the Debtors and appearing in Court to present necessary
        motions, applications and pleadings and to otherwise
        protect the interests of the Equity Committee;

    (e) consulting with the Debtors, the Creditors' Committee and
        the United States Trustee concerning the administration of
        the Debtors' estates;

    (f) representing the Equity Committee in hearings and other
        judicial proceedings;

    (g) advising the Equity Committee on practice and procedure in
        the Bankruptcy Court for the District of Delaware; and

    (h) performing all other legal services for the Equity
        Committee in connection with these chapter 11 cases.

The Equity Committee requests that Bayard be compensated on a
hourly basis, plus reimbursement of the actual and necessary
expenses that Bayard incurs, in accordance with the ordinary and
customary rates which are in effect on the date the services are
rendered.

Bayard has advised the Equity Committee that Bayard's hourly rates
range from:

     Directors            $500 to $890 per hour
     Associates           $310 to $485 per hour
     Paraprofessionals    $195 to $285 per hour

The primary attorneys and paralegal expected to represent the
Equity Committee, and their respective hourly rates are:

     (a) Neil B. Glassman                       $890 per hour
     (b) Charlene Davis                         $750 per hour
     (c) Jamie Edmonson                         $625 per hour
     (d) GianClaudio Finizio                    $475 per hour
     (e) Justin Alberto                         $345 per hour
     (f) Stephanie Breckenridge (paralegal)     $285 per hour

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3 appointed
three members to the Committee of Trident Microsystems, Inc.
Equity Security Holders.


TRIDENT MICROSYSTEMS: Equity Panel Has Dewey & LeBoeuf as Counsel
-----------------------------------------------------------------
The committee of equity security holders in the chapter 11 case of
Trident Microsystems, Inc., asks the Bankruptcy Court for entry of
an order approving the retention and employment of Dewey & LeBoeuf
LLP as attorneys to the Equity Committee, nunc pro tunc to
Feb. 14, 2012.

D&L has extensive experience in the area of corporate
transactions, corporate governance, and taxation -- each of which
the Equity Committee believes will be of importance in these
chapter 11 cases.

The Equity Committee anticipates D&L will, in connection with
TMI's chapter 11 case and subject to orders of this Court, provide
a range of services to the Equity Committee, pursuant to which it
will perform all matters necessary to:

    (a) assist and advise the Equity Committee with respect to the
        powers and duties of the Equity Committee in TMI's chapter
        11 case;

    (b) assist and advise the Equity Committee in its consultation
        with the Debtors, the Creditors Committee, and other
        constituents relative to the administration of the
        Debtors' chapter 11 cases;

    (c) attend meetings and negotiate with representatives of the
        Debtors, the Creditors Committee, and the administration
        officials presiding over the liquidation governed by
        Cayman Island law, and other potential Trident entities'
        insolvency proceedings around the globe;

    (d) assist and advise the Equity Committee in its examination
        and analysis of the conduct of the Debtors' affairs and
        their subsidiaries' affairs, and in the analysis of
        proposals and pleadings submitted by other parties in
        interest in these chapter 11 cases;

    (e) assist the Equity Committee in the formulation, review,
        analysis, and negotiation of any chapter 11 plans that may
        be filed and assist the Equity Committee in the
        formulation, review, and analysis of the disclosure
        statement accompanying any chapter 11 plans;

    (f) take all necessary action to protect and preserve the
        interests of the Equity Committee and equity security
        holders' interests in the Debtors' estates, including (i)
        the investigation and possible prosecution of actions on
        their behalf; (ii) if appropriate, negotiations concerning
        all litigation in which the Debtors' estates are involved;
        and (iii) review and analysis of claims filed against the
        Debtors' estates;

    (g) generally prepare on behalf of the Equity Committee all
        necessary motions, applications, answers, orders, reports,
        and papers in support of positions taken by the Equity
        Committee; and

    (h) appear, as appropriate, before this Court, the appellate
        courts, and the U.S. Trustee, and protect the interests of
        the Equity Committee before those courts and before the
        U.S. Trustee.

The Equity Committee requests that D&L be compensated in the
amount of its normal hourly rates times the hours expended, and
reimbursement of its disbursements at cost.  If retained, D&L will
charge the following rates:

    (a) the hourly rates for partners range from $775 per hour to
        $1,200 per hour, based upon a variety of factors,
        including seniority and distinction and expertise in one's
        field;

    (b) the hourly rates for "of counsel" range from $760 per hour
        to $900 per hour;

    (c) the hourly rates for associates range from $395 per hour
        to $675 per hour, based upon year of graduation from law
        school; and

    (d) the hourly rates for paraprofessionals range from $200 per
        hour to $295 per hour.

The professionals at D&L currently expected to have primary
responsibility for providing services to the Equity Committee in
these chapter 11 cases, their position, and their hourly are as
follows:

         Martin J. Bienenstock          $1,000
         Robert M. Finkel                 $995
         Timothy Q. Karcher               $875
         Vincent Indelicato               $580
         Maja Zerjal                      $395

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3 appointed
three members to the Committee of Trident Microsystems, Inc.
Equity Security Holders.


TRIDENT MICROSYSTEMS: Equity Panel Has Quinn as Conflicts Counsel
-----------------------------------------------------------------
The Committee of Equity Security Holders of Trident Microsystems,
Inc., asks the Court for entry of an order authorizing the Equity
Committee to retain and employ Quinn Emanuel Urquhart & Sullivan,
LLP, nunc pro tunc to March 2, 2012, as conflicts counsel.

The Equity Committee seeks to retain Quinn Emanuel for a narrowly-
tailored scope of engagement: solely to represent the Equity
Committee in matters potentially adverse to NXP B.V. and NXP
Semiconductors Netherlands B.V.  NXP is purportedly the largest
shareholder of Trident Microsystems Inc. (TMI), the largest
unsecured creditor of Trident Microsystems Far East (TMFE), the
entity that appointed four of the nine directors sitting on the
Debtors' board of directors within one year prior to the Petition
Date, and TMFE's largest vendor.  The Equity Committee's lead
bankruptcy counsel represents NXP in matters unrelated to the
Debtor's chapter 11 cases.  Thus, the Equity Committee submits,
out of an abundance of caution, that it is necessary and
appropriate to employ and retain Quinn Emanuel to solely render
the following services each as appropriate and as directed by the
Equity Committee:

    (a) undertaking an investigation of potential claims the
        Debtors may have against NXP, including taking discovery
        pursuant to Bankruptcy Rule 2004;

    (b) evaluating and discussing the findings of such
        investigation with the Equity Committee;

    (c) engaging in any discussions of consensual resolution of
        such potential claims with the Debtors, NXP, the
        Creditors' Committee, and other parties-in-interest;

    (d) seeking to obtain derivative standing to prosecute any
        such claims;

    (e) prosecuting any such claims for the benefit of TMI's
        estate; and

    (f) other services for which it would be most economical and
        efficient for Quinn Emanuel to provide to the Equity
        Committee.

Compensation will be payable to Quinn Emanuel on an hourly basis,
plus reimbursement of actual, necessary expenses and other charges
incurred by the Firm.  As is the case with respect to rates
charged in non-bankruptcy matters of this type, Quinn Emanuel's
rates are subject to periodic adjustment to reflect economic and
other market conditions.  Currently, hourly rates range from:

         Partners               $810 to $955
         Attorneys              $350 to $900
         Legal assistants       $290 to $350

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3 appointed
three members to the Committee of Trident Microsystems, Inc.
Equity Security Holders.


TTM MB PARK: Court Rejects Capmark's Bid for SARE Declaration
-------------------------------------------------------------
Bankruptcy Judge Margaret A. Mahoney denied Capmark Bank's motion
for a determination that TTM MB Park, LLC, is subject to the
single asset real estate provisions of 11 U.S.C. Sec. 362(d)(3),
saying the bank failed to meet its burden of proof that the
Debtor's properties satisfy the definition of single asset real
estate codified at 11 U.S.C. Sec. 101(51B).

TTM MB Park, LLC, which partially owns and operates two apartment
complexes, filed for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case
No. 12-00174) on Jan. 12, 2012.  The complexes are located roughly
3.3 miles from one another but share several relevant
commonalities of ownership, financing, and management.

Capmark argues that the two properties constitute a SARE because
they are linked by a common purpose -- owning and operating rental
real estate for profit. The bank also points out that the
properties are the result of a single plan of financing.  They are
subject to a single mortgage and a single absolute assignment of
leases and rents.  Further, the apartment complexes do not have a
separate legal identity beyond their respective trade names.  The
bank also argues that the properties share the same ownership
structure. The Debtor's 40% interest in the two properties is the
result of a single tenant-in-common agreement with two co-
borrowers.  Likewise, the debtor and co-borrowers entered into a
management agreement providing for the properties' collective
management.  Moreover, both the tenant-in-common agreement and the
management agreement refer to the properties as the "Property."

Capmark also argues that the Debtor referred to the properties
singularly as the "Property" in an underlying state court suit as
well.  Capmark further argues that properties do not have to be
adjacent or contiguous in order to be a "single project" SARE.
Rather, it asserts that the proximity of the properties to one
another is merely a factor to be considered in determining whether
a single project exists.

In contrast, the Debtor contends that the apartment complexes do
not constitute a SARE. The Debtor asserts that a physical nexus
between separate parcels of property is a necessary characteristic
in a "single project" SARE.  The Debtor also argues that the
apartment complexes are assessed separately for tax purposes and
are subject to individualized promissory notes. Moreover, the
Debtor highlights that the apartment complexes maintain separate
books and records, employ different employees, and the tenants of
the two complexes do not share rights and privileges at both
complexes.

A copy of the Court's March 12 Order is available at
http://is.gd/PY64fBfrom Leagle.com.

W. Alexander Grey Jr., Esq., and Lawrence B. Voit, Esq., at
Silver, Voit & Thompson, serves as the Debtor's counsel.  In its
petition, the Debtor estimated under $50,000 in assets and $10
million to $50 million in debts.  The petition was signed by Todd
Martin, manager.


U.S. STEEL: S&P Rates $400-Mil. Senior Unsecured Notes at 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating (same as the corporate credit rating) to United States
Steel Corp.'s (U.S. Steel) proposed $400 million senior unsecured
notes due 2022. "The recovery rating is '3', indicating our
expectation for a meaningful (50% to 70%) recovery in the event
of a payment default. The notes are being issued under the
company's shelf registration for well-known and seasoned issuers
filed on Feb. 24, 2010," S&P said.

"The notes will be senior unsecured obligations and rank equally
with all of U.S. Steel's existing and future unsecured and
unsubordinated indebtedness. The company intends to use the
proceeds from this offering to redeem its $300 million 5.65%
senior notes due 2013 and for general corporate purposes," S&P
said.

"The rating on Pittsburgh-based U.S. Steel reflects our assessment
of the company's business risk profile as 'fair' and financial
risk profile as 'aggressive' (as our criteria define the terms).
In our view, the integrated steel producer has capital-intensive
operations, is exposed to highly cyclical and competitive markets,
and has a high degree of operating leverage. Its financial risk
profile reflects relatively high levels of book debt and
significant underfunded postretirement benefit obligations. Our
ratings on the company also reflect its strong liquidity, good
scope and breadth of product and operations, and the benefits of
its backward integration into iron ore and coke production," S&P
said.

"We expect that, as the U.S. economy continues to slowly expand,
U.S. Steel's credit measures will gradually improve to levels we
consider more in line with the 'BB' rating, given the company's
fair business risk profile. For the rating, we expect adjusted
debt to EBITDA to be below 4.5x and adjusted funds from operations
(FFO) to total debt about 20%. In 2011, we estimate that these
measures, pro forma for the disposal of its Serbian operation,
were 5.1x and below 15%. We expect U.S. Steel to generate adjusted
EBITDA of $1.7 billion to $1.9 billion in 2012, with adjusted
leverage about 4x and adjusted FFO to total debt of 15% to 20% and
would also expect continued economic growth to lead to further
improvement in 2013. The rating also reflects our view of the
company's strong liquidity, which should be sufficient to fund
increased working capital needs as business expands and as
capital spending levels increase for strategic projects," S&P
said.

Rating List

United States Steel Corp.
Corporate Credit Rating                        BB/Stable/--

New Rating

United States Steel Corp.
$400 mil sr unsec notes due 2022               BB
  Recovery Rating                               3


UNI-PIXEL INC: Signs Agreement with Carestream Tollcoating
----------------------------------------------------------
UniPixel, Inc., has signed an agreement with Carestream
Tollcoating for the manufacture and distribution of UniPixel's
Diamond Guard protective cover films.

Carestream Tollcoating is a premium provider of high-precision
contract coating services and optical grade PET film, specializing
in the application of aqueous and solvent coatings on flexible
substrates for imaging, printed electronics, display, electronic
component, nanotechnology, battery, and a variety of other
flexible advanced material markets.  Its global logistics network,
with supply chain management and distribution capabilities in 56
countries offers worldwide end-to-end service from high precision
coating through post-manufacturing.

"Our new partnership with a worldwide industry leader like
Carestream Tollcoating affirms Diamond Guard films tremendous
market potential," said UniPixel CEO Reed Killion.  "Leveraging
proven intellectual and manufacturing assets, Carestream
Tollcoating brings more than 100 years of industry-leading
innovation, as well as valuable knowledge and problem-solving
expertise in solutions preparation, film manufacturing, converting
and packaging."

"Carestream Tollcoating is the ideal partner to bring this product
line to the global market. Several dozen major electronic OEMs and
ODMs are currently evaluating and testing Diamond Guard film using
product produced both in-house and during the Carestream
Tollcoating certification production runs," continued Reed.  "Some
evaluations have advanced to the submission of purchase orders for
test piloting purposes, and we are focusing on production level
shipments."

With certification completed, Carestream Tollcoating can offer
production capacity of more than 100 million square feet a year.
Diamond Guard film is based on UniPixel proprietary resins and
Carestream Tollcoating's manufacturing, coating and converting.

"UniPixel's Diamond Guard Film is a truly amazing product line,
particularly Diamond Guard Hard Coat, one of the hardest coatings
available on a flexible film," commented Rick Daniels, General
Manager of the Carestream Advanced Materials and Carestream
Tollcoating divisions.  "We are honored to partner with UniPixel's
innovative engineering team to bring it to market.  Our legacy of
process sophistication is a natural fit for UniPixel's production
requirements. Combined with our exceptional quality PET film and
global distribution capabilities, we are able to provide
significant value as a trusted partner throughout Diamond Guard's
entire product supply chain and go-to-market process."

                       About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 and a
net loss of $3.82 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $8.38 million
in total assets, $87,468 in total liabilities and $8.30 million in
total shareholders' equity.


UNITED RETAIL: Creditors Oppose Versa Credit Bid
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee for United Retail Group Inc.
arranged a court hearing March 15 where they will ask the
bankruptcy judge to preclude an affiliate of Versa Capital
Management LLC from buying the company with debt acquired from the
owner Redcats USA Inc. or affiliates.

According to the report, the committee contends that the Redcats
secured claim available for use in a credit bid is "vastly
overstated."  After deducting for obligations that were repaid or
that should be offset under a tax agreement, the committee
contends there is no Redcats secured claim usable in buying the
company.

                         March 23 Auction

As reported in the Feb. 29, 2012 edition of the Troubled Company
Reporter, the U.S. Bankruptcy Court in Manhattan has approved
procedures to test whether there's a better offer to buy United
Retail Group Inc.'s assets and business than the bid worked out
prepetition with an affiliate of Versa Capital Management.
Interested parties are required to submit initial bids by March 15
and their official bids by March 20.  If qualified bids are
received, an auction will be held March 23.  The hearing to
approve the sale is set for April 3.

Absent higher and better offers, Versa will purchase the business
in exchange for the loan financing the Chapter 11 case as
much as $15 million, a $2 million to wind-up the bankruptcy, carve
out $500,000 for unsecured creditors, and an additional $11.1
million to cover expenses of the Chapter 11 case along with
priority claims that must be paid in full.  In addition Versa will
pay as much as $2.2 million owing to supplier Redcats Asia Ltd.,
an affiliate of the owner. Finally, Versa will assume as much as
$4.7 million in other debt.

                      About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

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.


VILLAGE RESORTS: Taps Worsek & Vihon as Real Estate & Tax Counsel
-----------------------------------------------------------------
Village Resorts, Inc., et al., seek permission from the Bankruptcy
Court to employ Worsek & Vihon LLP as special counsel.

The Debtors own several parcels of real property commonly known as
4500 West Touhy Avenue, 4560 West Touhy Avenue, and 7350 North
Lincoln Avenue in Lincolnwood, Illinois.

Worsek & Vihon will render legal advice with respect to the
reduction of property taxes for the Properties to enhance the
Properties' value and render legal advice and perform other legal
services related to real estate tax assessments.

Worsek & Vihon will charge for its legal services on a contingency
fee basis, pursuant to the fees contained in the retention
agreement.

Robert S. Vihon will be the principal attorney who will represent
the Debtors.

To the best of the Debtors' knowledge, Worsek & Vihon has not
represented any of their creditors or any other parties-in-
interest, or their respective attorneys, in any matter relating to
the Debtors or their estates.

Village Resorts, Inc., aka Purple Hotel, filed for Chapter 11
bankruptcy (Bank. N.D. Ill. Case No. 11-50965) on Dec. 21, 2011.
The Debtor estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.  Kun Chae Bae,
signed the petition as president.



VILLAGE RESORTS: Has Until April 24 to File Chapter 11 Plan
-----------------------------------------------------------
The Bankruptcy Court has set April 24, 2012, as Village Resorts,
Inc., et al's deadline to file a Plan and Disclosure Statement.

The Court sets the Bankruptcy Case for a report on the status of
the Plan and Disclosure Statement on May 10, 2012, at 10:30 a.m.

Status hearing originally set on the Plan and Disclosure Statement
for March 26, 2012, at 10:30 a.m. was stricken.

Village Resorts, Inc., aka Purple Hotel, filed for Chapter 11
bankruptcy (Bank. N.D. Ill. Case No. 11-50965) on Dec. 21, 2011.
The Debtor estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.  Kun Chae Bae,
signed the petition as president.


VIRGIN ISLANDS: S&P Cuts Rating on Elec. System Bonds to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Virgin
Islands Water and Power Authority's (WAPA) electric system
subordinate lien revenue bonds to 'BB+' from 'BBB-'. The outlook
is negative. "At the same time, Standard & Poor's revised its
outlook on the system's senior lien revenue bonds to negative from
stable. Standard & Poor's also affirmed its 'BBB-' rating on those
bonds," S&P said.

"The downgrade pertains to $57 million of series 2007A
subordinate-lien bonds outstanding and the authority's proposed
subordinate-lien bonds, series 2012B and 2012C ($40 million),
which we initially rated 'BBB-' in January. We expect the 2012A
(senior-lien), 2012B, and 2012C (subordinate-lien) bonds to price
in March. Net electric system revenues secure the bonds," S&P
said.

"The downgrade and outlook revision reflect our view of a weakened
economic outlook that follows the announcement of the closure of
HOVENSA LLC's oil refinery that, while not a system customer,
generated substantial revenues for the U.S. Virgin Island (USVI)
government.  We believe the closure could have consequences for
the electric system's finances," said Standard & Poor's
credit analyst Peter Murphy.

"The oil refinery was also the long-time supplier to the system.
Due to the increase in subordinate-lien debt, and the increasing
gap between management's forecast debt service coverage levels of
the senior lien bonds and the junior lien bonds, we believe a one-
notch downgrade of the subordinate-lien bonds is now warranted,"
Mr. Murphy added.

The ratings reflect S&P's assessment of the factors, which it
views as credit weaknesses:

* "High dependence on a single fuel type (oil), which we believe
   results in volatile electric rates and vulnerability to high
   prices, including current conditions," S&P said.

* High leverage, due in part to a $40 million deficit financing
   linked to high oil prices the past three years that reduced
   debt service coverage (DSC) levels.

* A low cash position, which would improve under the proposed
   debt restructuring, although recent payments of amounts owed
   from the USVI government has improved liquidity somewhat.

"Modest levels of available bank lines of credit are also part of
management's plan to mitigate this position; and A limited economy
based on tourism, with below-average income levels and heightened
concern given the system's high rates and global economic
conditions, and which we expect the job losses at the refinery in
2012 will affect negatively. The negative outlook reflects our
view that the economic impact of the HOVENSA refinery closure will
exacerbate economic and financial problems for the USVI government
during our two-year outlook horizon. Given the authority's
exposure to oil costs and high unrecovered fuel cost balance and
weakened financial condition, if costs increase significantly or
if high electric rates reduce demand and collections
significantly, we could lower the ratings. If management completes
its proposed restructuring and planned rate increases, and WAPA
can balance operating expenses with operating revenues and improve
liquidity, we could revise the outlook to stable," S&P said.


WARNER SPRINGS: Seeks Court Approval to Pay Creditors
-----------------------------------------------------
Thor Kamban Biberman at The Daily Transcript reports that the
Warner Springs Ranchowners Association, dba Warner Springs Ranch
Resort, has filed a motion with the bankruptcy court to facilitate
payments to creditors who may not have been paid for months.  The
motion was made after the Company filed its bankruptcy petition.

According to the report, the Company filed for Chapter 11
bankruptcy protection March 1 after an effort to sell it to a
local tribe for $20.5 million collapsed.

The report relates the Company's bucolic property in east San
Diego County, California, comprised of 250 casitas, an 18-hole
golf course, 15 tennis courts, two Olympic-sized swimming pools, a
spa, an equestrian center, an airstrip, two restaurants and
natural hot springs.

The Pala Band of Mission Indians, which wants to buy the property,
appears to be the largest creditor, with $206,832 owed in pre-sale
expenses, the report says.

The report notes creditors John and Lisa Gubler, who once tried to
stop the sale by filing a lawsuit, are owed $70,000, and Travelers
Insurance is owed $47,890.  The resort has been closed since
January, when it was supposed to be sold to the Pala Band.

The report says the sale, which reportedly more than two-thirds of
the ranch association's stakeholders approved, was thwarted by one
of the fractionalized owners -- William Francis, who argued that
selling the property would violate his contract.  Mr. Francis
filed a lawsuit in Superior Court for injunctive relief on Jan. 17
-- the day the escrow was expected to close on the property.

According to the report, David Gee, president of the homeowners
association, said selling the property to the Pala Band "would be
an elegant solution."

The report notes Mr. Francis alleges the Warner Springs board
failed to garner the two-thirds of owners necessary to permit the
sale.  Only 1,200 fractionalized memberships (similar to a
timeshare) out of a possible 2,000 undivided interests (UDIs) have
sold, and 800 of these were themselves half interests that had
been combined to make the necessary total.

Based in Warner Springs, California, Warner Springs Ranchowners
Association dba Warner Springs Ranch filed for Chapter 11
protection on March 1, 2012 (Bankr. S.D. Calif. Case No.
12-03031).  Judge Louise DeCarl Adler presides over the case.
Daniel Silva, Esq., and Jeffrey D. Cawdrey, Esq., at Gordon & Rees
LLP, represent the Debtor.  The Debtor estimated assets of between
$10 million and $50 million, and debts of between $1 million and
$10 million.


WASHINGTON MUTUAL: Files Response to Confirmation Order Objection
-----------------------------------------------------------------
BankruptcyData.com reports that Washington Mutual filed with the
U.S. Bankruptcy Court a response to the motion of George M.
Dodson, Kaye R. Dodson, Mike Peters, Mark Evans, Michael
Rozenfeld, Ganesan Jayaraman, Glenn Gardipee and Florin Matache
(collectively, the PIERS claimants), individual holders of PIERS
claims, for reconsideration of the Court's Feb. 24, 2012 order
confirming the Company's Seventh Amended Joint Plan.

The response asserts, "The Reconsideration Request regurgitates
issues that already have been raised in these Chapter 11 Cases and
dispensed with by the Court, without providing any justification
as to why the Court should reevaluate its prior rulings on these
issues. The Reconsideration Request does not assert that there has
been any intervening change in controlling law. Likewise, the
Reconsideration Request fails to assert that new evidence has
become available. Moreover, the Reconsideration Request fails to
present any clear error of law or any evidence that
reconsideration is necessary to prevent manifest injustice."

As reported in the Troubled Company Reporter on Feb. 20, 2012,
Washington Mutual, Inc. disclosed that Judge Mary Walrath of the
United States Bankruptcy Court for the District of Delaware has
approved its reorganization plan, thus concluding the three and
one-half year-old bankruptcy.  Weil, Gotshal & Manges has
represented WaMu since it first filed for chapter 11 protection in
September 2008.

Under the reorganization plan, WaMu will establish a liquidating
trust to make distributions to parties-in-interest on account of
their allowed claims, which are expected to total more than $7
billion.  In addition, the plan includes significant recoveries
for creditors and distribution of substantially all of the stock
in the reorganized company to current equity holders.  It will
become effective after the court enters a written order reflecting
this ruling and other conditions have been satisfied.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent $232.8
million on bankruptcy professionals since filing its Chapter 11
case in September 2008.


WAVE2WAVE COMMUNICATIONS: Status Conference Set for April 16
------------------------------------------------------------
The Bankruptcy Court has scheduled a Status Conference hearing in
the Chapter 11 case of Wave2Wave Communications, Inc., and its
affiliates for April 16, 2012, at 2:00 p.m. at DHS - Courtroom 3B,
in Newark, New Jersey.

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.
Judge Donald H. Steckroth presides over the case.  Michael D.
Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
serves as the Debtors' counsel.  The petition was signed by Steven
Asman, president and chairman of the Debtors' board.


WAVE2WAVE COMMUNICATIONS: Files 20 Largest Unsec. Creditors' List
-----------------------------------------------------------------
Wave2Wave Communications, Inc., has filed with the Court a list of
creditors holding 20 largest unsecured claims, disclosing:

   Creditor                  Amount of claim
   --------                  ---------------
Verizon                         $2,684,322
Attn: William Cummings
204 Second Avenue
New York, NY 10003

Mintz, Levin, Cohn, Ferris,       $735,111
  Glovsky & Popeo, P.C.
Attn: Ivan Blumenthal
666 Third Avenue
New York, NY 10017

Command Financial Press           $660,398
75 Varick Street
New York, NY 10013

Abovenet                          $360,122
Attn: Billing Department
360 Hamilton Avenue
White Plains, NY 10601

Global Crossing                   $309,000
12010 Sunset Hills Road
Reston, VA 20190

AT & T                            $247,000
Attn: Amy Kriuautkrfaemer
722 N Broadway, Floor 7
Milwaukee, WI 53202

Level 3                           $216,751

Salesforce.com                    $178,500

Fiondella, Milone &               $163,530
  LaSaracina LLP

Verizon Business                  $122,395

Fox Rothschild LLP                $120,031

Sidera Networks (RCN)             $105,147

IPC Westcom                       $104,933

Winncom Technologies Corp.        $100,026

MSNW Continental                   $75,460
  Associates, LLC

Lexent Metro/ Lightower            $64,250

Alteva                             $63,465

Arthur Cox                         $52,431

Transbeam                          $50,622

Blank Rome LLP                     $42,451


WESTERN MOHEGAN: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Western Mohegan Tribe & Nation of New York
        10 Tamarack Road, Route 52
        P.O. Box 309
        Greenfield Park, NY 12435

Bankruptcy Case No.: 12-09292

Chapter 11 Petition Date: March 9, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: William J Factor, Esq.
                  THE LAW OFFICE OF WILLIAM J. FACTOR, LTD
                  1363 Shermer Road, Suite 224
                  Northbrook, IL 60062
                  Tel: (847) 239-7248
                  Fax: (847) 574-8233
                  E-mail: wfactor@wfactorlaw.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 nine largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-09292.pdf

The petition was signed by Ronald A. Roberts, chief.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
BGA LLC                               12-09277            03/09/12


WINTER PARK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Winter Park Station, LLC
        35 Ivy Street
        Denver, CO 80220

Bankruptcy Case No.: 12-14307

Chapter 11 Petition Date: March 9, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Arthur Lindquist-Kleissler, Esq.
                  LINDQUIST-KLEISSLER & COMPANY
                  950 S. Cherry Street, Suite 510
                  Denver, CO 80246
                  Tel: (303) 691-9774
                  Fax: (303) 756-8982
                  E-mail: Arthuralklaw@gmail.com

Scheduled Assets: $4,655,170

Scheduled Liabilities: $2,288,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Bowen Wellington Banbury, manager.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Bowen Wellington Bradbury             09-31477            10/02/09
Lana P. Banbury                       12-10369            01/10/12


WOODBURY DEVELOPMENT: Creditors' Proofs of Claim Due May 4
----------------------------------------------------------
Creditors of Woodbury Development LLC are required to file their
proofs of claim not later than May 4, 2012.  Government Proofs of
Claim are due by July 7, 2012.

Brooklyn-based Woodbury Development, LLC, filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 12-40652)
on Jan. 31, 2012.  The Debtor, a Single Asset Real Estate in 11
U.S.C. Sec. 101 (51B), scheduled $14 million in assets and
$7.4 million in liabilities.  Its sole asset is the Site A of the
Interstate Commerce Center in Woodbury, New York, which is valued
at $14 million.  The property serves as collateral to a
$7.2 million debt to Woodbury R.E. Group LLC.

Judge Jerome Feller presides over the case.  The petition was
signed by Deborah Harfanes, president.


* Inherited IRA is Exempt Asset in Later Bankruptcy
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in New Orleans is the first
circuit court to rule that an inherited individual retirement
account is an exempt asset in bankruptcy.  In Chilton v. Moser (In
re Chilton), 11-40377, U.S. Court of Appeals for the Fifth Circuit
(New Orleans), Circuit Judge Carl E. Stewart concluded that
exempting an inherited IRA is in accord with the "plain meaning"
of the statutes.


* Moody's Updates US Not-for-Profit Healthcare Rating Methodology
-----------------------------------------------------------------
Moody's Investors Service has released an updated methodology for
US not-for-profit healthcare issuers that includes a new scorecard
to enhance the transparency and clarity of its approach to
evaluating the credit quality of hospitals and health systems.
Moody's rates 533 hospitals and health systems with $181 billion
in outstanding debt.

"The scorecard replaces a prior matrix that provided measureable
and descriptive characteristics by broad rating category for each
of five key factors," said Moody's Analyst Daniel Steingart,
author of the report.

Mr. Steingart said the scorecard helps market participants
determine a rating based on audited and other easily sourced data,
as well as non-quantitative factors. Non-quantifiable factors such
as management, governance, debt structure and legal covenants are
explicitly incorporated into the rating. The quantitative factors
include market position, operating performance, and balance sheet
and capital plan.

"The methodology is a reference tool that helps investors,
borrowers, and other interested market participants understand how
key characteristics drive and influence rating outcomes," said Mr.
Steingart. "It also describes the ratios that we generally apply
to hospitals and that are major drivers of hospital ratings."

However, he cautioned, it does not include an exhaustive
discussion of all factors and ratios that might be considered
relevant in determining an individual hospital's unique credit
attributes.

"Moody's analysis considers such sector-specific factors as payer
mix, federal regulatory reform and reimbursement trends" said Mr.
Steingart. "It also covers credit factors that are common across
many public finance sectors, including governance, operating
profitability, and balance sheet strength."

The document replaces a prior methodology for the sector that was
issued by the rating agency in 2008.

The report, "US Not-for-Profit Healthcare Rating Methodology," is
available at moodys.com.


* Moody's Says Calif. Emissions Standards May Hit Local Refiners
----------------------------------------------------------------
California's moves to introduce new standards for reducing
greenhouse gas emissions over the next several years will
disadvantage refiners with operations in the state, says a new
special comment by Moody's Investors Service.

The refining and marketing (R&M) companies Tesoro, Alon USA,
Phillips 66 and Valero are particularly exposed to the gradual
implementation of the new environmental rules through 2020, says
Moody's. California's Global Warming Solutions Act -- also known
as AB 32 -- aims to reduce Californian greenhouse gas emissions to
1990 levels by 2020.

A number of large oil companies, particularly Chevron, also have
significant refinery capacity in California. But the size and
breadth of the integrated energy companies offer some insulation
from the new rules.

"California's increasingly stringent environmental regulations
will challenge refiners over the next decade, increasing operating
costs and negatively impacting refined product demand," said
Gretchen French, Moody's Vice President -- Senior Analyst and
author of the report. "These new rules will reduce cash flow that
could be used for debt repayment or strategic growth and could
discourage refiners from investing in California."

Under AB 32, which became law in 2006, the California Air
Resources Board in 2013 will begin enforcing a statewide cap on
greenhouse gas emissions. A cap-and-trade program and the Low
Carbon Fuel Standard would give California some of the strictest
air-quality and emissions laws in the US, notes Moody's.

While Moody's does not expect the new rules to affect the ratings
for Tesoro, Alon, Phillips 66 or Valero over the near- to medium
term, the new standards could limit credit accretion.

"Well diversified companies with high financial flexibility and
strong liquidity will shoulder the new burdens and weaker demand
most easily," Ms. French said. "Refiners with efficient cost
structures and high distillate yields will retain the greatest
advantage."


* February Commercial Bankruptcy Filings Show Slight Uptick
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the number of
companies seeking bankruptcy protection in February rose slightly
from the prior month, but commercial filings are still tracking
about 16% below the same period last year.


* Junk Bond Defaults Hold Steady in February at 2%
--------------------------------------------------
Moody's Investors Service said in a report the worldwide default
rate on junk-rated debt held steady in February at 2%. In the
U.S., the junk default rate was 2.2%, also unchanged from the
month before.  One year ago, the global default rate was 2.8%,
Moody's said. In the U.S., it was 3.1% a year ago.  There were
only two defaults on rated debt in February, one in the U.S. and
the other in Brazil. With a default rate above 5%, consumer
services was the industry most prone to default. In second place
is advertising, printing and publishing, with a default rate of
more than 4%.  Moody's predicts the global junk default rate will
rise to 2.6% by the year's end.


* Thompson & Knight Adds M. Blumenthal as Partner
-------------------------------------------------
The law firm of Thompson & Knight LLP as added Michael Blumenthal
as a Partner and Vivian Arias and Noam Greenberg as Associates in
the Firm's New York office, where they will serve clients in
complex business transactions and restructuring and bankruptcy
matters.  All three attorneys previously were with Crowell &
Moring LLP in New York.

"Together with the recent additions of Bill O'Connor and Evelyn
Seeler, these moves represent a significant commitment to the
capital markets sector in addition to further enhancing our
ability to serve real estate and financial institutions through
our New York office," says Emily Parker, managing partner for
Thompson & Knight.

In a 35-year legal career, Mr. Blumenthal has represented
institutions, publicly traded companies, and individuals in a
number of high-profile matters involving insolvency and creditors'
rights.  He also brings extensive experience in commercial real
estate, representing corporations and entrepreneurs in the
financial restructuring, and reorganization and acquisitions of
office buildings, shopping centers, and hospitality projects
throughout the country.  Mr. Blumenthal's knowledge extends across
a wide swath of other industries, including the
telecommunications, retail, manufacturing, and information and
technology sectors.

"This is a tremendous opportunity for me and these two outstanding
young attorneys to join mature and thriving real estate
restructuring, capital markets and bankruptcy groups at Thompson &
Knight, and help further establish a major presence for the Firm
on the East Coast," says Mr. Blumenthal.

A member of the New York State Bar Association, American Bar
Association, American Bankruptcy Institute, and the Turnaround
Management Association, Mr. Blumenthal is a regular author and
speaker on bankruptcy and restructuring issues.  He earned his
undergraduate degree with honors from the State University of New
York at Albany before securing his law degree from the University
of Miami School of Law.

Ms. Arias represents financial institutions and special servicers
in creditors' rights litigation, insolvency and bankruptcy
proceedings, as well as loan restructurings and workouts and other
commercial disputes in federal and state courts.  She received her
undergraduate degree from the University of Miami and earned her
law degree from Fordham University School of Law.  She is a member
of the National Hispanic Bar Association, Association for the Bar
of the City of New York, New York State Bar Association, and
American Bankruptcy Institute.

Mr. Greenberg represents clients, including banks, private equity
funds, REITs and special servicers, in all aspects of commercial
real estate and real estate finance, including acquisitions and
dispositions, loan originations, commercial leasing, loan
restructurings, and workouts.  He earned his undergraduate degree
from Yeshiva University before graduating from Columbia University
School of Law.  He is a member of the American Bar Association and
the New York State Bar Association.

                      About Thompson & Knight

Established in 1887, Thompson & Knight is a full-service firm
providing legal solutions to public and private companies,
governments, and individuals in all areas, including real estate,
commercial and tort litigation, finance, banking, securities,
mergers and acquisitions, taxation, intellectual property,
corporate governance, creditors' rights, labor, white collar
defense, and environmental matters, among others. Thompson &
Knight has approximately 330 attorneys with offices in Texas and
New York and international offices and associations in the
Americas, North Africa, and Europe.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Ali Farmand
   Bankr. C.D. Calif. Case No. 12-12069
      Chapter 11 Petition filed March 2, 2012

In re Ruperto Rojas
   Bankr. C.D. Calif. Case No. 12-17702
      Chapter 11 Petition filed March 2, 2012

In re Maureen Millett
   Bankr. N.D. Calif. Case No. 12-30687
      Chapter 11 Petition filed March 2, 2012

In re Donna Crook
   Bankr. N.D. Ga. Case No. 12-10625
      Chapter 11 Petition filed March 2, 2012

In Ray Gunnin
   Bankr. N.D. Ga. Case No. 12-20836
      Chapter 11 Petition filed March 2, 2012

In re Sangria's Cafe, Inc.
        dba Sangria's Mexican Cafe
        aka Sangria's Mexican Cafe, Inc.
        aka Sangria's
        aka Sangria's Mexican Restaurant
        aka Sangria's Cafe
   Bankr. N.D. Ga. Case No. 12-55600
      Chapter 11 Petition filed March 2, 2012
         See http://bankrupt.com/misc/ganb12-55600.pdf
         represented by: Jerry A. Daniels, Esq.
                         Jerry A. Daniels, LLC
                         E-mail: jerry@danielstaylor.com

In re Syed Ali
   Bankr. D. Nev. Case No. 12-12388
      Chapter 11 Petition filed March 2, 2012

In re Jason Curtis Outdoor Services, Inc.
   Bankr. D. N.H. Case No. 12-10691
      Chapter 11 Petition filed March 2, 2012
         See http://bankrupt.com/misc/nhb12-10691.pdf
         represented by: Eleanor Wm Dahar, Esq.
                         E-mail: edahar@att.net

In re North Walnut Associates, LLC
   Bankr. D. N.J. Case No. 12-15403
      Chapter 11 Petition filed March 2, 2012
         See http://bankrupt.com/misc/njb12-15403.pdf
         represented by: Nicholas S. Herron, Esq.
                         Seymour Wasserstrum
                         E-mail: mylawyer7@aol.com

In re John Eagan
   Bankr. W.D. N.C. Case No. 12-30525
      Chapter 11 Petition filed March 2, 2012

In re Filencio Valentin Garay
   Bankr. D. Puerto Rico Case No. 12-01629
      Chapter 11 Petition filed March 2, 2012

In re Concert Management, Ltd.
   Bankr. E.D. Texas Case No. 12-40519
      Chapter 11 Petition filed March 2, 2012
         See http://bankrupt.com/misc/txeb12-40519.pdf
         represented by: Mark A. Weisbart, Esq.
                         The Law Offices of Mark A. Weisbart
                         E-mail: weisbartm@earthlink.net

In re Mountain Edge LLC
   Bankr. D. N.M. Case No. 12-10835
      Chapter 11 Petition filed March 3, 2012
         See http://bankrupt.com/misc/nmb12-10835.pdf
         represented by: Charles E. Hawthorne, Esq.
                         E-mail: chuck@charlesehawthorne.com

In re Hale Moku LLC
    Bankr. C.D. Calif. Case No. 12-18574
      Chapter 11 Petition filed March 9, 2012
         Filed pro se



                            *********

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, Ivy B. Magdadaro, 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-
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***