TCR_Public/120320.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 20, 2012, Vol. 16, No. 79

                            Headlines

3705-3715 N: Case Summary & 5 Largest Unsecured Creditors
A. HIRSCH: Voluntary Chapter 11 Case Summary
ALLY FINANCIAL: Disagrees with Federal Reserve's Recent CCAR
ALLY FINANCIAL: Settles Mortgage Servicing Laws Violations
ALON ENERGY: Moody's Affirms 'B2' CFR, Rates New Term Loan 'B2'

ALTER COMMUNICATIONS: Judge Alquist Appoints Chapter 11 Trustee
AMEREN CORPORATION: Moody's Issues Summary Credit Opinion
AMERICA'S SUPPLIERS: Ekks Out Small Profit in 2011
AMERICAN AIRLINES: Haynes and Boone Okayed as Conflicts Counsel
AMERICAN AIRLINES: Wins OK for Duff as Property Tax Advisor

AMERICAN AIRLINES: Committee Wins Approval for Mesirow as Advisor
AMERICAN AIRLINES: Panel Has Nod for Moelis as Investment Banker
AMTS AIRCRAFT: Case Summary & 20 Largest Unsecured Creditors
ATN FULTON: Voluntary Chapter 11 Case Summary
APEX INVESTMENT: Case Summary & Largest Unsecured Creditor

BC FUNDING: Credit Card Lender Files Chapter 11
BEATRICE BAKERY: Emerges From Chapter 11 Protection
BERNARD L. MADOFF: Mets Owners Settle for $162 Million
BLACK BUCKET: Voluntary Chapter 11 Case Summary
BROADCAST INT'L: Has $6.95 Million Private Placement

BROADSTRIPE CAPITAL: Bid to Convert Case Ch. 7 Liquidation Okayed
BUFFETS INC: Court Sets April 24 as Claims Bar Date
BUFFETS INC: Court Okays Deloitte & Touche as Auditor
BUFFETS INC: Court OKs FTI as Committee's Fin'l Advisor
BUFFETS INC: Committee Can Retain Otterbourg as Lead Co-Counsel

BUFFETS INC: Court OKs Pachulski Stang as Co-Counsel for Committee
CANADIAN PROPERTIES: Voluntary Chapter 11 Case Summary
CARDEN WEST: Makes $150,000 Rent Payment to Landlords
CAUCEDO INVESTMENTS: S&P Withdraws 'BB-' Ratings at Co. Request
CCR SHEET: Case Summary & 21 Largest Unsecured Creditors

CDC CORP: No Competing Bids for Chinadotcom; Auction Cancelled
CDC CORP: Taps Maples and Calder as Corporate Cayman Counsel
CHEMBULK NEW YORK: Chapter 15 Case Summary
CHRIST HOSPITAL: Court OKs Logan & Co. as Claims & Noticing Agent
CHRIST HOSPITAL: Wins Permission to Hire Special Counsel

CHRIST HOSPITAL: Court OKs Porzio as Bankruptcy Counsel
CHRIST HOSPITAL: Court OKs SAK as Medical Operations Advisor
CHRIST HOSPITAL: Creditors Group Can Hire Sills Cummis as Counsel
CHRIST HOSPITAL: Files Schedules of Assets and Liabilities
CIRCLE ENTERTAINMENT: Borrows $600,000 from Directors, et al.

CHINA TEL GROUP: Excess of 5% of Outstanding Shares Sold
CIRCLE STAR: Enters Into $5MM Leasehold Purchase Pact with Wevco
CITY OF WOONSOCKET: Moody's Reviews Ba2 G.O. Tax Rating
CLARE AT WATER TOWER: Files Chapter 11 Reorganization Plan
CLEARWIRE CORP: Sprint Files Amendment No. 10 to Schedule 13D

CLIFFS CLUB: Taps McKenna Long as Chapter 11 Counsel
CLIFFS CLUB: Hires Dana Wilkinson as Local Counsel
CLIFFS CLUB: Cherry to Step Down as CEO, Work as Contractor
CORRECTIONS CORP: S&P Affirms 'BB' Corporate Credit Rating
CYBERDEFENDER CORP: Common Stock Delisted from NASDAQ

DAYBREAK OIL: Eliminates SVP, Exploration Position
DELTA PETROLEUM: Wants to Amend Bid Procedures
DEX ONE: Franklin Resources Discloses 27.4% Equity Stake
DEX ONE: To Utilize $76 Million to Repurchase Bank Debt
DEX ONE: S&P Cuts Corp. Credit Rating to 'CC'; Outlook Negative

DLH MASTER: Blaming Lawyer Didn't Save Late-Filed Proof of Claim
DREAM TREE: Voluntary Chapter 11 Case Summary
EDUCATION MANAGEMENT: Moody's Assigns 'B2' Rating to Term Loan
ENERGY CONVERSION: Court Approves Solar Business Sale Procedures
EQUITABLE LIFE: A.M. Best Affirms FSR of 'B'; Outlook Stable

ESSEX PROPERTY: Fitch Currently Rates Preferred Stock 'BB+'
ESTERLINE TECH: Moody's Raises CFR to 'Ba1'; Outlook Stable
F & M FARMS: Voluntary Chapter 11 Case Summary
FHC HEALTH: S&P Affirms 'B' Counterparty Credit Rating
FINIS INVESTMENTS: Voluntary Chapter 11 Case Summary

FORD MOTOR: S&P Keeps 'BB+' Corp. Credit Rating; Outlook Stable
G & G QUALITY: Case Summary & 20 Largest Unsecured Creditors
GENESIS AGGREGATE: Case Summary & 20 Largest Unsecured Creditors
GLOBAL PROTECTION: Meeting to Form Creditors Committee March 29
GREDE HOLDINGS: Moody's Assigns 'B1' Corporate Family Rating

GUNDLE/SLT ENVIRONMENTAL: S&P Raises Corp. Credit Rating to 'B'
HARDAGE HOTELS I: Taps Haynes and Boone as Chapter 11 Counsel
HARDAGE HOTELS I: Hires Transitional Finance Partners as Advisor
HARDAGE HOTELS I: Sec. 341 Creditors' Meeting Set for April 12
HARRON COMMUNICATIONS: Moody's Affirms 'B2' Corp. Family Rating

HIAR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
HLP GROUP: Case Summary & 14 Largest Unsecured Creditors
HOSTESS BRANDS: Formally Authorized to Hire Rayburn as CEO
INDIANAPOLIS DOWNS: Has One-Year Extension on Loan
INFOR GLOBAL: Moody's Assigns 'Caa1' Rating to Sr. Unsec. Notes

JASPER ENTERPRISES: Wants to Hire Realtors to Sell Real Estate
JDA SOFTWARE: Moody's Affirms 'B1' CFR; Outlook Negative
JEFFERSON NATIONAL: A.M. Best Upgrades FSR From 'B'
J.H.M. DEVELOPERS: Voluntary Chapter 11 Case Summary
JER/JAMESON: Lender Wants $80 Million From Buyer of Jameson Inns

JM YUMMY: Voluntary Chapter 11 Case Summary
JONES COUNTY: S&P Withdraws 'D' Series 2009 Revenue Bonds Rating
KENOSHA ASSOCIATES: Files for Chapter 11 Bankruptcy Protection
KRATON PERFORMANCE: S&P Affirms 'BB-' Corporate Credit Rating
L & B CARTAGE: Case Summary & 20 Largest Unsecured Creditors

LAS VEGAS BILLBOARDS: Files for Chapter 11 Bankruptcy Protection
LIFE INSURANCE: A.M. Best Upgrades FSR From 'B'; Outlook Stable
LPATH INC: Incurs $3.1 Million Net Loss in Full Year 2011
LSP ENERGY: Seeks Approval of Bid Protocol at March 23 Hearing
LSP ENERGY: Hiring Baker & McKenzie as Corporate Counsel

LSP ENERGY: Has Court OK to Hire Epiq as Claims Agent
LSP ENERGY: Sec. 341(a) Creditors' Meeting Today
MACCO PROPERTIES: Judge Rejects Bid to Repurchase Apartments
MEDICAL ALARM: Cancels Planned Merger with First Fitness
MENDELSOHN CONSTRUCTION: Case Summary & 6 Largest Unsec Creditors

MERIDIAN SHOPPING: Gets Court OK to Substitute Counsel
MGM RESORTS: S&P Holds 'B-' Corp. Credit Rating; Outlook Positive
MMRGLOBAL INC: Currently Seeking Other Financing Arrangements
NEUROLOGIX INC: Files for Chapter 7 Protection
NEXTWAVE WIRELESS: Debt Woes Could Force Bankruptcy Filing

NORTHCORE TECHNOLOGIES: To Acquire a Software Development Firm
PACIFIC GOLD: Faces Complaint in New Jersey Over Warrant Issued
PAGOSA PARTNERS: Voluntary Chapter 11 Case Summary
PICKWICK PINES: Voluntary Chapter 11 Case Summary
PLUM & IDAHO: Case Summary & 5 Largest Unsecured Creditors

PONCE TRUST: Receiver, Not Debtor, Can Use Cash Collateral
PONCE TRUST: Sec. 341(a) Creditors' Meeting Tomorrow
PRA INTERNATIONAL: S&P Affirms 'B+' Corporate Credit Rating
PROMETRIC INC: S&P Raises Corporate Credit Rating to 'BB+'
RADLAX GATEWAY: Supreme Court to Hear Credit Bid Case on April 23

REAL AMERICA: Case Summary & 15 Largest Unsecured Creditors
REGIONS FINANCIAL: S&P Raises Issuer Credit Ratings From 'BB+/B'
RESIDENTIAL CAPITAL: May File for Ch. 11, Expects Fortress Buyout
RESTAURANT TIERRA: Case Summary & 14 Largest Unsecured Creditors
RIDGE PARTNERS: Case Summary & 20 Largest Unsecured Creditors

RIVERBANK REDEVELOPMENT: S&P Cuts Tax Allocation Bonds Rating 'CC'
SAFENET INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
SELECT TREE: Sec. 341 Creditors' Meeting Set for April 6
SELECT TREE: Final Cash Collateral Hearing on March 26
SOUTHERN SKY: Voluntary Chapter 11 Case Summary

SOUTHERN UNION: Fitch Holds Junior Subordinated Rating at 'BB'
SOUTHTOWNE MANAGEMENT: Case Summary & Creditors List
SPARTA COMMERCIAL: Delays Form 10-Q for Jan. 31 Quarter
SPECTRUM BRANDS: Fitch Rates $300MM Senior Unsecured Notes 'BB-'
SPECTRUM BRANDS: S&P Rates $275MM Senior Unsecured Notes 'B-'

SUSQUEHANNA BANCSHARES: Moody's Issues Summary Credit Opinion
TALON THERAPEUTICS: James Flynn Discloses 44.2% Equity Stake
TAVOR HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
TELVUE CORP: Stockholders OK Cancellation of Class A Pref. Stock
TITTERINGTON VETERINARY: Voluntary Chapter 11 Case Summary

T-L BRYWOOD: Hearing Today on Bid to Use PrivateBank Cash
T-L BRYWOOD: Sec. 341 Creditors' Meeting Set for April 26
TOWN OF HARRISON: Moody's Reviews 'Ba3' G.O. Bond Rating
TRAILER BRIDGE: Files Second Amended Chapter 11 Plan
TRAINOR GLASS: Sec. 341 Creditors' Meeting Set for April 24

TRIDENT MICROSYSTEMS: Seeks Approval to Sell TV Business
TUMBLE BROOK: Case Summary & 20 Largest Unsecured Creditors
UNITED RETAIL: Committee Gets Nod to Hire CBIZ as Fin'l Advisor
UNITED RETAIL: Committee Has Court OK to Hire Cooley as Counsel
VISUALANT INC: Has $1.2 Million Securities Agreement with Gemini

WAVE SYSTEMS: Delays 2011 Form 10-K Due to Accounting Errors
WINTDOTS DEVELOPMENT: Sec. 341 Creditors' Meeting Set for April 12
WMG HOLDINGS: Moody's Corrects CFR & PDR to 'B1' From WR
WPCS INTERNATIONAL: Incurs $10.3-Mil. Net Loss in Jan. 31 Qtr.

* Dodd-Frank Lifts Preemption on State Consumer Laws
* Personal Injury Suit Not in 'Disposable Income' Test

* Swaps Industry Debates Bankruptcy Code Fix to Protect Customers

* Large Companies With Insolvent Balance Sheets

                         *********

3705-3715 N: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 3705-3715 N US Highway 17, LLC
          aka 3705-3715 N US Hwy 17, LLC
        3705-3715 N. US Hwy 17
        Deland, FL 32720

Bankruptcy Case No.: 12-03274

Chapter 11 Petition Date: March 14, 2012

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

Debtor's Counsel: David R. McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.com

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

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

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-03274.pdf

The petition was signed by Barbara Tennent, managing member.


A. HIRSCH: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: A. Hirsch Realty, LLC, a Massachusetts Corporation
        1613 Blue Hill Avenue
        Suite 201
        Mattapan, MA 02126

Bankruptcy Case No.: 12-12092

Chapter 11 Petition Date: March 14, 2012

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

Judge: William C. Hillman

Debtor's Counsel: Herbert Weinberg, Esq.
                  ROSENBERG & WEINBERG,
                  805 Turnpike St., Suite 201
                  North Andover, MA 01845
                  Tel: (978) 683-2479
                  Fax: (978) 682-3041
                  E-mail: hweinberg@jrhwlaw.com

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

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

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

The petition was signed by Andrew Sherman, manager.


ALLY FINANCIAL: Disagrees with Federal Reserve's Recent CCAR
------------------------------------------------------------
Ally Financial supports the premise of conducting continuous
comprehensive reviews to ensure capital adequacy of financial
institutions under a variety of scenarios; however, assumptions in
the Federal Reserve's most recent Comprehensive Capital Analysis
and Review are inconsistent with the company's view in three key
areas.

   * The analysis dramatically overstates potential contingent
     mortgage risk, especially with respect to newer vintages of
     loans.

   * It does not reflect management's track record or commitment
     to address the legacy contingent mortgage risks.

   * It does not adequately contemplate contingent capital that
     already exists within Ally's capital structure that could be
     available at the Federal Reserve's discretion in the event
     there was concern about Ally's capital adequacy.

Ally continues to have ongoing constructive discussions with its
regulators surrounding these matters, and the company will submit
a revised capital plan in the near future.  Further, the Federal
Reserve has not objected to the ongoing payments of preferred
dividends and interest on the trust preferred securities and
subordinated debt.

Ally continues to be committed to supporting the U.S. auto
industry and executing plans to repay the U.S. taxpayer.

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally has tapped Goldman Sachs Group Inc. and Citigroup Inc. to
advise on a range of issues, including strategic alternatives for
the mortgage business and repayment of taxpayer funds.

Ally's balance sheet at Sept. 30, 2011, showed $181.95 billion
in total assets, $162.22 billion in total liabilities and
$19.73 billion in total equity.

                              ResCap

According to the Form 10-Q for the quarter ended Sept. 30, 2011,
although Ally's continued actions through various funding and
capital initiatives demonstrate support for ResCap, there can be
no assurances for future capital support.  Consequently, there
remains substantial doubt about ResCap's ability to continue as a
going concern.  Should Ally no longer continue to support the
capital or liquidity needs of ResCap or should ResCap be unable to
successfully execute other initiatives, it would have a material
adverse effect on ResCap's business, results of operations, and
financial position.

Ally said it has extensive financing and hedging arrangements with
ResCap that could be at risk of nonpayment if ResCap were to file
for bankruptcy.  At Sept. 30, 2011, Ally had $1.9 billion in
secured financing arrangements with ResCap of which $1.2 billion
in loans was utilized.  At Sept. 30, 2011, the hedging
arrangements were fully collateralized.  Amounts outstanding under
the secured financing and hedging arrangements fluctuate.  If
ResCap were to file for bankruptcy, ResCap's repayments of its
financing facilities, including those with Ally, could be slower.
In addition, Ally could be an unsecured creditor of ResCap to the
extent that the proceeds from the sale of Ally's collateral are
insufficient to repay ResCap's obligations to the Company.  It is
possible that other ResCap creditors would seek to recharacterize
Ally's loans to ResCap as equity contributions or to seek
equitable subordination of Ally's claims so that the claims of
other creditors would have priority over Ally's claims.

Ally also said that, should ResCap file for bankruptcy, Ally's
$331 million investment related to ResCap's equity position would
likely be reduced to zero.  If a ResCap bankruptcy were to occur
and a substantial amount of Ally's credit exposure is not repaid
to the Company, it could have an adverse impact on Ally's near-
term net income and capital position, but Ally does not believe it
would have a materially adverse impact on Ally's consolidated
financial position over the longer term.

                         *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.

The downgrade primarily reflects deteriorating operating trends in
ResCap, which has continued to be a drag on Ally's consolidated
credit profile, as well as exposure to contingent mortgage-related
rep and warranty and litigation issues tied to ResCap, which could
potentially impact Ally's capital and liquidity levels.


ALLY FINANCIAL: Settles Mortgage Servicing Laws Violations
----------------------------------------------------------
Ally Financial Inc., on Feb. 9, 2012, reached an agreement in
principle with respect to investigations into procedures followed
by mortgage servicing companies and banks in connection with
mortgage origination and servicing activities and foreclosure home
sales and evictions.  On March 12, 2012, the Settlement was filed
as a consent judgment in the U.S. District Court for the District
of Columbia.

The Settlement requires a payment by Residential Capital, LLC, one
of the Company's mortgage subsidiaries, of approximately $110
million to a trustee, who will then distribute these funds to
federal and state governments.  In addition, the Company is
obligated to provide $200 million towards borrower relief, subject
to possible upward adjustment.  This obligation for borrower
relief will include loan modifications, including principal
reductions, rate modifications, and refinancing for borrowers that
meet certain requirements, and participation in certain other
programs.  Generally, if certain basic criteria are met, borrowers
that are either delinquent or at imminent risk of default and owe
more on their mortgages than their homes are worth could be
eligible for principal reductions, and borrowers that are current
on their mortgages but who owe more on their mortgage than their
homes are worth could be eligible for refinancing opportunities.
Further, the Company has agreed to solicit all borrowers that are
eligible for rate and principal modifications as of March 1, 2012.
The Company is committed to provide loan modifications to all
borrowers who accept a modification offer within three months of
the solicitation.  The Company has also agreed to provide loan
modifications to borrowers who accept a modification offer within
six months of the solicitation, unless and until total borrower
relief provided exceeds $250 million.

The Settlement provides incentives for borrower relief that is
provided within the first twelve months, and all obligations must
be met within three years from the date the consent judgment is
filed.  In addition, the Company will be required to implement new
servicing standards relating to matters such as foreclosure and
bankruptcy information and documentation, oversight, loss
mitigation, limitations on fees, and related procedural matters.
Compliance with these obligations will be overseen by an
independent monitor, who will have authority to impose additional
penalties and fines if the Company fails to meet established
timelines or fail to implement required servicing standards.

The Settlement generally resolves potential claims arising out of
origination and servicing activities and foreclosure matters,
subject to certain exceptions.  The Settlement does not prevent
state and federal authorities from pursuing criminal enforcement
actions, securities-related claims (including actions related to
securitization activities and Mortgage Electronic Registration
Systems, or MERS), loan origination claims, certain claims brought
by the Federal Deposit Insurance Corporation and the Government-
sponsored Enterprises, and certain other matters. The Settlement
also does not prevent claims that may be brought by individual
borrowers.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally has tapped Goldman Sachs Group Inc. and Citigroup Inc. to
advise on a range of issues, including strategic alternatives for
the mortgage business and repayment of taxpayer funds.

Ally's balance sheet at Sept. 30, 2011, showed $181.95 billion
in total assets, $162.22 billion in total liabilities and
$19.73 billion in total equity.

                              ResCap

According to the Form 10-Q for the quarter ended Sept. 30, 2011,
although Ally's continued actions through various funding and
capital initiatives demonstrate support for ResCap, there can be
no assurances for future capital support.  Consequently, there
remains substantial doubt about ResCap's ability to continue as a
going concern.  Should Ally no longer continue to support the
capital or liquidity needs of ResCap or should ResCap be unable to
successfully execute other initiatives, it would have a material
adverse effect on ResCap's business, results of operations, and
financial position.

Ally said it has extensive financing and hedging arrangements with
ResCap that could be at risk of nonpayment if ResCap were to file
for bankruptcy.  At Sept. 30, 2011, Ally had $1.9 billion in
secured financing arrangements with ResCap of which $1.2 billion
in loans was utilized.  At Sept. 30, 2011, the hedging
arrangements were fully collateralized.  Amounts outstanding under
the secured financing and hedging arrangements fluctuate.  If
ResCap were to file for bankruptcy, ResCap's repayments of its
financing facilities, including those with Ally, could be slower.
In addition, Ally could be an unsecured creditor of ResCap to the
extent that the proceeds from the sale of Ally's collateral are
insufficient to repay ResCap's obligations to the Company.  It is
possible that other ResCap creditors would seek to recharacterize
Ally's loans to ResCap as equity contributions or to seek
equitable subordination of Ally's claims so that the claims of
other creditors would have priority over Ally's claims.

Ally also said that, should ResCap file for bankruptcy, Ally's
$331 million investment related to ResCap's equity position would
likely be reduced to zero.  If a ResCap bankruptcy were to occur
and a substantial amount of Ally's credit exposure is not repaid
to the Company, it could have an adverse impact on Ally's near-
term net income and capital position, but Ally does not believe it
would have a materially adverse impact on Ally's consolidated
financial position over the longer term.

                         *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.

The downgrade primarily reflects deteriorating operating trends in
ResCap, which has continued to be a drag on Ally's consolidated
credit profile, as well as exposure to contingent mortgage-related
rep and warranty and litigation issues tied to ResCap, which could
potentially impact Ally's capital and liquidity levels.


ALON ENERGY: Moody's Affirms 'B2' CFR, Rates New Term Loan 'B2'
---------------------------------------------------------------
Moody's Investors Service affirmed Alon Energy USA, Inc.'s (ALJ)
Corporate Family Rating (CFR) of B2 and assigned a B2 rating to
ALJ's proposed offering of a $700 million of senior secured Term
Loan due 2018. The rating outlook is stable. On close of this
transaction and the anticipated retirement of the Alon Refining
Krotz Springs, Inc. (KS) Notes, KS' CFR and secured note rating
will be withdrawn.

RATINGS RATIONALE

"ALJ had a good 2011 from a cash flow generation standpoint but
the results were highly skewed. Big Spring and Retailing performed
well; California, Krotz Springs and the Asphalt segments performed
poorly," said Harry Schroeder, Moody's Vice President. "The asset
portfolio provides operational diversity, however, cash flow
generating diversity and sustainability from those assets needs to
be demonstrated as well as deleveraging."

ALJ's Corporate Family Rating (CFR) of B2 incorporates the result
of a simplified capital structure with the extinguishment of the
KS secured notes and ALJ's secured term loan that is replaced by a
single $700 million secured term loan, a 50% sweep (contractually
effecting a mechanism to reduce absolute levels of debt) and the
property, plant and equipment of all three refineries and the
asphalt terminals supporting ALJ's debt, the geographic diversity
of the refineries and the stable retail operations. It also
incorporates the high volatility and low level of cash flow in
relation to its debt and reliance on the mid-continent market, the
supply and off-take agreements that understate core working
capital and financing requirements, the unrestricted nature of the
retailing operation and significant reliance on asphalt for
profitability in the California market.

Moody's has assigned a stable outlook. While concrete favorable
operating trends at Big Spring and Retail are laudable, Moody's
wishes to see concrete results that demonstrate cash flow
diversity and sustainability has taken root.

To achieve a rating upgrade ALJ must demonstrate both sustained
positive and balanced profitability levels in the Krotz Springs
and California segments and continued debt reduction to the $850
million range, including Moody's standard adjustments. It also
assumes continued EBITDA greater than $35 million in the Retailing
segment and a meaningful positive contribution from the Asphalt
segment.

A downgrade could occur if debt is not reduced in an expeditious
and meaningful fashion. Moody's views the prospects for debt
reduction and management intent to do so as reasonable and with
limited required calls on cash flow a reduction to the $1.1
billion level by 12/31/ 2012 and $950 million level by 12/31/2013,
including Moody's standard adjustments, are realistic benchmarks.
This assumes no material erosion in mid-continent refining
economics that would cripple ALJ's ability to generate sufficient
cash flow to reasonably meet these targets.

Moody's has assigned a Speculative Grade Liquidity Rating (SLG) of
3 to ALJ. ALJ's liquidity profile is expected to be sufficient to
cover cash needs through mid-2013. At December 31, 2011, ALJ had
$157 million in cash and a $240 million revolving credit facility
(with $5 million available) at Alon USA LP expiring in 2016. These
sources, in combination with the expected performance of Big
Spring and Retailing and the expected return to profitability of
Krotz Springs should fund anticipated maintenance and turnaround
capital expenditures and a meaningful reduction in debt. ALJ has
also executed supply and off-take agreements with J. Aron for all
their refineries. Moody's believes there is little concern these
agreements will be canceled by either party in the near term but
if they were, substantial inventory would need to be financed by
ALJ, in a reasonably short and likely unpropitious time. This
arrangement implies that traditional sources of capital such as
bank revolving credit facilities and trade credit would be readily
available to finance the core assets as they move back on balance
sheet. ALJ's SGL-3 Speculative Grade Liquidity Rating reflects an
adequate liquidity position, largely from accumulated cash on the
balance sheet and projected 2012 cash flow. After the issuance of
this term loan, it will have availability under its revolving
credit facility of about $30 million building to an estimated
$150-$175 million by 12/31/2012.

The new Notes are rated B2 equal to its CFR. The B2 senior term
loan rating reflects both the overall probability of default
rating (PDR) of B2 and a loss given default of LGD4 - 52% in
accordance with Moody's Loss Given Default (LGD) Methodology.

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

Alon Energy USA, Inc., is headquartered in Dallas, Texas and is
engaged in the refining and marketing of petroleum products and
asphalt and retail distribution.


ALTER COMMUNICATIONS: Judge Alquist Appoints Chapter 11 Trustee
---------------------------------------------------------------
Lorraine Mirabella at The Baltimore Sun reports that a trustee
will run Alter Communications Inc., U.S. Bankruptcy Court Judge
Nancy V. Alquist ordered on March 16 after determining the company
had exhausted all avenues to reorganize under Chapter 11.

According to the report, Judge Alquist rejected an 11th-hour bid
that Alter and its attorneys said could prevent the 93-year-old
Jewish Times publisher from folding as soon as next week.

The report relates that, under Alter's proposal presented in court
Friday, Washington Jewish Week publisher WJW Group LLC was
prepared to make a formal offer for Alter's assets by March 19 and
close the deal by March 21 in time to allow the weekly magazine to
publish Friday.

According to the report, H.G. Roebuck & Son Inc., Alter's key
creditor and former printer, had asked the court to appoint a
trustee, arguing that failure on the part of all parties to agree
to a reorganization plan by a March 16 morning deadline and
Alter's precarious financial position after losses in recent
months left no other option.

The report says Judge Alquist chastised the company for the
failure to agree within its own ranks on a reorganization plan.
The company withdrew its plan despite the support of an investor.

The report relates that the companies have been in a dispute over
a reorganization plan since then.  The bankruptcy judge last fall
ordered the companies to file a joint plan and extended the
deadline.  But no agreement was reached.  Instead, Alter filed its
own plan in December, which included a $600,000 infusion from an
investor group headed by Dr. Scott Rifkin, a Baltimore physician,
in exchange for an 80% stake.  Roebuck filed a separate plan, with
WJW Group as the major investor, in February.

The report notes attorneys for both sides told the judge that
neither of those plans ended up being viable.

The report relates WJW Group pulled out of the plan with Roebuck
after spending six hours reviewing Alter's books on March 15.
WJW then decided it would be prepared to purchase the assets for
at least $400,000, the amount owed to lender Wells Fargo.

According to the report, Maria Ellena Chavez-Ruark, an attorney
for Alter, said Alter decided not to go ahead with its own plan
with Mr. Rifkin because members of Alter's board of directors and
shareholders disagreed about the direction.  Ultimately, she said,
all board members and shareholders united behind the plan to sell
to WJW, she said.

The WJW option would give employees the guarantee that "if they
show up on Monday, they will be paid," the report quotes Ronnie
Buerger as saying.  When asked by an attorney during testimony
about the consequences if they stopped publishing, he said: "The
company would shut down and lose all its value. The only value it
has is the operation."

The report relates Mr. Buerger said the company has about $124,000
in the bank, including a $100,000 loan to cover urgent expenses
from Alter's co-publisher Ronnie Buerger, which Alquist approved
Tuesday.  Alter needs to pay $80,000 in payroll as well as
printing and postage costs each week.  David S. Musgrave, an
attorney representing Mr. Buerger, pleaded with the judge to hold
off on appointing a trustee to give the company time to work out
the deal with WJW or entertain other bidders.

The report notes Craig Burke, publisher of WJW Group, said during
the hearing that the company was prepared to submit an offer for
Alter's assets by March 16 and has the funds available.  He said
he had discussions with the Buergers in which the family would
retain a 12% to 20% stake in the company.

The report adds Edmund A. Goldberg, a lawyer with the Office of
the U.S. Trustee, who has been monitoring the negotiations, said a
case trustee could be appointed quickly and could potentially
oversee a sale of the company.

                    About Alter Communications

Based in Baltimore, Maryland, Alter Communications publishes the
Baltimore Jewish Times.  Other publications include the magazine
Style, with 90,000 circulation, and Chesapeake Life, with a
circulation of 57,000.

Alter Communications filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 10-18241) on April 14, 2010, after losing a $362,000
judgment to the printer, H.G. Roebuck & Son Inc.  Alan M. Grochal,
Esq., and Maria Ellena Chavez-Ruark, Esq., at Tydings and
Rosenberg, in Baltimore, serve as the Debtor's bankruptcy counsel.
The Debtor estimated assets and debts between $1 million and
$10 million in its Chapter 11 petition.

In December 2010, the Bankruptcy Court approved Alter's Chapter 11
exit plan.  Roebuck appealed, saying the plan wasn't filed in good
faith and that it "discriminates unfairly."

In June 2011, the U.S. District Judge Court in Maryland set aside
the confirmation order.  Because Roebuck said it would pay more
for the new stock, the District Court reversed and sent the case
back to the bankruptcy court with instructions to allow the filing
of competing plans.


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

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

Senior Unsecured domestic currency ratings of Baa3

LT Issuer Rating ratings of Baa3

Senior Unsec. Shelf domestic currency ratings of (P)Baa3

Subordinate Shelf domestic currency ratings of (P)Ba1

Pref. Shelf domestic currency ratings of (P)Ba1

Commercial Paper domestic currency ratings of P-3

Central Illinois Light Company

BACKED Senior Secured domestic currency ratings of Baa1, on review
for possible upgrade

Ameren Illinois Company

First Mortgage Bonds domestic currency ratings of Baa1, on review
for possible upgrade

Senior Secured domestic currency ratings of Baa1, on review for
possible upgrade

LT Issuer Rating ratings of Baa3, on review for possible upgrade

Pref. Stock ratings of Ba2, on review for possible upgrade

Pref. Stock domestic currency ratings of Ba2, on review for
possible upgrade

Commercial Paper domestic currency ratings of P-3

BACKED Senior Secured domestic currency ratings of Baa1, on review
for possible upgrade

BACKED Senior Unsecured Bank Credit Facility domestic currency
ratings of Baa3, on review for possible upgrade

BACKED Pref. Stock domestic currency ratings of Ba2, on review for
possible upgrade

Illinois Power Company

BACKED Senior Secured domestic currency ratings of Baa1, on review
for possible upgrade

BACKED Pref. Stock domestic currency ratings of Ba2, on review for
possible upgrade

Union Electric Company

First Mortgage Bonds domestic currency ratings of A3

Senior Secured domestic currency ratings of A3

LT Issuer Rating ratings of Baa2

Pref. Stock domestic currency ratings of Ba1

Commercial Paper domestic currency ratings of P-3

BACKED Senior Secured domestic currency ratings of A3

BACKED Senior Unsecured Bank Credit Facility domestic currency
ratings of Baa3

Ameren Energy Generating Company

Senior Unsecured domestic currency ratings of Ba2

BACKED Senior Unsecured Bank Credit Facility domestic currency
ratings of Ba2

Ameren Capital Trust I

BACKED Pref. Shelf domestic currency ratings of (P)Ba1

Ameren Capital Trust II

BACKED Pref. Shelf domestic currency ratings of (P)Ba1

RATINGS RATIONALE

Ameren's rating reflects below average regulatory frameworks in
both Missouri and Illinois; an underperforming merchant generation
segment; exposure to EPA mandated environmental compliance
requirements; and stable consolidated financial metrics that are
adequate for its current Baa3 rating. Ameren's rating also
reflects its position as a parent holding company and considers
the company's diversification with regulated utilities operating
in two states along with two unregulated generating subsidiaries,
as well as the modest $425 million of long-term debt at the parent
company level.

- Below average regulatory frameworks in both Missouri and
Illinois

Both of Ameren's regulated utilities operate in what Moody's
considers to be below average regulatory frameworks, resulting in
significant regulatory lag, preventing both Union Electric and
Ameren Illinois from earning their allowed returns on equity. In
Missouri, factors contributing to this assessment include lengthy
11 month base rate case timelines; the lack of interim rate
relief; the use of historical test years; and less than full
recovery of fuel costs in rates. Union Electric's most recent rate
case outcome, in July 2011, was more supportive of credit quality
than some previous rate cases, however, with the Missouri Public
Service Commission (MPSC) approving a $173 million rate increase
based on a 10.2% return on equity, including $52 million related
to higher fuel costs than had been authorized in its last rate
order. This outcome compared to an amended company request of $211
million. The order also approved the continued use of certain cost
trackers, including vegetation management, infrastructure, and
pension and post retirement benefits. Union Electric was denied
recovery of $89 million costs related to enhancements to its Taum
Sauk pumped storage facility in excess of those covered by
insurance.

- Low power prices negatively affecting merchant generation
margins

On February 29, 2012 the rating of Ameren Genco was downgraded to
Ba2 (senior unsecured) from Ba1 and assigned a negative rating
outlook as a result of declining cash flow coverage metrics, low
power prices that are weighing heavily on margins, and the
company's vulnerability to higher environmental spending
requirements. Ameren Genco is one of two unregulated generating
subsidiaries of Ameren, along with AERG, which is unrated. The
company's margins have been constrained by a combination of low
power prices and weak economic conditions in the Midwest, reducing
overall demand for power. Moody's believes that the prospect for
substantial near-term improvement in the company's margins are
limited given the current outlook for natural gas prices, power
prices, and regional economic conditions.

- Exposure to new EPA environmental compliance mandates in both
its Missouri regulated and its merchant generation business

In 2010, Ameren generated 85% of its electricity from coal, making
it one of the more vulnerable utility systems to additional costs
associated with EPA mandated environmental compliance regulations
at both its Missouri regulated utility and at both of its merchant
generation subsidiaries. The company is likely to incur
significant costs to comply with regulations curbing emissions
from its coal plants, some of which may ultimately be retired.
Union Electric recently entered into a contract for the purchase
of 91 million tons of ultra-low sulfur coal that will allow the
company to avoid some environmental expenditures by 2014 and delay
the installation of additional scrubbers until after 2017. Union
Electric's current rating and stable outlook incorporates Moody's
expectation that the company will be able to recover its
environmental compliance expenditures in rates, although there
could be delays, adding to regulatory lag.

However, Ameren's merchant generating subsidiaries will need to
recover such expenditures in their unregulated rates and, in
contrast to some of its generating company peers, the company's
merchant generation fleet is only partially scrubbed.

- Stable consolidated cash flow coverage metrics and low parent
company debt are supportive of its current rating

Ameren's consolidated cash flow coverage metrics have been stable
over the last two years after improving in 2009 following a
dividend cut and after several rate increases at its regulated
utilities. It also has a comparatively low $425 million of long-
term debt at the parent company level. Consolidated interest
coverage, as measured by CFO pre-working capital plus interest to
interest, was above just 4.0x in both 2009 and 2010, up from 3.6x
in 2008, on a Moody's adjusted basis, while cash flow from
operations before working capital adjustments to debt increased to
the 21% range in both 2009 and 2010, up from 15% in 2008. While
part of this improvement resulted from the several rate cases,
financial ratios also benefited from income tax refunds at Union
Electric, higher deferred taxes, and Taum Sauk pumped storage
facility insurance recoveries. Ameren's financial ratios may also
benefit from bonus depreciation over the next two years, which
Moody's views as a temporary acceleration of future cash flows.

Rating Outlook

The stable rating outlook reflects the recently credit supportive
rate case outcome at Union Electric, consolidated cash flow
coverage metrics that have improved over the last two years, a
modest amount of debt at the parent company level, and the
strength of its two utility subsidiaries, offsetting the current
negative outlook on Ameren Genco.

What Could Change the Rating - Up

The rating could be upgraded if there is a substantial improvement
in the regulatory environments in Missouri and Illinois such that
its utility subsidiaries are upgraded; if the financial
performance of its merchant generation subsidiaries improves; if
consolidated financial metrics continue to exhibit positive
trends, including CFO pre-working capital interest coverage of at
least 4.0x and CFO pre-working capital to debt of at least 20% on
a sustained basis.

What Could Change the Rating - Down

The rating could be lowered if there are adverse regulatory or
political developments in either Missouri or Illinois, including
unsupportive rate case outcomes; if either of its utilities or
Ameren Genco is downgraded; if there is a continued decline in the
performance of its merchant generation business; if the company
issues significant additional debt at the parent company; or if
there a decline in financial metrics, including CFO pre-working
capital interest coverage below 3.5x or CFO pre-working capital to
debt below 15% for a sustained period.

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


AMERICA'S SUPPLIERS: Ekks Out Small Profit in 2011
--------------------------------------------------
America's Suppliers, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $5,395 on $16.82 million of net revenues for the year
ended Dec. 31, 2011, compared with net income of $224,435 on
$15.41 million of net revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.85 million
in total assets, $1.85 million in total liabilities, all current,
and $7,606 in total shareholders' equity.

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

                       http://is.gd/urDoMK

                     About America's Suppliers

Scottsdale, Ariz.-based America's Suppliers, Inc., develops
software programs that allow the Company to provide general
merchandise for resale to businesses through its Web site at
http://www.DollarDays.com

The Company has a recent history of operating losses and operating
cash outflows.  "These factors raise substantial doubt about our
ability to continue as a going concern," the Company said in the
filing.

As reported in the Troubled Company Reporter on March 26, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2009 results.  The independent auditors noted that
Company has suffered an accumulated deficit of $6,949,006 as of
Dec. 31, 2009.  MaloneBailey's opinion on the Company's 2010
financial statements did not include a going concern
qualification.


AMERICAN AIRLINES: Haynes and Boone Okayed as Conflicts Counsel
---------------------------------------------------------------
Judge Sean Lane authorized AMR Corp. and its affiliates to employ
Haynes and Boone, LLP, as their special conflicts counsel, nunc
pro tunc to the Petition Date, pursuant to Section 327(a) of the
Bankruptcy Code.

The Court's approval order indicated that Haynes and Boone
partners holding 310 shares of AMR Corporation stock are required
to dispose of that stock without delay.

Before entry of the order, the Association of Professional Flight
Attendants objected to the Debtors' employment application
because it lacks explanation of the "employee benefit matters"
necessitating Haynes' employment in light of the Debtors'
retention of three other firms to provide the very same services.

Robert D. Albergotti, Esq., a partner at Haynes and Boone, LLP,
in Dallas, Texas, filed a supplemental declaration disclosing,
among other things, that the firm received payments totaling
$1,146,504 for professional services and expenses in the 90 days
prior to the Petition Date, and that the firm has a $492,837
prepetition claim.  Mr. Albergotti said the firm will waive the
claim.

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

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

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

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

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

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

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

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

                      About American Airlines

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

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

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

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

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

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

Jack Butler, 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: Wins OK for Duff as Property Tax Advisor
-----------------------------------------------------------
Judge Sean Lane authorized AMR Corp. and its affiliates to employ
Duff & Phelps, LLC, as their property tax consultants, nunc pro
tunc to the Petition Date, pursuant to Sections 327(a) and 328(a)
of the Bankruptcy Code.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                      About American Airlines

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

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

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

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

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

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

Jack Butler, 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: Committee Wins Approval for Mesirow as Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in AMR Corp.'s cases
obtained authority from Bankruptcy Judge Sean Lane to retain
Mesirow Financial Consulting LLC as its financial advisors, nunc
pro tunc to December 6, 2011.

In a supplemental declaration, Larry Latig of Mesirow clarified
that his son-in-law, who is a member of the Transport Workers
Union of America - AFL-CIO and an employee of American Eagle,
does not hold, and has never held, a management position with
American Eagle or with the TWU.

MFC will:

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

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

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

  (d) evaluate potential employee retention and severance plans;

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

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

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

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

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

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

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

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

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

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

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

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

      (viii) assist in market and competitive analysis;

  (j) assist in preparing documents necessary for confirmation;

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

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

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

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

MFC will be paid according to its standard hourly rates:

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

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

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

                      About American Airlines

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

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

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

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

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

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

Jack Butler, 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: Panel Has Nod for Moelis as Investment Banker
----------------------------------------------------------------
Bankruptcy Judge Sean Lane authorized the Official Committee of
Unsecured Creditors to retain Moelis & Company LLC as its
investment banker, nunc pro tunc to December 6, 2011.

As investment banker, Moelis will:

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

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

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

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

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

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

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

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

For its services, Moelis will be paid:

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

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

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

William Derrough, a Managing Director and Global Co-Head of the
Recapitalization and Restructuring Group of Moelis & Company LLC,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Committee, the Debtors
and their estates.

                      About American Airlines

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

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

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

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

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

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

Jack Butler, 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).


AMTS AIRCRAFT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: AMTS Aircraft Holdings, LLC
        43 W. 526 US Highway 30
        Sugar Grove, IL 60554

Bankruptcy Case No.: 12-10345

Chapter 11 Petition Date: March 15, 2012

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Nicholas M. Miller, Esq.
                  NEAL, GERBER & EISENBERG LLP
                  2 North LaSalle Street, Suite 1900
                  Chicago, IL 60602
                  Tel: (312) 269-5654
                  E-mail: nmiller@ngelaw.com

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

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

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
R&J Aviation, Inc.                    12-10348            03/15/12
R & M Aviation, Inc.
  dba AeroCare Medical Transport Sys  12-10343            03/15/12
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Joseph D. Cece, president and CEO.

AMTS Aircraft's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-10345.pdf

R & M Aviation's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-10343.pdf


ATN FULTON: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: ATN Fulton, LLC
        37-17 57th Street
        Woodside, NY 11377

Bankruptcy Case No.: 12-71551

Chapter 11 Petition Date: March 15, 2012

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

Judge: Robert E. Grossman

Debtor's Counsel: Anthony J. Gallo, Esq.
                  AJ GALLO ASSOCIATES, P.C.
                  255 Executive Drive, Suite 411
                  Plainview, NY 11803
                  Tel: (516) 342-5880
                  Fax: (516) 342-5729
                  E-mail: gallobk@ajgalloassociates.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Mohammed Siddiqui, manager.


APEX INVESTMENT: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Apex Investment Properties, LLC
        1741 Commercial Avenue
        Madison, WI 53714

Bankruptcy Case No.: 12-11373

Chapter 11 Petition Date: March 14, 2012

Court: U.S. Bankruptcy Court
       Western District of Wisconsin (Madison)

Debtor's Counsel: David J. Espin, Esq.
                  KERKMAN & DUNN
                  757 N. Broadway Avenue, Suite 300
                  Milwaukee, WI 53202
                  Tel: (414) 277-8200
                  E-mail: despin@kerkmandunn.com

                         - and ?

                  Evan P. Schmit, Esq.
                  KERKMAN & DUNN
                  757 N. Broadway Avenue, Suite 300
                  Milwaukee, WI 53202
                  Tel: (414) 277-8200
                  E-mail: eschmit@kerkmandunn.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Bruce R. Bosben, manager.

Affiliates that simultaneously filed Chapter 11 petitions:

Debtor                           Case No.
------                           --------
Apex Equity Holdings, LLC          12-11375
Assets: $1 million to $10 million
Debts: $1 million to $10 million
http://bankrupt.com/misc/wiwb12-11375.pdf
Apex Properties, Inc.              12-11377
Assets: $1 million to $10 million
Debts: $1 million to $10 million
http://bankrupt.com/misc/wiwb12-11377.pdf
Apex Investment Group II, LLC      12-11378
Assets: $1 million to $10 million
Debts: $1 million to $10 million
http://bankrupt.com/misc/wiwb12-11378.pdf
Apex Investment Group III, LLC     12-11379
Apex Investment Group V, LLC       12-11380
Apex Investment Group VI, LLC      12-11382
Assets: $1 million to $10 million
Debts: $1 million to $10 million
http://bankrupt.com/misc/wiwb12-11382.pdf
Apex Investment Group VII, LLC     12-11384
Assets: $1 million to $10 million
Debts: $1 million to $10 million
http://bankrupt.com/misc/wiwb12-11384.pdf
Apex Investment Group VIII, LLC    12-11385
Assets: $1 million to $10 million
Debts: $1 million to $10 million
http://bankrupt.com/misc/wiwb12-11385.pdf
Apex Investment Group IX, LLC      12-11387
Assets: $1 million to $10 million
Debts: $1 million to $10 million
http://bankrupt.com/misc/wiwb12-11387.pdf
Market Square Associates, LLC      12-11388
Assets: $1 million to $10 million
Debts: $1 million to $10 million
http://bankrupt.com/misc/wiwb12-11388.pdf

Apex Investment Properties, LLC's list of its largest unsecured
creditors filed with its petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Anchor Bank                        --                  $27,984,000
c/o Mark D. Timmerman
25 West Main Street
Madison, WI 53703


BC FUNDING: Credit Card Lender Files Chapter 11
-----------------------------------------------
BC Funding LLC, doing business as BankCard Funding, a credit-card
processor and provider of merchant cash advances, filed a Chapter
11 petition (Bankr. E.D.N.Y. Case No. 12-71471) on March 13, 2012,
in Central Islip, New York.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the Company, which listed assets of $2.66 million and debt
of $6.8 million, said it would use bankruptcy to reduce debt.
Liabilities include as much as $3.85 million owing to secured
lender Harrison Trading Investments LLC.  Another $2.83 million is
outstanding on subordinated debt.

Bankruptcy was precipitated by a judgment on one of the
subordinated debts.

Revenue in 2011 was $2.37 million.  Financial difficulties were
due in part to the need to restate earnings for 2008 and 2009,
when the company learned that profits in those years actually were
losses.  Audits aren't complete for 2010 and 2011.

According to the case docket, the Chapter 11 plan and disclosure
statement are due July 11, 2012.


BEATRICE BAKERY: Emerges From Chapter 11 Protection
---------------------------------------------------
Luke Nichols at Beatrice Daily Sun reports that Beatrice Bakery
Company CEO Greg Leech has said that, on March 5, the company
officially came out of Chapter 11 bankruptcy.

"We're very happy to say that all of our unsecured creditors
were paid in full," the report quotes Mr. Leech as saying.
"The only persons adversely affected by the bankruptcy were the
shareholders, which were the ones that loaned the company money."

According to the report, Mr. Leech said the company is in its best
financial position in years because of the restructuring, which
was making arrangements with its shareholders.  "Most of the
stockholders had a secured note with us so that we would pay them
last May," Mr. Leech said.  "And instead of getting paid back, it
was all converted to stock."

Based in Nebraska, Beatrice Bakery Company aka Grandma's Bake
Shoppe filed for Chapter 11 protection on July 5, 2011 (Bankr. D.
Neb. Case No. 11-41828).  David P. Lepant, Esq., at Lepant Law
Office, represents the Debtor.  The Debtor listed assets of
$824,367 and debts of $1,908,094.


BERNARD L. MADOFF: Mets Owners Settle for $162 Million
------------------------------------------------------
A settlement was announced Monday in the United States District
Court for the Southern District of New York regarding the dispute
between Irving H. Picard, the SIPA Trustee for the liquidation of
Bernard L. Madoff Investment Securities LLC, and the partners of
Sterling Equities and related persons and entities.

The essential terms of the agreement, which are subject to certain
approvals, are:

     -- the Sterling parties have agreed to pay a sum to the BLMIS
Customer Fund equal to 100% of the fictitious profits of roughly
$162 million that were withdrawn by the Sterling parties during
the six-year period prior to the BLMIS liquidation proceeding --
the District Court had previously ruled that the Sterling parties
were liable for fictitious profits spanning only the two-year
period prior to the liquidation proceeding; and

     -- the SIPA Trustee has elected to dismiss the amended
complaint that alleged that the Sterling parties were willfully
blind to the fraud conducted by Bernard L. Madoff.

The New York Times says the deal was reached Friday and announced
Monday morning just before their federal trial was to begin.

The Sterling parties' customer claims -- which total roughly $178
million -- will be allowed in full and will be entitled to
recovery on the same basis as other BLMIS customers.  The Sterling
parties' allowed claims are now assigned to the SIPA Trustee and
any pro rata distributions will be used to reduce the Sterling
parties' settlement obligation.

David J. Sheehan, Esq., Chief Counsel to the SIPA Trustee states,
"The SIPA Trustee believes that this settlement represents the
best possible outcome for BLMIS Customers with allowed claims, as
it provides for the recovery of 100% of the $162 million in
fictitious profits for the six-year period. We believe that this
is a fair and just settlement. At the same time, the SIPA Trustee
has withdrawn all willful blindness claims against any Sterling
party. All settlements negotiated by the SIPA Trustee are
predicated on the fact that the SIPA Trustee works for the best
interests of BLMIS customers. Settlement terms are reached to
create the maximum recovery for the BLMIS Customer Fund, taking
into consideration factors such as the vicissitudes of time-
consuming litigation and the financial situation of the parties
involved."

The New York Times notes that if Mr. Picard had prevailed at
trial, he could have recouped as much as $303 million, in addition
to the $83 million the Mets? owners were already ordered to pay.

The NY Times report says Mr. Picard's decision to settle for much
less was regarded by a number of experts as a kind of surrender on
the explosive assertions that were central to the case.  According
to the NY Times, legal experts said the settlement would most
likely embolden other defendants who are fighting accusations
brought by the trustee.

"I certainly consider this a capitulation by the trustee," said
Bradley D. Simon, a former federal prosecutor who focuses on
white-collar civil litigation for Simon & Partners, according to
the NY Times.  "It seems quite one-sided."

In a press statement, Mr. Sheehan said, "In reaching this
settlement agreement, or any settlement agreement, the SIPA
Trustee takes an array of circumstances, factors and other
strategic issues into consideration with the benefit of the BLMIS
Customer Fund always top of mind.  Here, consistent with the
Memorandum of Understanding entered into the Court record this
morning, the Trustee took into account many and various factors --
including the uncertainty, cost and time-consuming nature of the
litigation, a review of the evidence, and the personal and
financial circumstances of the parties -- to determine that he
will no longer pursue the willful blindness claims against the
Sterling parties to trial and possibly beyond.

"The recovery of the full $162 million of six years of fictitious
profits -- especially given that the Court had limited the
Trustee's recovery in this case to roughly half that figure --
provided the best outcome to enhance the Customer Fund for the
victims of Madoff's fraud.

"The SIPA Trustee has repeatedly said that, where possible, he
would rather negotiate than litigate. Most important in any
negotiation is the willingness and the spirit to compromise by
both sides. That is what occurred here."

Former New York Governor Mario Cuomo was appointed by the U.S.
Bankruptcy Court for the Southern District of New York to mediate
the dispute between the SIPA Trustee and the Sterling entities.

Mr. Picard thanked the Wilpon and Katz families and the other
Sterling Partners for "setting a positive example by returning 100
percent of the six-year fictitious profits to the Customer Fund."

At the appropriate time, the SIPA Trustee will file a Bankruptcy
Rule 9019 motion with the court, which will include details of the
settlement.

Last week, according to Bill Rochelle, the bankruptcy columnist
for Bloomberg News, the Mets owners received a ruling from Judge
Rakoff giving them a ground for appeal should they lose the trial
beginning March 19.  Judge Rakoff held that the Wilpon group has
the burden of convincing the jury by a preponderance of the
evidence that they received repayment of principal from their
accounts in good faith and without willful blindness to the fraud
that Mr. Madoff was conducting.  Mr. Picard has the burden of
proving to the jury that Mr. Madoff was conducting an actual
fraud.

The Wilpon suit in district court is Picard v. Katz, 11-03605,
U.S. District Court, Southern District of New York (Manhattan).

According to the NY Times, as the terms of the settlement between
the two parties were read aloud in District Court Monday, Judge
Jed Rakoff said, "All I say is love is wonderful."

                        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. 17, 2012 and in the 38 months since his appointment,
the SIPA Trustee has recovered or entered into agreements to
recover more than $9 billion, representing roughly 52% of the
roughly $17.3 billion in principal estimated to have been lost in
the Ponzi scheme by BLMIS customers who filed claims.  The
recoveries exceed prior restitution efforts related to Ponzi
schemes both in terms of dollar value and percentage of stolen
funds recovered.  Pro rata distributions from the Customer Fund to
BLMIS customers whose claims have been allowed by the SIPA Trustee
totaled $325.7 million.

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.


BLACK BUCKET: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Black Bucket Equipment LLC
        P.O. Box 970
        Parker, AZ 85344

Bankruptcy Case No.: 12-05037

Chapter 11 Petition Date: March 14, 2012

Court: United States Bankruptcy Court
       District of Arizona (Yuma)

Judge: Eileen W. Hollowell

Debtor's Counsel: Thomas H. Allen, Esq.
                  ALLEN, SALA & BAYNE, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  E-mail: tallen@asbazlaw.com

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

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

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

The petition was signed by Miguel M. Baldenegro, member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
F&M Farms, an Arizona Partnership      12-05036   03/14/12




BROADCAST INT'L: Has $6.95 Million Private Placement
----------------------------------------------------
Broadcast International has entered into definitive agreements to
complete a $6.95 million private placement equity financing with a
group of institutional and qualified individual investors.  After
paying financing-related costs, the company plans to use the net
proceeds of approximately $5.2 million to support further
marketing of its video management solutions, as well as to
strengthen its balance sheet through the reduction of short- and
long-term debt.

The financing terms include the sale of 27.8 million shares of the
company's common stock at $0.25 per share, in exchange for $6.05
million of cash and $900,000 of debt conversion, plus a warrant
for an additional share of common stock exercisable at $0.35 per
share for each two shares of common stock purchased.  The warrants
have a six-year term, and the warrant holders will receive certain
price protection rights.

For the purpose of debt reduction, the Company will pay $2.75
million in cash and two million shares of common stock to its
senior convertible note holder in exchange for retiring a long-
term note of $5.5 million plus accrued interest, carrying a
substantial reset provision.  In addition, holders of $400,000 in
short-term notes and $500,000 in accounts payable financing will
convert their balances into shares of common stock in the
offering.

After paying off the long-term note and financing costs, the net
cash to the company is expected to be approximately $2.3 million.

Broadcast International's patented CodecSys software is a
breakthrough, artificial intelligence-based video compression
technology that cuts video bandwidth requirements more than 50%
over satellite, cable, IP and wireless networks.  By slashing
bandwidth requirements, CodecSys enables a new generation of
applications  such as OTT (Over-the-Top) and Cloud streaming of
videos to any device, including smartphones.  CodecSys offers
unprecedented price/performance benefits for existing
applications, including live HD video encoding.

MDB Capital Group LLC and Philadelphia Brokerage Corporation are
acting as co-placement agents for the offering.

The securities offered in the private placement have not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws.  Accordingly, the securities may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws.  The securities were offered
only to accredited investors.

                   About Broadcast International

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

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

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

                      Bankruptcy Warning

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


BROADSTRIPE CAPITAL: Bid to Convert Case Ch. 7 Liquidation Okayed
-----------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Christopher Sontchi on Friday approved Broadstripe Capital
LLC's request to convert its Chapter 11 bankruptcy proceedings to
Chapter 7, allowing the bankrupt cable provider to liquidate.

Law360 says Judge Sontchi granted Broadstripe Capital's Feb. 22
motion, saying the conversion would benefit all parties in the
bankruptcy.

"The court finds that the relief requested in the motion is in the
best interest of the debtor and its estate and creditors," the
judge said.

                      About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The Company and five of its affiliates
filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-10006)
on Jan. 2, 2009.  Attorneys at Ashby & Geddes, and Gardere Wynne
Sewell LLP represented the Debtors in their restructuring efforts.
The Debtors tapped FTI Consulting Inc. as their restructuring
consultant, and Epiq Bankruptcy Consultants LLC as their claims
agent.  In its petition, Broadstripe estimated assets and debts
between $100 million and $500 million.


BUFFETS INC: Court Sets April 24 as Claims Bar Date
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established April 24, 2012 at 4:00 p.m. (ET) as the deadline for
individuals or entity to file proofs of claim against Buffets
Inc., et al.

The Court also set July 16, 2012, as the bar date applicable to
governmental units.

Proofs of claim must be filed to:

           If via first class mail, send to:

           Buffets Restaurants Holdings, Inc., et al.
           Claims Processing Center
           c/o Epiq Bankruptcy Solutions, LLC
           FDR Station
           P.O. Box 5286
           New York, NY 10150-5286

           If via Hand Delivery or Overnight Courier, send to:

           Buffets Restaurants Holdings, Inc., et al.
           Claims Processing Center
           c/o Epiq Bankruptcy Solutions, LLC
           757 Third Avenue, 3rd Floor
           New York, NY 10017

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  The Debtors are seeking to
reject leases for 83 underperforming restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


BUFFETS INC: Court Okays Deloitte & Touche as Auditor
-----------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has granted Buffets Inc., et al., permission
to retain Deloitte & Touche as independent auditor and accountant.

Deloitte will, among other things, perform a financial statement
audit for the fiscal year ending June 27, 2012, and thereafter as
may be requested by the Debtors and as may be agreed to by
Deloitte.  Scott Loveless, a partner at Deloitte, assured the
Court 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.

As reported by the Troubled Company Reporter on March 1, 2012,
Deloitte will be paid at these hourly rates: $490 to $690 for
partner/principal/director; $410 to $580 for senior manager; $360
to $550 for manager; $230 to $420 for senior accountant; $205 to
$320 for staff accountant; and $85 to $110 for administrative
staff.

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  The Debtors are seeking to
reject leases for 83 underperforming restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


BUFFETS INC: Court OKs FTI as Committee's Fin'l Advisor
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Buffets Restaurants Holdings, Inc., et al., obtained
permission from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to retain FTI Consulting Inc.
as financial advisor.

As reported by the Troubled Company Reporter on March 1, 2012,
FTI's services are deemed necessary to enable the Committee to
assess and monitor the efforts of the Debtors and their
professional advisors to maximize the value of their estates and
to reorganize successfully.

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  The Debtors are seeking to
reject leases for 83 underperforming restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


BUFFETS INC: Committee Can Retain Otterbourg as Lead Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Buffets Restaurants Holdings, Inc., et al., obtained
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to retain Otterbourg,
Steindler, Houston & Rosen, P.C. as its lead co-counsel.

As reported by the Troubled Company Reporter on March 1, 2012,
OSH&R will work closely with the Debtors' representatives and the
other professionals retained by the Committee to ensure that there
is no unnecessary duplication of services performed or charged to
the Debtors' estates.

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  The Debtors are seeking to
reject leases for 83 underperforming restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


BUFFETS INC: Court OKs Pachulski Stang as Co-Counsel for Committee
------------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Buffets Restaurants
Holdings, Inc., et al., to retain Pachulski Stang Ziehl & Jones
LLP as its co-counsel.  As reported by the Troubled Company
Reporter on March 1, 2012, the professionals and paralegals
designated to represent the Committee and their standard hourly
rates are:

         Bradford J. Sandler        $695
         Peter J. Keane             $395
         Patricia B. Cuniff         $265

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  The Debtors are seeking to
reject leases for 83 underperforming restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


CANADIAN PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Canadian Properties Incorporated
        1251 Ponce De Leon Ave
        San Juan, PR 00908

Bankruptcy Case No.: 12-01908

Chapter 11 Petition Date: March 14, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: David A Carrion Baralt, Esq.
                  DAVID CARRION BARALT LAW
                  P.O. Box 364463
                  San Juan, PR 00936
                  Tel: (787) 724-8166
                  E-mail: davidcarrionb@aol.com

Scheduled Assets: $1,650,000

Scheduled Liabilities: $1,530,726

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

The petition was signed by Karla Haakensen, president.


CARDEN WEST: Makes $150,000 Rent Payment to Landlords
-----------------------------------------------------
Susan C. Shena at Pleasanton Patch reports that Carden West School
made a rent payment of $150,000 that will enable it to operate
through May.

According to the report, the money was due the landlords of the
Willow Road campus by March 15 to keep doors open.  "I can confirm
that Carden West has paid rent in full through the end of  the
school year," the report quotes Basil Besh, president of Carden
West's volunteer board of trustees, as saying.

The report relates that an eviction would have left Carden's 100
or so remaining students -- and their parents -- in a lurch,
unable to finish out the school year.  And even with that
reprieve, the school will close forever in two months' time.

The report says an attorney for the landlords said that he did not
know if the rent funds were yet deposited, but said his clients
offered Carden significant concessions on unpaid rent.

The report, citing court documents, says Carden's rent was unpaid
since August.

According to the report, the deal proposed by the landlords was a
$50,000 February payment -- which was made -- and an advance of
the next three months, the $150,000 lump sum, to allow Carden to
remain on the premises through May 31, which several parents note
is still two weeks shy of the scheduled school-year end.

Carden West Inc. owns Carden West School --
http://www.cardenwest.org/-- a small private school at 4576
Willow Road in the Hacienda Business Park in California.  The
Company filed for bankruptcy (Bankr. N.D. Calif. Case No.
11-71752), listing assets of $6,000 and debts of $1,770,989.
Judge Roger L. Efremsky presides over the case.  Mufthiha
Sabaratnam, Esq., at Sabaratnam and Associates, represents the
Debtor.


CAUCEDO INVESTMENTS: S&P Withdraws 'BB-' Ratings at Co. Request
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' Ratings on
Caucedo Investments Inc., at the Company's request.


CCR SHEET: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: CCR Sheet Metal, Inc.
        513 Porter Avenue
        Brooklyn, NY 11237

Bankruptcy Case No.: 12-41811

Chapter 11 Petition Date: March 14, 2012

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

Judge: Elizabeth S. Stong

Debtor's Counsel: Richard S. Feinsilver, Esq.
                  One Old Country Road, Suite 125
                  Carle Place, NY 11514
                  Tel: (516) 873-6330
                  Fax: (516) 873-6183
                  E-mail: feinlawny@yahoo.com

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

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

The Company's list of its 21 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-41811.pdf

The petition was signed by Cezary Witek, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Krzysztof Majchrzak                   12-41556            02/02/12


CDC CORP: No Competing Bids for Chinadotcom; Auction Cancelled
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CDC Corp. received no bids to compete with the $250
million offer for the company's 87% interest in CDC Software Corp.
Consequently, there will be a hearing today, March 20 in U.S.
Bankruptcy Court for the Northern District of Georgia for approval
of the sale to an affiliate of Vista Equity Holdings.  CDC
previously said the sale to Vista should be sufficient to pay all
claims, including a $67 million judgment and $5 million owing to
trade suppliers, along with professional fees.

The U.S. Bankruptcy Court will also consider at today's hearing
the adequacy of the Disclosure Statement explaining the Joint Plan
of Liquidation for CDC dated March 1, 2012.  The Plan was proposed
by the Debtor and the Official Committee of Equity Security
Holders in the Debtor's case.  According to Disclosure Statement,
the Plan contemplates the liquidation of all of the Debtor's
assets, for the benefit of the Debtor's creditors and equity
security holders.  The purchase price for the CDC Software Shares
is $249,788,301.  The Debtor estimates that an additional
$41,000,000, after expenses, will be realized from the disposition
of Trust Assets, other than the sale proceeds of the CDC Software
Shares, for total proceeds from asset sales of approximately
$290,788,301.  After payment of all Allowed Claims, including Fee
Claims, and the expenses of liquidation, the Debtor estimates
$194,860,662 will be available for distribution to holders of
Allowed Equity Interests.

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

According to the Debtor's case docket, if the Disclosure Statement
is approved on schedule, the hearing to consider the confirmation
of Debtor's Chapter 11 Plan will be held April 26, at 10:00 a.m.
The Plan Effective Date is anticipated to occur before May 1,
2012.

                          About CDC Corp.

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

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

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


CDC CORP: Taps Maples and Calder as Corporate Cayman Counsel
------------------------------------------------------------
CDC Corporation seeks permission from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ the law firm of
Maples and Calder as corporate Cayman Islands counsel for limited
purposes and its affiliated services company, Maples Corporate
Services Limited, to provide services which include making filings
with the Cayman Islands Registrar of Companies and related
matters.

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes, Ellis &
Nason, P.A., the attorney for Debtor, says that in order to
administer this case in a proper, efficient, and economical
manner, the Debtor needs the services of a registered office
provider in connection with the Cayman Islands corporate
registration requirements.

Prior to the Petition Date, Maples Corporate served as a
registered office provider and provided the registered office,
prepared and filed Annual Returns, maintained statutory records,
including the updating and filing of the register of officers and
directors, and obtained good standing certificates.

Prior to the Petition Date, Maples and Calder acted as Cayman
Islands corporate counsel to the Debtor, CDC Software Corporation,
and several of their affiliates.  In light of the conflict of
interest in connection with this Chapter 11 case, following the
Petition Date, Maples and Calder ceased to act as Cayman Islands
corporate counsel to Debtor in respect of matters connected with
the Chapter 11 case.

Mr. Cifelli says that in order to continue properly to operate as
a company incorporated in the Cayman Islands, the Debtor seeks
specific authority to pay the invoices for legal fees and
administrative services, including in connection with the annual
fees and annual filings which were required in the Cayman Islands
in January of 2012.  In respect of the annual fees for 2012, and
certain other administrative expenses incurred, Maples has issued
an invoice in the amount of $5,180.56.

"As Maples served as the provider of the Debtor's registered
office in the Cayman Islands prior to the bankruptcy case and the
firm filed the required annual reports and other filings with the
Cayman Islands Registrar of Companies prior to the bankruptcy
case, it is necessary and appropriate for the Debtor to pay the
prepetition amounts owing to Maples so that Maples can continue to
act on behalf of the Debtor without any change in the Debtor's
registered office.  This is the best way to streamline and insure
that the Debtor can obtain good standing certificates on a timely
basis so as to be able to close the sale contemplated by the sale
motion scheduled to be heard by the Court at the hearing on
March 20, 2012.  The only possible alternative would be to attempt
to identify (and pay) a different registered office provider in
the Cayman Islands -- which would likely result in additional
costs and delays occasioned by an unnecessary hand-over," Mr.
Cifelli says.

The Debtor seeks authorization to retain and compensate Maples
without the necessity of formal fee applications.  The Debtor
seeks authority to pay the invoices for 2012 registration matters
and to pay Maples in the ordinary course of business for future
necessary filings with the Cayman Islands Registrar of Companies
and related matters.  The services of Maples and Calder as
corporate Cayman Islands counsel for the Debtor are expected to be
limited to providing advice with regard to necessary corporate
updates and filings and related matters and will not be
duplicative of the services performed by the firm of Solomon
Harris.  Maples and Calder is owed $38,793.75 for professional
services rendered prior to the Petition Date.

Maples and Calder is further owed $5,793.75 for professional
services rendered after the Petition Date.  Debtor seeks authority
to pay these invoices.

Matthew Gardner, associate partner at Maples, assures the Court
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 CDC Corp.

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

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

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


CHEMBULK NEW YORK: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Petitioner: Cosimo Borrelli,
                       Vice President
                       PT Berlian Laju Tanker TBK

Chapter 15 Debtor: Chembulk New York Pte Ltd
                   120 Lower Delta Road, #08-02
                   Cendex Centre, Singapore 169208
                   Republic of Singapore

Chapter 15 Case No.: 12-11007

Affiliates that simultaneously filed Chapter 15 petitions:

        Debtor                            Case No.
        ------                            --------
Barawati Maritime Pte Ltd                 12-11008
Chembulk Barcelona Pte Ltd                12-11009
Chembulk Gibraltar Pte Ltd                12-11010
Chembulk Hong Kong Pte Ltd                12-11011
Chembulk Houston Pte Ltd                  12-11012
Chembulk Kobe Pte Ltd                     12-11013
Chembulk New Orleans Pte Ltd              12-11014
Chembulk Savannah Pte Ltd                 12-11015
Chembulk Shanghai Pte Ltd                 12-11016
Chembulk Ulsan Pte Ltd                    12-11017
Chembulk Virgin Gorda Pte Ltd             12-11018
Chembulk Yokohama Pte Ltd                 12-11019

Type of Business: Chembulk is a company based in Singapore that
                  provides container freight services.  Chembulk
                  and the debtor-affiliates are subsidiaries of PT
                  Berlian, an Indonesian-based company in the
                  business of the maritime transportation of
                  liquid bulk cargo.  The Berlian Group charters
                  cargo space in its vessels to transport liquid
                  bulk cargo around the world.  Customers include
                  Exxon, Shell, BP Chemicals, PErtamina, Celanese
                  Corporation, SABIC and ME Global (fka Dow
                  Chemical.)  The Berlian Group has 72 vessels, of
                  which 50 re owned by Chembulk and its debtor-
                  affiliates.

                  Chembulk and its debtor-affiliates initiated
                  proceedings in the High Court of the Republic of
                  Singapore,, pursuant to Section 210(10) of the
                  Companies Ac (Cap. 50) on March 12, 2012.

Chapter 15 Petition Date: March 14, 2012

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Benjamin P. Deutsch, Esq.
                  SCHNADER HARRISON SEGAL & LEWIS, LLP
                  140 Broadway, Suite 3100
                  New York, NY 10005
                  Tel: (212) 973-8014
                  Fax: (212) 972-8798
                  E-mail: bdeutsch@schnader.com

                         - and ?

                  Kenneth R. Puhala, Esq.
                  SCHNADER HARRISON SEGAL & LEWIS, LLP
                  140 Broadway, Suite 3100
                  New York, NY 10005
                  Tel: (212) 973-8140
                  Fax: (212) 972-8798
                  E-mail: kpuhala@schnader.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000


CHRIST HOSPITAL: Court OKs Logan & Co. as Claims & Noticing Agent
-----------------------------------------------------------------
Christ Hospital sought and obtained Bankruptcy Court permission
employ Logan & Company Inc. as claims and noticing agent.

Christ Hospital said the employment of Logan is necessary because
its estate consists of more than 3,000 creditors.  Due to the
magnitude of parties who would be receiving notice in the case
from the Clerk's Office of the United States Bankruptcy Court for
the District of New Jersey, the Debtor has determined that it
would be in the estate's best interests to retain an outside firm
to provide notices and to process claims.

Kathleen M. Logan, president of Logan, attests that her firm is a
"disinterested person" within the meaning of 11 U.S.C. Sec.
101(14) of the Bankruptcy Code.

                       About Christ Hospital

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

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

The Bankruptcy Court has approved bidding procedures for the sale
of Christ Hospital.

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

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

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

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

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

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


CHRIST HOSPITAL: Wins Permission to Hire Special Counsel
--------------------------------------------------------
Christ Hospital sought and obtained permission from the Bankruptcy
Court to employ Genova, Burns, and Giantomasi as special corporate
counsel, and Tarter Krinsky & Drogin LLP as special counsel.

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

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

The Bankruptcy Court has approved bidding procedures for the sale
of Christ Hospital.

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

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

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

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

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

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


CHRIST HOSPITAL: Court OKs Porzio as Bankruptcy Counsel
-------------------------------------------------------
Christ Hospital won Court authority to employ Porzio, Bromberg &
Newman, P.C., as Chapter 11 counsel.  The firm has been assisting
the Debtor pre-bankruptcy.  Commencing April 12, 2011, through
Dec. 31, 2011, Porzio received $348,360 for prepetition services.
In January and February 2012, the firm received $285,559 for
services related to the preparation of the bankruptcy filing.  The
firm also received a $250,000 retainer.

The professionals most likely to render services and their hourly
rates are:

     Warren J. Martin, Jr., Esq.         $635 per hour
     Terri Jane Freedman, Esq.           $440 per hour
     Mark J. Politan, Esq.               $440 per hour
     Kelly D. Curtin                     $330 per hour
     Cindy J. Alvarado                   $285 per hour
     Rachel A. Segall                    $230 per hour
     Mathew D. Laskowski                 $195 per hour
     Maria P. Dermatis                   $195 per hour

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

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

The Bankruptcy Court has approved bidding procedures for the sale
of Christ Hospital.

Judge Morris Stern presides over the case.  Alvarez & Marsal North
America LLC serves as financial advisor.  Logan & Company Inc.
serves as the Debtor's claim and noticing agent.

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

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

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

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

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


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

SAK's currently hourly rates are:

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

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

                     About Christ Hospital

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

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

The Bankruptcy Court has approved bidding procedures for the sale
of Christ Hospital.

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

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

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

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

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

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


CHRIST HOSPITAL: Creditors Group Can Hire Sills Cummis as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Christ Hospital
sought and obtained Bankruptcy Court permission to employ Sills
Cummis & Gross P.C. as its chapter 11 counsel.

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

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

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

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

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

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

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

                     About Christ Hospital

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

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

The Bankruptcy Court has approved bidding procedures for the sale
of Christ Hospital.

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

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

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

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

J.H. Cohn LLP serves as financial advisor to the committee.

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

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

                     About Christ Hospital

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

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

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

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

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

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

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

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

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


CHRIST HOSPITAL: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Christ Hospital filed with the Bankruptcy Court its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,654,000
  B. Personal Property           $33,921,746
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $71,232,310
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $6,939,754
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $18,261,167
                                 -----------      -----------
        TOTAL                    $37,575,746      $96,433,231

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

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

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

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

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

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

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

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

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


CIRCLE ENTERTAINMENT: Borrows $600,000 from Directors, et al.
-------------------------------------------------------------
Certain of Circle Entertainment Inc.'s directors, executive
officers and greater than 10% stockholders made unsecured demand
loans to the Company totaling $600,000 on March 8, 2012, through
March 13, 2012, bearing interest at the rate of 6% per annum.

The Company intends to use the proceeds to fund working capital
requirements and for general corporate purposes.  Because certain
of the directors, executive officers and greater than 10%
stockholders of the Company made the Loans, a majority of the
Company's independent directors approved the transaction.

                    About Circle Entertainment

Circle Entertainment Inc. (CEXE.PK), formerly FX Real Estate and
Entertainment Inc., owns 17.72 contiguous acres of land located at
the southeast corner of Las Vegas Boulevard and Harmon Avenue in
Las Vegas, Nevada.  The Las Vegas Property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.  On June 23, 2009, as a result of the
default under the first mortgage loan, the first lien lenders had
a receiver appointed to take control of the property.  The Company
is headquartered in New York City.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of Aug. 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or benefit.

The Company reported net income of $346.81 in 2010, following a
net loss of $114.68 million.  The net profit generated in the year
was primarily on account of a $390.75 million gain from discharge
of net assets due to the bankruptcy plan of the Las Vegas
subsidiary.

The Company also reported a net loss of $4.14 million on $0 of
revenue for the nine months ended Sept. 30, 2011, compared with a
net loss of $33.59 million on $0 of revenue for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$4.62 million in total assets, $9.40 million in total liabilities,
and a $4.77 million total stockholders' deficit.

As reported by the TCR on April 11, 2011, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has limited available cash, has a
working capital deficiency and will need to secure new financing
or additional capital in order to pay its obligations.


CHINA TEL GROUP: Excess of 5% of Outstanding Shares Sold
--------------------------------------------------------
Since Feb. 7, 2012, VelaTel Global Communications, Inc., formerly
known as as China Tel Group, Inc., has made the sales of Series A
common stock.  The Company filed a Form 8-K because the aggregate
number of Shares sold exceeds 5% of the total number of shares
issued and outstanding as of the Company's Report on Form 8-K
filed on Feb. 7, 2012.

On Feb. 17, 2012, the Company issued 4,055,164 shares to Domenico
Butler for professional services rendered to Perusat S.A.
pursuant to an agreement for construction services between the
company, Perusat and Butler.  This sale of Shares resulted in a
reduction of $162,206 in accounts payable to the Company.

On Feb. 23, 2012, the Company issued 26,938,510 shares to Joinmax
Engineering & Consultants (HK) Ltd. for professional services
rendered to the Company pursuant to the Agreement for Professional
Services between ChinaTel Group, Inc., and Joinmax effective as of
April 10, 2009, as amended by the First Amendment to Agreement for
Professional Services between VelaTel and Joinmax effective as of
Dec. 1, 2011, and the Second Amendment for Professional Services
between the Company and Joinmax as of Jan. 6, 2012.  This sale of
Shares resulted in a reduction of $2,693,851 in accounts payable
to the Company.

On March 2, 2012, the Company issued 6,348,860 shares to Mario
Navarro for professional services rendered to Perusat pursuant to
the Restated Settlement Agreement between Perusat, the Company and
Navarro, effective as of March 1, 2012.  This Sale of Shares
resulted in a reduction of $353,638 in accounts payable to the
Company.

The restricted Shares issued to the aforementioned persons and
entities relied upon exemptions provided for in Sections 4(2) and
4(5) of the Securities Act of 1933, as amended, including
Regulation D promulgated thereunder based on the aforementioned
knowledge of the Company's operations and financial condition and
experience in financial and business matters that allowed them to
evaluate the merits and risk of receipt of these securities.

                          About China Tel

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

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

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

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

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


CIRCLE STAR: Enters Into $5MM Leasehold Purchase Pact with Wevco
----------------------------------------------------------------
Circle Star Energy Corp. entered into a leasehold purchase
agreement with Wevco Production, Inc., whereby Wevco will sell to
the Company all of Wevco's rights, title, and working interest in
and to certain oil and gas leases, containing up to 64,575 net
acres, more or less, situated in Gove and Trego Counties, Kansas.
Under the Purchase Agreement, the Company will pay to Wevco
$5,000,000 on or before closing and issue 1,000,000 shares of
common stock of the Company to Wevco.  Contemporaneously with the
signing of the Purchase Agreement, the Company paid Wevco,
$100,000 and the Company must pay Wevco an additional $200,000 on
or before March 13, 2012.  The Signing Bonus is non-refundable and
is considered an advance on the Purchase Price.

The Common Shares will not be registered under the United States
Securities Act of 1933, as amended, or the laws of any state of
the United States.  Accordingly, the Common Shares are "restricted
securities" and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act.  The Common
Shares will be issued pursuant to exemptions from the registration
requirements of the Securities Act provided by Section 4(2)
thereof.

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas. The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company has sustained losses in all previous reporting periods
with an inception to date loss of $3.8 million as of July 31,
2011.  "There is substantial doubt about the Company's ability to
continue as a going concern," the Company said in the filing.

The Company reported a net loss of $6.46 million on $509,971 of
total revenues for the six months ended Oct. 31, 2011, compared
with a net loss of $11,172 on $0 of total revenues for the same
period a year ago.

The Company's balance sheet as of Oct. 31, 2011, showed
$3.47 million in total assets, $5.84 million in total liabilities,
and a $2.37 million total stockholders' deficit.


CITY OF WOONSOCKET: Moody's Reviews Ba2 G.O. Tax Rating
-------------------------------------------------------
Moody's Investors Service has placed the City of Woonsocket's (RI)
Ba2 general obligation unlimited tax rating on review for possible
downgrade, affecting approximately $225 million of outstanding
rated debt, including $74 million of Rhode Island Health and
Education Building Corporation (RIHEBC), Public School Revenue
Financing Program Revenue Bonds, Series 2009 Series E (City of
Woonsocket Issue) which currently carries an underlying rating of
Ba2.

The review was prompted by an announcement earlier this month that
the city's school operations are running a deficit for fiscal 2012
that may require the city to issue Tax Anticipation Notes in order
to continue school operations. While the city has undertaken
meaningful steps to eliminate its accumulated deficit and
stabilize its financial position through the issuance of deficit
bonds, various expenditure cuts and large levy increases,
continued deficits in school operations has put Woonsocket's
finances under considerable pressure. In addition, the city
continues to underfund its local pension plan.

Moody's review will incorporate fiscal 2012 financial results for
both city and school operations, including the city's liquidity
position, its deficit reduction strategy, and possible
intervention by the state.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


CLARE AT WATER TOWER: Files Chapter 11 Reorganization Plan
----------------------------------------------------------
The Clare at Water Tower will seek approval today, March 20, of
the disclosure statement explaining its reorganization plan.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the plan calls for roughly distributing proceeds of
sale in the order of priority laid out in bankruptcy law.  The
plan implements a sale, where Chicago Senior Care LLC is under
contract to pay $29.5 million cash.

According to Mr. Rochelle, at today's hearing, the bankruptcy
court in Chicago will be asked to require other bids by April 10
in advance of an April 12 auction.  Sale proceeds will go first to
holders of what is now $232.8 million in bonds.  Any surplus would
go to unsecured creditors. The disclosure statement contains a
blank where the amount of unsecured claims will be shown later.
Current and former residents, who are entitled to vote on the
plan, are being offered a modified program for repaying their
deposits when they leave the facility.  The disclosure statement
says that the existing refund policy is above the market and
inhibits sale of the project unless modified.

                   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.


CLEARWIRE CORP: Sprint Files Amendment No. 10 to Schedule 13D
-------------------------------------------------------------
Sprint Nextel Corporation, Comcast Corporation, Eagle River
Holdings, LLC, Time Warner Cable Inc., BHN Spectrum Investments,
LLC, et al., the "Reporting Persons", filed with the U.S.
Securities and Exchange Commission Amendment No. 10 to Schedule
13D to disclose that by virtue of the Equityholders' Agreement,
each of the Reporting Persons (except Google), together with the
Intel Entities, Intel Capital, Intel Cayman, and Middlefield, may
be deemed to be a member of a "group" under Section 13(d) of the
Act, which may be deemed to beneficially own, have shared power to
vote or direct the vote over and have shared dispositive power
over 627,945,914 shares of Class A Common Stock beneficially owned
by the Sprint Entities, 94,076,878 shares of Class A Common Stock
beneficially owned by Intel, 88,504,132 shares of Class A Common
Stock beneficially owned by the Comcast Entities, 34,026,470
shares of Class A Common Stock beneficially owned by ERH,
46,404,782 shares of Class A Common Stock beneficially owned by
the TWC Entities and 8,474,440 shares of Class A Common Stock
beneficially owned by the BHN Entities.

On March 1, 2012, Google sold 29,411,765 shares of Class A Common
Stock (which shares constituted all of the shares of Class A
Common Stock previously held by Google) in a block sale to a third
party at price per share of $2.261.  Accordingly, Google no longer
holds any securities of the Issuer.

As of March 1, 2012, Sprint Nextel Corporation beneficially owns
627,945,914 shares of Class A common stock of Clearwire
Corporation representing, 58.1% of the shares outstanding.

A copy of the amended filing is available for free at:

                       http://is.gd/hDT9ar

                  About Clearwire Corporation

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

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

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

                          *     *     *

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

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


CLIFFS CLUB: Taps McKenna Long as Chapter 11 Counsel
----------------------------------------------------
The Cliffs Club & Hospitality Group, Inc., seeks authority from
the Bankruptcy Court to employ McKenna Long & Aldridge LLP as the
Debtors' Chapter 11 counsel.

The firm will be paid at these current hourly rates:

          Gary W. Marsh, Esq.                 $550
          J. Michael Levengood, Esq.          $540
          Bryan Bates, Esq.                   $425

McKenna provided restructuring advice and general legal counsel to
the Debtors pre-bankruptcy.  It received payments totaling
$330,405 for work to be done with respect to the Chapter 11 cases,
against which the firm has applied $30,405.  Currently, the firm
holds a $0 balance.

The firm also was initially retained to provide bankruptcy counsel
to the Debtors and to Cliffs Communities, Inc., the parent of the
Debtors.  McKenna received a $25,000 advance retainer in January
2012 for its limited work for Cliffs Communities, against which it
billed for those services.   That engagement has ended.

J. Michael Levengood, Esq., a partner at McKenna, attests that
McKenna is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

                      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: Hires Dana Wilkinson as Local Counsel
--------------------------------------------------
The Cliffs Club & Hospitality Group, Inc., asks the Bankruptcy
Court to approve the Debtors' engagement of The Law Office of Dana
Wilkinson as local counsel.  Ms. Wilkinson charges $300 per hour
for her services.

The firm provided restructuring advice to the Debtors pre-
bankruptcy.  The firm received two retainer payments totaling
$22,552 for work to be done and for the filing fees with respect
to the Chapter 11 cases.  The firm has applied $14,681 in legal
fees and filing fees, and currently holds $7,871 as balance.

Ms. Wilkinson attests that her firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

                      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: Cherry to Step Down as CEO, Work as Contractor
-----------------------------------------------------------
The Cliffs Club & Hospitality Group, Inc., asks the Bankruptcy
Court for authority to employ Timothy P. Cherry, the Debtors'
interim president and CEO, as independent contractor.  The Debtors
said they need Mr. Cherry to assist the Chief Restructuring Offer.
Mr. Cherry will resign as president and CEO upon effectiveness of
the Independent Contractor Agreement.

The Debtors said Mr. Cherry has more than 36 years of experience
int eh financial fields, including 27 years in public accounting,
with areas of expertise including real estate development, complex
tax transactions and planning, mergers and acquisitions, tax
controversy and corporate tax planning.

Mr. Cherry agrees that he will not communicate with any potential
bidders for the Debtors' assets in connection with the bankruptcy
process without prior authorization of the CRO.  Mr. Cherry agrees
to spend a maximum of 120 hours per month performing services
during the term of the Agreement.

As contractor, Mr. Cherry will receive a monthly fee of $30,000
per month, payable March 9, April 9 and May 9, unless the
Agreement is terminated earlier.  He will also receive $500 per
month food and clothing allowance at the Debtors' golf and country
clubs, and will be reimbursed of necessary expenses.

The Agreement terminates May 27, 2012, but may be extended for an
additional three-month period.

                      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.


CORRECTIONS CORP: S&P Affirms 'BB' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Nashville-based Corrections Corp. of America
(CCA) and revised the outlook to positive from stable.

"At the same time, we affirmed our 'BB' issue-level ratings on the
company's 6.25% senior unsecured notes due 2013, 6.75% senior
unsecured notes due 2014, and 7.75% senior unsecured notes due
2017. The recovery ratings on the notes remain at '3', indicating
our expectation for meaningful (50% to 70%) recovery for
noteholders in the event of a payment default or bankruptcy," S&P
said.

"We do not rate the company's $785 million revolving credit
facility due 2016," S&P said.

As of Dec. 31, 2011, the company had about $1.2 billion in
reported debt outstanding.

"The outlook revision to positive from stable reflects our
forecast for financial ratios to improve to levels indicative of
an 'intermediate' financial risk profile (based on our criteria)
over the next year," said Standard & Poor's credit analyst Brian
Milligan, "if the company's operating performance continues at its
current levels and if it maintains its current financial policies.
The speculative-grade ratings on CCA reflect our assessment that
the company's business risk profile continues to be 'fair' and
its financial risk profile remains 'significant,'" S&P said.

"Our financial risk assessment incorporates our forecast for
financial ratios to potentially improve to levels indicative of an
intermediate financial risk profile over the next year, which is
predicated on our expectation for management's financial policies
to remain moderate," S&P said.

"The outlook is positive, which reflects our forecast for
financial ratios to potentially improve to levels indicative of an
intermediate financial risk profile over the next year. The
outlook also incorporates our expectation for ongoing U.S.
government budget deficit issues to restrict meaningful core
revenue growth through at least 2013, which is constraining our
business risk profile assessment at fair," S&P said.

"We could raise our ratings if financial ratios improve to levels
indicative of an intermediate financial risk profile, including
adjusted total debt to EBITDA of about 2.5x. Based on fourth-
quarter fiscal 2011 results, EBITDA growth of 15% or debt
reduction of $175 million is necessary for adjusted leverage to
reach 2.5x. We could revise our outlook to stable if financial
ratios remain near current levels, which, according to our
forecast, would likely occur from a slightly more aggressive
financial policy as opposed to lower profitability," S&P said.


CYBERDEFENDER CORP: Common Stock Delisted from NASDAQ
-----------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Cyberdefender Corp.'s common stock on the
Exchange.

                        About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market.  The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.

The Company reported a net loss of $17.58 million on $39.88
million of total net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $31.21 million on $31.93 million
of total net revenue for the same period a year ago.

In regulatory filings, the Company disclosed $7.96 million in
total assets, $42.54 million in total liabilities, and a $34.58
million total stockholders' deficit, as of Sept. 30, 2011.

CyberDefender Corporation filed for Chapter 11 protection (Bankr.
D. Del. Case No. 12-10633) on Feb. 23, 2012.

The Company, which estimated up to $10 million in assets and up to
$50 million in liabilities as of the Chapter 11 filing,
concurrently announced that it has entered into an asset purchase
agreement with GR Match, an affiliate of Guthy-Renker, to sell
substantially all of its assets to GR Match.

GR Match has committed to provide up to $4.6 million in debtor-in-
possession financing.

XRoads Solutions Group, LLC serves as financial advisor to the
Company and Pachulski Stang Ziehl & Jones LLP (James E. O'Neill)
serves as bankruptcy counsel.


DAYBREAK OIL: Eliminates SVP, Exploration Position
--------------------------------------------------
Daybreak Oil and Gas, Inc., has eliminated the Company's position
of Senior Vice President, Exploration.  Robert N. Martin, the
Company's Senior Vice President, Exploration, prior to that
elimination, will continue to provide geological services to the
Company as a consultant on an as needed basis.

                         About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.

The Company reported a net loss of $1.2 million on $1.1 million
for the fiscal year ended Feb. 28, 2011, compared with a net loss
of $2.3 million for the fiscal year ended Feb. 28, 2010.  For the
nine months ended Nov. 30, 2011, the Company reported a net loss
of $822,246 on $1 million of oil and gas sales.

The Company's balance sheet at Nov. 30, 2011, showed $3.51 million
in total assets, $4.18 million in total liabilities, and a
$664,175 total stockholders' deficit.

As reported in the TCR on June 1, 2011, MaloneBailey, LLP, in
Houston, expressed substantial doubt about Daybreak Oil's ability
to continue as a going concern, following the Company's results
for the fiscal year ended Feb. 28, 2011.  The independent auditors
noted that the Company suffered losses from operations and has
negative operating cash flows.


DELTA PETROLEUM: Wants to Amend Bid Procedures
----------------------------------------------
BankruptcyData.com reports that Delta Petroleum filed with the
U.S. Bankruptcy Court an emergency motion to amend the previous
order approving procedures related to the sale of substantially
all of the Debtors' assets. The proposed amendments relate to
certain deadlines and a date relating to the back-up bids, and the
bid procedures to allow potential bidders to satisfy certain of
the requirements of a qualified bid by submitting a bid in the
form of a proposal for funding a plan of reorganization or
purchasing assets through a plan.

According to the filing, "The Debtors propose these Amended Bid
Procedures to facilitate their ability to maximize the value of
the Debtors' estates and the recoveries for creditors in these
cases by accounting for the latent value of the Tax Attributes."

The Court scheduled a March 22, 2012 hearing on the matter.

                       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.


DEX ONE: Franklin Resources Discloses 27.4% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Franklin Resources, Inc., and its affiliates
disclosed that, as of March 14, 2012, they beneficially own
13,770,362 shares of common stock of Dex One Corporation
representing 27.4% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/jib7W2

                         About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

The Company reported a net loss of $518.96 million in 2011
compared with a net loss of $923.59 million for the eleven months
ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.46 billion
in total assets, $3.47 billion in total liabilities, and a
$9.86 million total shareholders' deficit.


DEX ONE: To Utilize $76 Million to Repurchase Bank Debt
-------------------------------------------------------
On March 9, 2012, certain subsidiaries of Dex One Corporation, the
respective Agent, and the respective Lenders under each such
subsidiary's respective Credit Agreement entered into:

   (i) a First Amendment to the Credit Agreement, dated as of
       Oct. 24, 2007, as amended and restated as of Jan. 29, 2010,
       by and among Dex Media East, Inc., as borrower, the
       Company, Dex Media, Inc., the lenders from time to time
       parties thereto, and JPMorgan Chase Bank, N.A., as
       administrative agent;

  (ii) a First Amendment to the Credit Agreement, dated as of
       June 6, 2008, as amended and restated as of Jan. 29, 2010,
       by and among Dex Media West, Inc., as borrower, the
       Company, Dex Media, the lenders from time to time parties
       thereto, and JPMorgan Chase Bank, N.A., as administrative
       agent; and

(iii) a First Amendment to the Third Amended and Restated Credit
       Agreement, dated as of Jan. 29, 2010, by and among R.H.
       Donnelly Inc., as borrower, the Company, the lenders from
       time to time parties thereto, and Deutsche Bank Trust
       Company Americas, as administrative agent and collateral
       agent.

The Amendments, among other things, allow each of Dex East, Dex
West, and RHDI to repurchase and retire its respective bank debt
below par, subject to the procedures and conditions set forth in
the Amendments.

Under the terms and conditions of the Amendments, (i) Dex East is
commencing an offer to utilize up to $12.5 million to repurchase
its bank debt at a price of 50.5% to 54.5% of par, (ii) Dex West
is commencing an offer to utilize up to $23.5 million to
repurchase its bank debt at a price of 60.0% to 64.0% of par, and
(iii) RHDI is commencing an offer to utilize up to $40 million to
repurchase its bank debt at a price of 41.5% to 45.5% of par.  The
offers will expire at 5:00 p.m., New York City time, on Wednesday,
March 21, 2012, unless extended by each of Dex East, Dex West, or
RHDI.

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

The Company reported a net loss of $518.96 million in 2011
compared with a net loss of $923.59 million for the eleven months
ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.46 billion
in total assets, $3.47 billion in total liabilities, and a
$9.86 million total shareholders' deficit.


DEX ONE: S&P Cuts Corp. Credit Rating to 'CC'; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cary, N.C.-based Dex One Corp. and related entities to
'CC' from 'CCC+'. The rating outlook is negative.

"At the same time, we lowered our issue-level rating on Dex Media
East's $696 million outstanding term loan, Dex Media West's $320
million outstanding term loan, and R.H. Donnelley Inc.'s $958
million outstanding term loan due 2014 to 'C' from 'CCC'. The
recovery rating on these loans remains at '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P said.

"We also lowered the rating on Dex One Corp.'s subordinated $300
million notes due 2017 to 'C' from 'CCC-'. The recovery rating
remains at '6', indicating our expectation of negligible recovery
(0% to 10%) in the event of a payment default," S&P said.

"The rating action reflects our view that Dex One's credit
agreement amendment, which allows subpar repurchases of its term
debt and subordinated notes beginning March 9, 2012, suggests a
high probability of subpar buybacks," said Standard & Poor's
credit analyst Chris Valentine.

"The term loan and subordinated notes are trading at a very
significant discount to the par values, providing the company an
economic incentive to pursue a subpar buyback. Under Standard &
Poor's criteria, we would view these subpar buybacks as tantamount
to a default and lower the corporate credit rating to 'SD'
(selective default) upon commencement of a subpar repurchase of
term debt," S&P said.

"We view Dex One's rising debt leverage, low debt trading levels,
weak operating outlook, and declining discretionary cash flow as
indications of financial distress. We see significant risks of
continued structural and cyclical decline in the print directory
sector. Structural risks are manifested in increased competition
from online and other distribution channels as small business
advertising expands across a greater number of marketing
channels," S&P said.

"Under our base-case scenario, we expect Dex One's 2012 revenue
and EBITDA to show a mid-teens percentage and high-teens to low-
20% rate drop, reflecting ongoing advertising declines due to a
continued shift toward efficient digital platforms. Despite good
growth in online bookings, which amount to about 20% of total
bookings, we believe that total bookings will continue to decline
at a mid-teens percentage rate. Key to our view is that we do not
believe digital booking growth will offset print booking declines
because Dex One has not been able to convert a significant portion
of its print customer relationships into digital customers. As a
result, we expect the EBITDA margin will deteriorate at an
increasing rate, leverage will continue to rise, and discretionary
cash flow will contract further," S&P said.

"Pro forma for the company's debt restructuring (eliminating the
effect of GAAP (generally accepted accounting principles)
accounting after restructuring), revenues declined 17.5% and
EBITDA fell 10.8% in the quarter ended Dec. 31, 2011 year over
year. This was largely because of customer attrition, reduced
advertiser renewals, and negative secular trends affecting
directories," S&P said.

"Though Dex One has reduced costs, the EBITDA margin fell to 42%
for the 12 months ended Dec. 31, 2011, from 45%. Dex One's
adjusted debt to EBITDA rose to 4.2x as of Dec. 31, 2011, from
3.5x a year ago, mainly due to EBITDA declines. We expect leverage
to increase in 2012 to almost 5x, as we don't think debt
repayments will offset EBITDA declines," S&P said.


DLH MASTER: Blaming Lawyer Didn't Save Late-Filed Proof of Claim
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Circuit Court of Appeals in New Orleans
ruled on March 13 that when a bank received several notices about
the last day for filing a proof of claim, the creditor couldn't
blame its lawyer to resurrect a late-filed claim.

According to the report, the bank received a first notice in
February about the last day for filing a claim in June. The claim
was filed 42 days late.  The bankruptcy judge said that the bank
itself had notice of the bar date and thus couldn't blame the late
filing on inadvertence of counsel.  The district court upheld
dismissal of the claim.

The report relates that on appeal, the appellate court in New
Orleans didn't countenance an argument that the bank shouldn't be
penalized for fault of counsel.  In an unsigned opinion that won't
be officially published, the appeals court said the bankruptcy
court hadn't abused its discretion in disallowing a late claim.

The case is Bank of America NA v. Allen Capital Partner LLC
(In re DLH Master Land Holdings LLC), 11-10781, 5th U.S. Circuit
Court of Appeals (New Orleans).

                        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.


DREAM TREE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Dream Tree Academy, Inc.
          dba Dream Tree Academy
        115 W. Jericho Turnpike
        Huntington Station, NY 11746
        Tel: (631) 766-2527

Bankruptcy Case No.: 12-71547

Chapter 11 Petition Date: March 15, 2012

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

Judge: Alan S. Trust

Debtor's Counsel: James E. Hurley, Jr., Esq.
                  LAW OFFICES OF JAMES E. HURLEY, JRR PLLC
                  75 Maiden Lane, Suite 210
                  New York, NY 10038
                  Tel: (212) 402-6822
                  Fax: (212) 402-6823
                  E-mail: Jim@JEHurleylaw.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 Chae, general manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
JJMM International Corporation        11-76540            09/14/11


EDUCATION MANAGEMENT: Moody's Assigns 'B2' Rating to Term Loan
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Education
Management LLC's proposed senior secured term loan due 2018.
Moody's also affirmed the company's B2 corporate family rating, B2
probability of default rating, the B2 ratings on the existing
senior secured bank debt, and the Caa1 rating on the senior
unsecured notes. The ratings outlook was revised to stable from
negative. The speculative grade liquidity rating was affirmed at
SGL-3.

The stabilization of the rating outlook considers that the
proposed transaction improves Education Management's debt maturity
profile through the repayment of the company's $349 million term
loan due 2013 while potentially adding approximately $43 million
to its cash balance if the full $400 million accordion is used.
The next significant debt maturity is not until 2014. The senior
secured credit facilities will mature on March 1, 2014 if the
company does not refinance the $375 million 8.75% senior notes due
2014 on or prior to this date.

The transaction does not materially change credit metrics or cash
flow. Moody's calculates pro forma debt to EBITDA of 3.4 times for
the twelve months ended December 31, 2011 (includes Moody's
standard adjustments). The ratings assume that leverage will peak
around 4.0 times over the next 12 to 18 months before it begins to
improve as enrollments gradually recover.

Rating assigned:

Proposed $350 million senior secured term loan due 2018 at B2
(LGD3, 46%)

Ratings affirmed:

Corporate family rating at B2

Probability of default rating at B2

Speculative grade liquidity rating at SGL-3

$328 million senior secured revolving credit facility due 2015 at
B2 (LGD3, 46%)

$749 million senior secured term loan due 2016 at B2 (LGD3, 46%)

$114 million senior secured revolving credit facility due 2012 at
B2 (LGD3, 46%)

$375 million senior unsecured notes due 2014 at Caa1 (LGD6, 92%)

Rating to be withdrawn:

$349 million senior secured term loan due 2013 at B2 (LGD3, 46%)

RATINGS RATIONALE

Education Management's B2 corporate rating reflects declining
enrollment and profitability levels and an associated
deterioration in credit metrics. The company faces heightened
regulatory/legal risk given its reliance on Title IV student loans
and there is the potential for increased competition from non-
profit institutions in the wake of negative industry press. The
rating incorporates increased industry regulation and oversight in
the form of the Department of Education ("DOE") new gainful
employment rules and concerns over the company's ability to
maintain compliance with other ongoing regulatory requirements. In
addition, Title IV programs are generally dependent on
government's willingness to invest in education and are subject to
political and budgetary concerns. Education Management's rating is
supported by its business position as one of the largest providers
of post-secondary education in the U.S., significant scale with
revenues close to $3.0 billion, the diversity of its academic
programs, and credit metrics that are generally strong for the
ratings category.

The SGL-3 speculative grade liquidity rating reflects Moody's view
that Education Management will maintain an adequate liquidity
profile over the next twelve months supported by a fairly large
unrestricted cash balance, expectations for modest positive free
cash flow (before changes in restricted cash) and continued
compliance under financial covenants, albeit, with reduced cushion
due to EBITDA declines and covenant step-downs. Weighing on the
liquidity profile is the limited excess capacity under the
company's revolving credit facility. Also, the company recently
completed a $150 million and $50 million secured letter of credit
line due November 2013 and March 2014, respectively, that reduced
the unrestricted cash balance by $210 million.

The stable outlook reflects Moody's expectation that enrollment
trends will begin to show signs of improvement over the next 6 to
12 months, EBITDA declines will be within expectations, and that
the company will maintain an adequate liquidity profile, including
compliance with the financial covenants governing its bank debt
and a successful refinancing of its senior unsecured notes due
2014.

Moody's could downgrade Education Management's ratings if
enrollment trends do not show signs of improvement and/or the
company is unable to manage its costs such that there is a
sustained deterioration in operating performance, resulting in
debt to EBITDA approaching 5.0 times. The ratings could also be
downgraded if liquidity deteriorates.

The ratings could experience positive pressure if there is a
sustained improvement in Education Management's enrollment trends
that leads to a rebound in operating performance such that debt to
EBITDA is reduced below 3.5 times, if the company improves its
liquidity profile through expanded free cash flow and covenant
cushion, and if it addresses 2014 debt maturities.

The principal methodology used in rating Education Management LLC
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.

Education Management LLC, based in Pittsburgh, Pennsylvania, is
one of the largest providers of private post-secondary education
in North America, based on student enrollment and revenue. The
company had revenues of approximately $2.9 billion for the twelve
months ended December 31, 2011.


ENERGY CONVERSION: Court Approves Solar Business Sale Procedures
----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Energy Conversion Devices' motion for an order (a) establishing
bidding procedures related to the sale of the stock or assets of
the Debtors' solar business unit; (b) authorizing the Debtors to
enter into a stalking horse agreement; (c) approving break-up fee
and expense reimbursement related to the sale and (d) scheduling a
May 2, 2012 sale hearing.

                  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.


EQUITABLE LIFE: A.M. Best Affirms FSR of 'B'; Outlook Stable
------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the issuer credit rating (ICR) of "bb+" of Equitable Life
& Casualty Insurance Company (Equitable Life & Casualty) (Salt
Lake City, UT). A.M. Best also has affirmed the financial strength
rating (FSR) of B (Fair) of Equitable Life & Casualty. The outlook
for the FSR is stable.

The revised outlook for the ICR reflects Equitable Life &
Casualty's return to profitability in 2011 and the corresponding
increase in its capital and surplus, which has resulted from the
implementation of business improvement initiatives. These
initiatives included exiting the long-term care segment,
implementing premium rate increases on closed long-term care
blocks, reinsuring a block of life insurance business, increasing
its third-party administration revenue and materially reducing
general expenses. While operating results have stabilized, A.M.
Best believes the company will continue to be challenged to manage
its run-off long-term care business.

Equitable Life & Casualty currently markets Medicare supplement,
final expense whole life and cancer, hospital indemnity and short-
term care cash products in rural and suburban areas of the United
States.

Future positive rating actions could occur if Equitable Life &
Casualty significantly grows its risk-adjusted capital and surplus
level while increasing profitability and successfully managing its
run-off long-term care business. Alternatively, negative rating
actions could occur if the company's profitability trends downward
or if its modest risk-adjusted capital and surplus level
deteriorates.


ESSEX PROPERTY: Fitch Currently Rates Preferred Stock 'BB+'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BBB' rating to the $200 million
senior unsecured private placement notes issued by Essex Portfolio
L.P., the operating partnership of Essex Property Trust, Inc.
(NYSE: ESS).

The private placement notes have a nine-year term and a delayed
funding schedule as follows:

  -- $100 million on April 30, 2012 at a rate of 4.27%;
  -- $50 million on June 29, 2012 at a rate of 4.30%;
  -- $50 million on August 30, 2012 at a rate of 4.37%.

The company plans to use the proceeds for general corporate
purposes including the repayment of a portion of the outstanding
balance on its unsecured line of credit.

Fitch currently rates the company as follows:

Essex Property Trust, Inc.

  -- Issuer Default Rating (IDR) 'BBB';
  -- Preferred stock 'BB+'.

Essex Portfolio L.P.

  -- IDR 'BBB';
  -- Unsecured revolving credit facility 'BBB';
  -- Senior unsecured notes 'BBB';
  -- Senior unsecured term loans 'BBB'.

The Rating Outlook is Positive.

The Positive Outlook is driven by Fitch's expectation that ESS'
near- to medium-term credit profile will improve to a level more
consistent with a rating of 'BBB+', due to healthy apartment
fundamentals combined with management's commitment to a
conservative balance sheet, and growth in the unencumbered asset
pool.

ESS' leverage levels have declined, fixed charged coverage has
improved, and the company maintains strong level of unencumbered
assets that provides solid coverage of unsecured debt.  Further
supporting the ratings are the company's solid management team and
long-term track record as astute operators and capital allocators
in the multifamily sector.

ESS' ratings are also supported by its strategy of owning assets
in supply constrained, high barrier to entry, West Coast markets.
Fitch views the strategy of owning assets in supply-constrained
coastal markets as a credit positive as these markets also exhibit
solid demand factors such as high cost of for-sale single-family
housing and proximity to solid job growth markets.

For full-year 2011, fixed-charge coverage (defined as recurring
operating EBITDA less Fitch's estimate of recurring capital
improvements divided by interest incurred and preferred stock
distributions) was 2.6 times (x), which is strong for the 'BBB'
rating, and is expected to rise to 2.8x in 2013 and 3.1x in 2014.
Fixed-charge coverage was 2.4x and 2.1x for the years ended Dec.
31, 2010 and 2009, respectively.  In a stress case not anticipated
by Fitch resulting in negative same-store NOI, fixed-charge
coverage could sustain below 2.3x, which would be appropriate for
a 'BBB' IDR.

ESS' net debt to recurring LTM operating EBITDA for the year ended
Dec. 31, 2011 was 7.6x, and was 6.9x based on annualized 4Q'11
EBITDA due to significant acquisitions and development completions
during the course of the year. Leverage was 8.3x, 7.1x and 6.4x as
of Dec. 31, 2010, 2009 and 2008, respectively.  Fitch projects
that leverage will decline to 6.7x in 2013 and 6.2x in 2014, which
is more appropriate for a 'BBB+' rated multifamily REIT with ESS'
geographic concentration.  In a stress case not anticipated by
Fitch resulting in negative same-store NOI, leverage could sustain
above 8.0x, which would be appropriate for a 'BBB-' IDR.

Further supporting the ratings is a high ratio of unencumbered
assets to unsecured debt.  Based on applying a 7.5% cap rate to
annualized fourth-quarter 2011 unencumbered net operating income
(NOI), ESS' unencumbered assets covered unsecured debt 3.0x.  The
unencumbered pool is growing as the company replaces maturing
secured debt with unsecured debt and funds new acquisition and
development with equity and unsecured debt.

ESS has a manageable debt maturity schedule with only 13.4% of
total debt (including pro rata share of JV debt) maturing from
Jan. 1, 2012 through Dec. 31, 2013.  Fitch calculates that ESS'
sources of liquidity (unrestricted cash, availability under its
unsecured revolving credit facility, and expected retained cash
flows from operating activities after dividend distributions)
exceed uses of liquidity (pro rata share of debt maturities,
remaining non-discretionary development expenditures and expected
recurring capital expenditures) by $552 million from Jan. 1, 2012
through Dec. 31, 2013, resulting in a liquidity coverage ratio of
1.2x, which is appropriate for the 'BBB' rating.

The ratings are supported by strong multifamily fundamentals in
ESS' markets. ESS' same-property NOI increased by 5.5% in 2011.
Fitch anticipates that fundamentals will remain strong due to
moderate job growth, limited new supply, and a high cost of for-
sale single-family housing in ESS' markets.  The ratings also
point to the strength of ESS' long-tenured management team,
including senior officers and property and leasing managers.

Offsetting these credit strengths are the company's high levels of
secured debt, geographically concentrated portfolio, and growing
active development pipeline.

ESS historically has been primarily a secured borrower but began
shifting in 2011 to an unsecured funding model.  Including $150
million outstanding in its line of credit, the company currently
has $615 million (26% of total debt) of unsecured debt on its
balance sheet, compared to total debt of $2.4 billion.  The 26% is
low relative to multifamily REIT peers that generally maintain 50%
or more of total debt as unsecured.

Essex's current unsecured debt consists of term loans, private
placement notes, and its unsecured credit facility.  Fitch
anticipates that the company will raise additional term loans and
private placement notes in 2012 before completing a standard,
public REIT unsecured bond offering in 2013.

Although Fitch highlights the company's supply-constrained market
focus strategy as a credit positive, this is somewhat offset by
the geographic concentration in Southern California (47.3% of NOI
including JV's at 100%), San Francisco Bay Area (32.5%), and the
Seattle metropolitan area (16.8%). 79.8% of same store NOI in 2011
was derived from the state of California (Fitch rates California's
general obligation bonds 'A-'; Outlook Stable). While ESS' SSNOI
performance has exceeded a market-weighted PPR index, Fitch notes
the seismic risks of the state and the potential for government
budget dynamics to pressure property taxes.

The company maintains an active development pipeline, with total
development cost representing 10.5% of total consolidated assets,
with $282.6 million remaining to be spent, or 7% of total assets
as of Dec. 31, 2011.  However, all of the current development
pipeline is within JV's, and based on Essex's pro rata share,
remaining costs to Essex are $148 million, or 3.7% of total
assets.  These ratios were as large as 20.5% total cost and 13.2%
remaining cost in first-quarter 2008.  Should demand decrease in
Essex's markets prior to completion, these projects could serve as
a drag on cash flows due to longer than projected lease-up at less
favorable rental rates.

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

The following factors may result in an upgrade to 'BBB+':

  -- Net debt to recurring operating EBITDA sustaining below 7.0x
     (as of Dec. 31, 2011 leverage was 6.9x based on annualized
     4Q'11 EBITDA);

  -- Fixed charge coverage sustaining above 2.5x (coverage in 2011
     was 2.6x);

  -- Consistent access to multiple sources of capital, including
     unsecured notes, term loans and common equity.

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

  -- Leverage sustaining above 8.0x;

  -- Coverage sustaining below 2.0x;

  -- If operating fundamentals relapse similar to the environment
     of 2009 in the near term, rather than remaining strong as
     currently expected;

  -- A liquidity shortfall.


ESTERLINE TECH: Moody's Raises CFR to 'Ba1'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded Esterline Technologies
Corporation's ratings including its corporate family and
probability of default ratings to Ba1 from Ba2 reflecting the
progress the company has made in reducing debt and expectation of
continued debt reduction from ample free cash flow generation. The
speculative grade liquidity rating remains SGL-2. The rating
outlook changed to stable from positive.

The following ratings were upgraded:

Corporate family rating, to Ba1 from Ba2

Probability of default rating, to Ba1 from Ba2

$250 million senior unsecured notes due 2020 to Ba2 (LGD-5, 76%),
from Ba3 (LGD-5, 77%)

$175 million senior unsecured notes due 2017 to Ba2 (LGD -5, 76%),
from Ba3 (LGD-5, 77%)

Rating unchanged:

SGL-2 Speculative Grade Liquidity

RATINGS RATIONALE

The ratings upgrade recognizes Esterline's aforementioned debt
reductions leading to leverage credit metric improvement since the
largely debt-financed acquisition of The Souriau Group, based in
France, in mid-2011. The ratings include the expectation of
continued overall operating performance in line with a Ba1 rating
level including moderate leverage, EBITDA margins in the mid-teens
and sustainment of a good liquidity profile. The rating does
consider a degree of revenue/earnings volatility from order
deferrals and negative pressure on U.S. and European defense
budgets.

The Ba1 rating reflects Esterline's well-established and
diversified position across platforms and geographies within its
primary aerospace and defense markets as well as roughly 15%
exposure to industrial and other end-markets. The strength in the
commercial aerospace business and near-term retrofit business on
key defense program platforms also underlie the ratings. The key
risk factors considered in the ratings include the fiscal budget
pressures on defense spending both in the U.S. and Europe, overall
global macroeconomic uncertainty; as well as Souriau acquisition
integration risk (the largest in the company's history) which
appears to be performing in line with the company's expectations
according to management.

The stable outlook is supported by Esterline's good liquidity
profile as well as degree of revenue visibility provided by its
backlog and expectation that demand increase in the commercial
aerospace market more than offsets any mid-term softness in
defense demand.

Esterline's SGL-2 liquidity rating recognizes the expectation of
continued healthy free cash flow generation over the next twelve
months, cash balances well in excess of $150 million on the
balance sheet and ample covenant headroom anticipated over the
next four quarters. The SGL-2 rating also reflects increased
availability under the $460 million revolving credit facility due
to revolver paydowns. Moody's notes that the current drawings are
largely related to the Souriau acquisition and not for working
capital needs as the company has ample internal liquidity sources
to address those requirements. Esterline does not have any
meaningful near-term debt maturities scheduled until 2016.

Although not anticipated over the near term, factors that could
lead to a positive outlook or stronger ratings include
demonstrating an ability to achieve a consistent sales growth
trend while maintaining strong margins and ample free cash flow
generation, lowering its debt/EBITDA to 2.5 times and
demonstrating EBIT/interest coverage at or above 4.5 times on a
sustained basis. Developments that could establish negative
pressure on the ratings include significant declines in revenues
and margins, a meaningful reduction in free cash flow or an
elevation of its debt/EBITDA above 3.5 times on a sustained basis
and EBIT/interest falling to the 3.3 times level.

The principal methodology used in rating Esterline Technologies
Corporation was the Global Aerospace and Defense Methodology,
published June 2010. Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Esterline Technologies Corporation, headquartered in Bellevue WA,
serves aerospace and defense customers with products for avionics,
propulsion and guidance systems. The company operates in three
business segments: Avionics and Controls, Sensors and Systems and
Advanced Materials. Revenues for the twelve months ending January
28, 2012 totaled $1.8 billion. Proforma for the acquisition of
Souriau, revenues roughly approximate $2 billion.


F & M FARMS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: F & M Farms, an Arizona Partnership
        P.O. Box 970
        Parker, AZ 85344

Bankruptcy Case No.: 12-05036

Chapter 11 Petition Date: March 14, 2012

Court: United States Bankruptcy Court
       District of Arizona (Yuma)

Judge: Eileen W. Hollowell

Debtor's Counsel: Thomas H. Allen, Esq.
                  ALLEN, SALA & BAYNE, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  E-mail: tallen@asbazlaw.com

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

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

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

The petition was signed by Miguel Baldenegro, member of Fernke
Farms, LLC, partner.


FHC HEALTH: S&P Affirms 'B' Counterparty Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services raised its senior secured debt
ratings on FHC Health Systems Inc.'s (FHC) $175 million first-lien
term loan and $10 million revolving credit facility to 'BB-' from
'B+'. "At the same time, we affirmed the 'B' counterparty credit
rating on FHC. The outlook remains stable. In addition, the 'CCC+'
senior secured debt rating on the company's $89 million second-
lien term loan remains unchanged," S&P said.

"The upgrade on FHC's first-lien term loan and revolving credit
facility resulted from our updated recovery analysis, which
indicated an upgrade in the recovery rating to '1' (90%-100%
nominal recovery expectation) from '2' (70%-90% nominal recovery
expectation). The decline in the balance outstanding on the first-
lien term loan, which declined about $23 million to $47.5 million
at year-end 2011 from $70.6 million in 2010, therefore increasing
the recovery expectation to above 90%, led us to raise the
recovery rating," S&P said.

"The counterparty credit rating on FHC reflects the company's
established business presence; focused operational skills in
managing behavioral health care; adequate cash flow; and
stabilized, though diminished, earnings profile," said Standard &
Poor's credit analyst Neal Freedman. "However, partly mitigating
these financial and business strengths are our expectation that
the company will have a very tight cushion relative to the debt-
to-EBITDA covenant in its first-lien term loan as well as its weak
balance-sheet characteristics and its high client concentration."

"The stable outlook reflects our expectations that, in 2012, FHC
will meet debt leverage of 70%-75%, debt to EBITDA of about 2.0x,
and EBITDA interest coverage of 3.8x-4.2x (3.2x-3.6x including
imputed interest on operating leases), which we regard as
conservative to the rating. However, we also expect that the
company will use most, if not all, of its free cash flow in 2012
to repay debt. Debt repayment allows FHC to meet the debt-to-
EBITDA covenant on its first-lien bank loan, which is very tight
in the first quarter 2012. The covenant becomes more restrictive
in the fourth quarter of 2012," S&P said.

"Based on the company's track record of meeting or exceeding
expectations, we believe that FHC will generate sufficient free
cash flow to avoid a covenant violation and provide a very tight
covenant cushion in the first quarter of 2012 as well as provide a
moderate cushion for the remainder of 2012," S&P said.

"Although unlikely, if we believe the company's results are
falling short of these expectations during the next three to six
months, raising the prospect of a covenant violation, we could
lower the rating by one or more notches," S&P said.


FINIS INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Finis Investments, LLC
        5435 Sea Biscuit Road
        Palm Beach Gardens, FL 33418

Bankruptcy Case No.: 12-16244

Chapter 11 Petition Date: March 15, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr

Debtor's Counsel: Brian K. McMahon, Esq.
                  BRIAN K. MCMAHON, P.A.
                  6801 Lake Worth Rd #315
                  Lake Worth, FL 33467
                  Tel: (561) 642-3000
                  Fax: (561) 965-4966
                  E-mail: briankmcmahon@gmail.com

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

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

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

The petition was signed by John Termotto, managing member.


FORD MOTOR: S&P Keeps 'BB+' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings assigned its 'BBB' issue-level rating to
Ford Motor Co.'s $9.3 billion revolving credit facilities
consisting of about $300 million due Nov. 2013 and $9.0 billion
due November 2015. "At the same time, we assigned our recovery
rating of '1' on both revolving credit facilities, indicating our
expectation that lenders would receive very high (90% to 100%)
recovery in the event of a payment default," S&P said.

"The facilities replace Ford's existing revolving credit
facilities. The credit facilities are guaranteed by Ford's
principal U.S. subsidiaries and secured by a lien on substantially
all personal property owned by Ford and the guarantors," S&P said.

"The BB+/Stable/-- corporate credit rating on the Michigan-based
automaker reflects, among other things, Ford's prospects for
generating free cash flow and profits in its global automotive
manufacturing business because of improvement in its U.S.
competitive position, but also challenges in Europe and
substantial underfunded post retirement obligations. We assume
that Ford can sustain its pretax EBIT margin in the mid-single
digit area in total for automotive operations, and avoid large
losses in Europe," S&P said.

RATING LIST
Ford Motor Co.

Corporate credit rating             BB+/Stable/--

Rating Assigned

$300 mil. revolving notes due 2013   BBB
Recovery rating                     1
$9.0 bil. revolving notes due 2015   BBB
Recovery rating                     1


G & G QUALITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: G & G Quality Clothing Inc.
        500 Flushing Avenue
        Brooklyn, NY 11205

Bankruptcy Case No.: 12-41845

Chapter 11 Petition Date: March 15, 2012

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

Judge: Jerome Feller

Debtor's Counsel: Edward E. Neiger, Esq.
                  NEIGER LLP
                  151 West 46th Street, 4th Floor
                  New York, NY 10036
                  Tel: (212) 267-7342
                  Fax: (212) 918-3427
                  E-mail: eneiger@neigerllp.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-41845.pdf

The petition was signed by Yonah Glauber, president.


GENESIS AGGREGATE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Genesis Aggregate Sales & Construction, LLC, a Texas LLC
        P.O. Box 963
        Mountainair, NM 87036

Bankruptcy Case No.: 12-11001

Chapter 11 Petition Date: March 14, 2012

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: Linda S. Bloom, Esq.
                  LINDA S. BLOOM, P.A.
                  P.O. Box 218
                  Albuquerque, NM 87103-0218
                  Tel: (505) 764-9600
                  Fax: (505) 243-2332
                  E-mail: lbloom@spinn.net

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nmb12-11001.pdf

The petition was signed by David Ross Pettingill, Sr., manager.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Pettingill Enterprises Inc.            12-10515   02/14/12
David R. Pettingill and
  Pamela Pettingill                    12-10549   02/16/12


GLOBAL PROTECTION: Meeting to Form Creditors Committee March 29
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 29, 2012, at 1:00 p.m. in
the bankruptcy case of Global Protection USA, Inc. fka Global
Protection Acquisition, Inc.  The meeting will be held at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         21st Floor, Room 2106
         Newark, NJ 07102

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

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

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

                      About Global Protection

Global Protection USA, Inc., filed a Chapter 11 petition
(Bankr. D. N.J. Case No. 12-16322) on March 12, 2012 in Camden,
New Jersey. Ira Deiches, Esq., at Haddonfield, in New Jersey,
serves as counsel to the Debtor.  The Debtor disclosed $3,252,901
in assets and $5,440,617 in liabilities.  The petition was signed
by Stephen Guarino, president.


GREDE HOLDINGS: Moody's Assigns 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Grede
Holdings, LLC  -- Corporate Family and Probability of Default
Ratings at B1. In a related action, Moody's assigned a B2 rating
to the new $250 million senior secured term loan. The proceeds
from the senior secured term loan will be used to partially repay
existing debt, fund a distribution to the shareholders, and pay
fees and expenses related to the transaction. The rating outlook
is stable.

The following ratings were assigned :

Corporate Family Rating, B1;

Probability of Default, B1;

B2 (LGD4, 60%), for the $250 million senior secured term loan

RATING RATIONALE

The B1 Corporate Family Rating incorporates the expectation of
Grede generating strong interest coverage and modest debt leverage
following the financing of the proposed shareholder distribution.
The ratings are balanced by the company's exposure to the cyclical
automotive and commercial vehicle industries, relatively modest
size, and acquisitive history. Grede has been a consolidator of
casting assets over the recent years, creating a leading industry
participant. Through 2011, Grede has demonstrated its ability to
integrate these acquisitions, supported by a recovering automotive
and commercial vehicle industry in North America. Moody's expects
these markets to continue their recovery through 2012. In
addition, management has indicated that they have negotiated
improved raw material pass through mechanisms and purchasing
processes, thereby limiting cost increase risk. Yet, the industry
remains fragmented with a number of similarly sized domestic
casting companies and importers. While management indicates the
company has a diverse customer base with no one customer
accounting for more than 9% of total sales, concentrations with
end market OEMs are likely higher. Pro forma for the contemplated
transaction, EBIT/interest coverage (including Moody's standard
adjustments) for the FYE 2011 approximates 5.2x, and Debt/EBITDA
approximates 3.0x.

The stable outlook incorporates Grede's relatively strong credit
metrics for the assigned rating and adequate liquidity profile.
The company's strong credit metrics help to mitigate the risks of
the company's relatively modest revenue base and the cyclicality
of the company's passenger car and commercial vehicle end markets.
Additionally, the company's liquidity profile is expected to
provide sufficient operating flexibility to manage through the
potential risk of a more modest general economic recovery than
currently being experienced in North America.

Grede is expected to have an adequate liquidity profile over the
near term supported by anticipated free cash flow generation and
availability under the asset based revolving credit facility.
Moody's believes that Grede's strong operating margins and capital
expenditure requirements will support free cash flow generation
over the next twelve months. Cash balances following the close of
the transaction along with borrowing base availability under the
$90 million asset based revolving credit facility should provide
necessary operating flexibility over the near-term. Financial
covenants under the term loan are anticipated to include a maximum
total leverage test and a minimum fixed charge coverage test.
Alternate liquidity is limited as essentially all of the company's
assets secure the credit facilities.

An improvement in Grede's rating or outlook is limited by the
company's relatively small scale, and the cyclical nature of the
casting, automotive, and commercial vehicle markets. Yet, the
outlook or rating could improve if the company is able to sustain
EBIT/Interest above 5x and Debt/EBITDA below 3.0x while
demonstrating a financial policy that is focused on debt reduction
rather than shareholder returns.

The outlook or rating could be lowered if North American
automotive production levels do not improve as anticipated or if
the company encounters problems with the integration of recent
acquisitions, resulting in substantially weaker profitability or a
deterioration in liquidity. If operations were to weaken such that
debt/EBITDA were to approach 4x and free cash flow generation was
not realized, the company's rating and/or outlook could be
lowered. Additional shareholder distributions could also lower the
company's rating or outlook.

The principal methodology used in rating Grede Holdings, LLC was
the Glboal Automotive Supplier Industry Methodology published in
January 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Grede Holdings, LLC., headquartered in Southfield, Michigan, is a
leading manufacturer of cast, machined and assembled components
for the transportation and industrial markets. The company is a
full-service supplier with design for manufacturing, engineering,
machining, and manufacturing capabilities, operating 20 facilities
throughout North America with approximately 5,100 employees. Grede
is majority owned by a private investment fund managed by Wayzata
Investment Partners LLC.


GUNDLE/SLT ENVIRONMENTAL: S&P Raises Corp. Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Houston-
based Gundle/SLT Environmental Inc. (GSE) from CreditWatch, where
it placed them with positive implications on Nov. 30, 2011, after
the company announced its IPO filing. "We then raised our
corporate credit rating on GSE by one notch to 'B' from 'B-'. The
outlook is stable," S&P said.

"We also raised our issue ratings on the company's senior secured
debt to 'B' (same as the corporate credit rating) from 'B-'. The
recovery rating remains '3', indicating our expectation of
meaningful (50% to 70%) recovery in the event of a default. We
raised our issue rating on the company's second-lien debt to 'B-'
(one notch lower than the corporate credit rating) from 'CCC+'.
The recovery rating remains '5', indicating our expectation of
modest (10% to 30%) recovery in the event of a default," S&P said.

"These rating actions follow the company's successful completion
of its IPO and use of a significant portion of the proceeds to
repay debt, including a $20 million prepayment on its senior
secured second-lien notes," said Standard & Poor's credit analyst
James Siahaan. "As a result, the company's financial risk profile
has improved: GSE's pro forma total adjusted debt to EBITDA ratio
as of Sept. 30, 2011, was 3.7x compared with 5.1x in the same
period before the IPO and debt reduction."

"The corporate credit rating on GSE reflects our view of the
company's business risk as 'fair' and its financial risk as
'aggressive'. We believe that steady demand from GSE's mining,
solid waste management, and liquid containment end markets will
continue over the next year and that and that the company could
establish a track record of steady improvement in revenue,
earnings, and cash flow," S&P said.

"With annual sales of about $465 million, GSE is one of the
largest participants in the global geosynthetics market. The
company is a global producer of geomembrane liners, with
applications in solid waste containment (about 37% of total
sales), mining (28%), environmental containment (16%),
liquid containment (16%), hazardous waste (2%), and other (1%).
GSE derives more than 60% of its sales from non-U.S. markets,
though some customer concentration partially offsets this
geographic diversity; its top 10 customers account for about 25%
of revenues. The geomembrane market is price competitive and has
modest barriers to entry, including the ability to navigate
government regulation, the need to establish good customer
relationships, and the high replacement cost of production lines
and operations. GSE's competitors include privately owned regional
companies," S&P said.

"The stable outlook reflects our view that GSE's end-market demand
will continue to be solid and its operating performance will
offset high raw material costs. 'Over the next year, we expect the
company to benefit from gradual economic recovery, resulting in
growth in revenue, earnings, and cash flow," Mr. Siahaan
continued. "The company's liquidity is adequate and its debt
maturity profile is manageable, with no major maturities until
2016. We could raise ratings if GSE sustains its recent
improvement in profitability over the next few quarters and if it
generates FFO to debt that continually exceeds the 10% to 15%
range that we expect for the current ratings. On the other hand,
we could lower the ratings if unexpected rises in raw material
prices or weak demand cause covenant headroom and liquidity to
erode meaningfully. We estimate that if revenues remain flat and
operating margins decline by roughly 170 basis points, then the
level of headroom could become tight enough to warrant a
downgrade."


HARDAGE HOTELS I: Taps Haynes and Boone as Chapter 11 Counsel
-------------------------------------------------------------
Hardage Hotels I, LLC, asks the Court for authority to employ:

          Trey A. Monsour, Esq.
          Abigail Ottmers, Esq.
          Jarom Yates, Esq.
          HAYNES AND BOONE, LLP
          2323 Victory Avenue, Suite 700
          Dallas, Texas 75219
          Telephone: 214.651.5000
          Facsimile: 214.200.0350
          E-mail: trey.monsour@haynesboone.com
                  abigail.ottmers@haynesboone.com
                  jarom.yates@haynesboone.com

as bankruptcy attorneys.

Haynes and Boone was initially engaged on a pre-petition basis to
provide advice concerning financial restructuring to the Debtor.
Haynes and Boone has expended significant resources over the past
few weeks working with the Debtor to prepare for the possibility
that the bankruptcy case might be filed.  In the process, Haynes
and Boone has become very familiar with the Debtor's business
operations and financial affairs and many of the legal issues that
will likely arise in the context of the Chapter 11 case.

The principal attorneys and paralegal presently designated to
represent the Debtor are: (a) Trey A. Monsour, Bankruptcy Partner;
(b) Abigail Ottmers, Bankruptcy Associate; (c) Jarom Yates,
Bankruptcy Associate; (d) Kim Morzak, Bankruptcy Paralegal.

Haynes and Boone will be paid pursuant to a blended rate cap not
to exceed $495 per hour for all attorneys and will not charge for
travel time.  The Firm has agreed to cap the hourly rates of all
paralegals at $175 per hour, which could result in a sizable
savings to the Debtor's estate.

Haynes and Boone was paid $97,875 as a retainer by the Debtor for
work to be performed in connection with preparing to file the
Chapter 11 case.  Haynes and Boone has drawn against that retainer
in the amount of $91,809 for the payment of fees and costs of the
firm and outside vendors.  Haynes and Boone will hold the
remaining $6,065 of the retainer in trust for the Debtor pending
further Court order.

Haynes and Boone was retained to represent the Debtor on Feb. 14,
2012.

To the best of the Debtor's knowledge, Haynes and Boone does not
represent or hold any interest adverse to Debtor, its estate,
creditors, equity security holders, or affiliates in the matters
upon which Haynes and Boone is to be engaged, and is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code, as modified by section 1107(b) of the
Bankruptcy Code, and as required by section 327(a) of the
Bankruptcy Code.

                      About Hardage Hotels I

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  Hardage is a hotel
and real estate development company headquartered in San Diego,
California.  Hardage operates seven hotels in seven states under
the brand of "Chase Suites".  The hotels are located in El Paso,
Texas; Overland Park, Kansas; Newark, California; Kansas City,
Missouri; Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.

Hardage operates the hotels under the "Chase Suites" name pursuant
to franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest is
the lender under a $5.74 million Dublin loan agreement, a $5.3
million Lincoln loan agreement, and an $11.5 million El Paso loan
agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November, OneWest sought foreclosure of, and a receiver for,
the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $50 million to $100 million in debts.  The petition
was signed by Samuel A. Hardage, president.


HARDAGE HOTELS I: Hires Transitional Finance Partners as Advisor
----------------------------------------------------------------
Hardage Hotels I, LLC, seeks Court authority to employ
Transitional Finance Partners, LLC, as financial advisor pursuant
to the terms of an engagement letter dated March 6, 2012.  Hardage
needs TFP to assist it in the evaluation of strategic alternatives
and to render financial advisory and consulting services to
Hardage in connection with its restructuring efforts.

Since the retention, TFP has provided various financial advisory
services, including advice and financial analysis in connection
with the commencement of the Debtor's Chapter 11 case.  Hardage
expects that TFP, in its role as financial advisor, will continue
to provide those services.

For just under the last two years, TFP has performed work for The
Hardage Group and its affiliates, which is comprised of non-debtor
affiliates of the Debtor.  During this same time, TFP has also
performed work for Sam Hardage as an individual. Aside from these
connections, to the best of the Debtor's knowledge, TFP does not
have any other connection with or any interest adverse to the
Debtor, its creditors, or any other party in interest, or its
respective attorneys and accountants.

TFP will be paid on a monthly basis, plus reimbursement of actual,
necessary expenses.  The firm's monthly advisory fee is $15,000,
which amount will be paid by the Debtor in two equal monthly
installments of $7,500 each on the 1st and 16th days of each
month.  TFP has not received a retainer.

Edward B. Romanov, Jr., is TFP's sole member.

                      About Hardage Hotels I

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  Hardage is a hotel
and real estate development company headquartered in San Diego,
California.  Hardage operates seven hotels in seven states under
the brand of "Chase Suites".  The hotels are located in El Paso,
Texas; Overland Park, Kansas; Newark, California; Kansas City,
Missouri; Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.

Hardage operates the hotels under the "Chase Suites" name pursuant
to franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest is
the lender under a $5.74 million Dublin loan agreement, a $5.3
million Lincoln loan agreement, and an $11.5 million El Paso loan
agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November, OneWest sought foreclosure of, and a receiver for,
the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $50 million to $100 million in debts.  The petition
was signed by Samuel A. Hardage, president.


HARDAGE HOTELS I: Sec. 341 Creditors' Meeting Set for April 12
--------------------------------------------------------------
The Office of the United States Trustee will hold a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Hardage Hotels I, LLC, on April 12, 2012, at 8:00 a.m. at El Paso
Suite 135.

Proofs of claim are due in the case by July 11, 2012.

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  Hardage is a hotel
and real estate development company headquartered in San Diego,
California.  Hardage operates seven hotels in seven states under
the brand of "Chase Suites".  The hotels are located in El Paso,
Texas; Overland Park, Kansas; Newark, California; Kansas City,
Missouri; Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.

Hardage operates the hotels under the "Chase Suites" name pursuant
to franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest is
the lender under a $5.74 million Dublin loan agreement, a $5.3
million Lincoln loan agreement, and an $11.5 million El Paso loan
agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November, OneWest sought foreclosure of, and a receiver for,
the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $50 million to $100 million in debts.  The petition
was signed by Samuel A. Hardage, president.


HARRON COMMUNICATIONS: Moody's Affirms 'B2' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and B3 probability of default rating for Harron Communications, LP
in light of expectations for the company to raise $225 million of
senior unsecured bonds and use proceeds primarily to fund the
redemption of the remaining 25% equity interest of BV Investment
Partners and to repay a portion of its outstanding term loans.

The transaction would weaken the credit profile, but the B2 CFR
anticipated the eventual buyout of BV's ownership stake.
Furthermore, the simplified capital structure and the terms of the
credit agreement limit the likelihood of future equity
distributions causing a material negative impact on the credit
profile over the intermediate term. Pro forma for the transaction,
leverage rises to approximately 6.5 times debt-to-EBITDA from
approximately 5 times, and annual interest expense will increase,
but Moody's forecasts continued positive free cash flow.

With the issuance of senior unsecured debt and paydown of existing
term loans, bank lenders would benefit from a layer of junior
capital, whereas now the bank debt constitutes substantially all
liabilities in the capital structure. As such, Moody's expects to
upgrade the secured bank debt to B1 from B2 in accordance with
Moody's Loss Given Default Methodology should the transaction
occur as proposed.

A summary of the actions follows:

Harron Communications, LP

    Affirmed B2 Corporate Family Rating

    Affirmed B3 Probability of Default Rating

MetroCast Cablevision of New Hampshire, LLC

    Senior Secured Bank Credit Facility, Affirmed B2, LGD3, 35%

RATINGS RATIONALE

High leverage (estimated at approximately 6.5 times debt-to-EBITDA
pro forma for the transaction) poses risk for a small company
operating in a competitive environment, driving Harron's B2 CFR.
However, Moody's expects the combination of EBITDA growth and debt
repayment to lower leverage over the next couple years. Also, the
solid EBITDA margin (approximately 39%) and good liquidity
profile, including expectations for continued positive free cash
flow, enable the company to better manage the leverage.

Harron currently benefits from a relatively more benign
competitive environment than many of its cable peers, with no FiOS
overlap and minimal uVerse overlap, positioning it well for
continued high speed data subscriber gains and upside from its
nascent commercial business. Nevertheless, the maturity of the
core video product and formidable competition from direct
broadcast satellite operators constrains overall growth prospects,
given that video still comprises over half of revenue and almost
half of EBITDA.

The stable outlook assumes continued positive free cash flow and
that leverage will trend below 6 times debt-to-EBITDA over the
next 18 months. The outlook also incorporates expectations for
continued EBITDA growth driven primarily by gains in high speed
data and phone subscribers, as well as some increase in pricing.

Lack of scale constrains the rating, but Moody's would consider an
upgrade with progress toward and a commitment to maintaining debt-
to-EBITDA below 4 times debt-to-EBITDA and free cash flow to debt
in the high single digits. An upgrade would also require
expectations for continued EBITDA growth and maintenance of good
liquidity.

Sustained leverage exceeding 6.75 times debt-to-EBITDA or
sustained free cash flow-to-debt below 2% could pressure the
rating down. Inability to generate EBITDA growth could also have
negative ratings implications.

Headquartered in Frazer, PA, Harron Communications, L.P. houses
the cable operating assets of Gans Communications, LP, MetroCast
Cablevision of New Hampshire, LLC, MetroCast Communications of
Connecticut, LLC, and MetroCast Communications of Mississippi,
LLC. Its cable operating companies serve approximately 172,000
video subscribers, 126,000 high speed data subscribers, and 43,000
telephone subscribers across New Hampshire/Maine, Connecticut,
Maryland/Virginia, Mississippi/Alabama, Pennsylvania, and South
Carolina. The Harron family and management own 75% of common
equity interests of the company with Boston Ventures Partnership
VI holding the remaining 25%.

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


HIAR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: HIAR Holdings, LLC
        dba Holiday Inn Express Airport - Riverport
        13735 Riverport Drive
        Maryland Heights, MO 63043

Bankruptcy Case No.: 12-42316

Chapter 11 Petition Date: March 15, 2012

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Robert A. Breidenbach, Esq.
                  Steven Goldstein, Esq.
                  GOLDSTEIN & PRESSMAN, P.C.
                  10326 Old Olive Street Road
                  St. Louis, MO 63141-5922
                  Tel: (314) 727-1717
                  Fax: (314) 727-1447
                  E-mail: rab@goldsteinpressman.com
                          sg@goldsteinpressman.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/moeb12-42316.pdf

The petition was signed by Daniel J. Mercurio, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
HISJ Holdings, LLC                     12-41985   03/06/12


HLP GROUP: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: HLP Group, LLC
        dba Holiday Inn Express
        450 Birkdale Drive
        Fayetteville, GA 30215

Bankruptcy Case No.: 12-10763

Chapter 11 Petition Date: March 15, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Newnan)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.com

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

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-10763.pdf

The petition was signed by Clayton A. Burton, manager.


HOSTESS BRANDS: Formally Authorized to Hire Rayburn as CEO
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. was given authority from the
bankruptcy court to tap Kobi Partners' Gregory F. Rayburn as
replacement CEO.  Until CEO Brian J. Driscoll announced on March 9
that he was leaving, Mr. Rayburn was to have been chief
restructuring officer. Mr. Driscoll gave no reason for resigning.

As reported in yesterday's edition of the Troubled Company
Reporter, pursuant to an Amended Engagement Letter, Mr. Rayburn,
as CEO, 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 Partners 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.

                      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.

Hostess and the two main unions are trying to negotiate new labor
contracts to avoid a trial now set for March 23 where the company
will ask the bankruptcy judge to terminate existing collective
bargaining agreements.


INDIANAPOLIS DOWNS: Has One-Year Extension on Loan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Indianapolis Downs LLC prevailed on the lenders to
grant a one-year extension of financing for the Chapter 11
reorganization that otherwise would expire in April.  If the
extension is approved at a requested hearing on March 22, the new
maturity date would be April 10, 2013. For the extension, the
track is paying a fee of 1% of the outstanding amount of the loan.
The track says it is "still formulating the terms of a plan and
discussing a possible contemplated sale process."  It expects
"documents to be filed in the next few weeks."

                      About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INFOR GLOBAL: Moody's Assigns 'Caa1' Rating to Sr. Unsec. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
the merged Infor Global Solutions Inc. and Lawson Software Inc.
entity pending closing of the transaction. Moody's also assigned
Ba3 ratings to the senior secured revolver and term loans and Caa1
to senior unsecured notes used to finance the transaction. The
loans will be used along with an additional $550 million of new
equity being contributed by private equity owners, Golden Gate
Capital and Summit Partners, rolled over Lawson senior unsecured
notes due 2019 and amended and extended Infor Global Solutions
Holdings Ltd PIK unsecured notes to finance the transaction. The
ratings outlook is stable.

RATINGS RATIONALE

The B2 corporate family rating is primarily driven by the high
leverage pro forma for the financing of the combined companies
(est. 6.7x debt/EBITDA as of LTM November 2011 pro forma for cost
saving achieved to date and certain other one time expenses) and
is considered weakly positioned in the B2 category. The ratings,
however also reflect the leading mid market position in the
enterprise software industry of the combined companies, stability
of maintenance revenues (which represent over 50% of revenues) and
large degree of integration and restructuring already completed at
the two companies, without which the ratings would be lower. The
industry remains very competitive however, and though revenues are
expected to exceed $2.8 billion on a pro forma basis, the company
remains small compared to its much larger, much better capitalized
competitors, Oracle and SAP AG. Moody's views having a strong
capital structure and the resulting financial flexibility to make
acquisitions to be critical given the evolving nature of the
enterprise software industry. The enterprise software industry is
changing rapidly to incorporate cloud based delivery and while
Infor and Lawson both offer products on a SaaS basis, new
competitors are quickly making inroads with their designed from
the ground up cloud offerings.

The stable ratings outlook reflects Moody's expectation that
EBITDA will improve over the next 12 to 18 months and that
leverage will decline modestly. Debt levels are however expected
to remain high absent a public equity offering. The ratings could
be downgraded if the integration falters or revenues and EBITDA
decline more than modestly. Given the high leverage, a ratings
upgrade is unlikely in the near to medium term.

The following ratings will be assigned pending closing of the
transaction:

Corporate family rating: B2

Probability of default: B2

$3.1 billion Senior Secured Term Loan B: Ba3, LGD3, 30%

$400 million Senior Secured Term Loan B-1: Ba3, LGD3, 30%

$1.15 billion Senior Unsecured Notes due 2019: Caa1, LGD5 82%

The following rating will be affirmed pending closing of the
transaction:

$560 million existing Lawson Senior Unsecured Notes due 2019:
Caa1, LGD5 82%

Ratings outlook: stable

At closing of the transaction, all Infor ratings and existing debt
instrument ratings at Lawson will be withdrawn, with the exception
of the $560 million Lawson Senior Unsecured Notes due 2019. All
new ratings are expected to be assigned under GGC Software
Holdings, Inc. the current parent of Lawson Software, Inc.

The principal methodology used in rating Lawson was the Global
Software 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.

The combined Infor and Lawson entity will have pro forma combined
revenues of approximately $2.8 billion and will be headquartered
in Alpharetta, Georgia.


JASPER ENTERPRISES: Wants to Hire Realtors to Sell Real Estate
--------------------------------------------------------------
Branson Tri-Lake News reports that Jaspers Enterprises Inc. has
asked a judge for permission to hire realtor Stephen Marx and the
Chicago-based brokerage firm Hotel Source Inc. to sell real
estate.  The filing said the motion will be considered during an
April 4 hearing in U.S. bankruptcy court in St. Louis, Missouri.

The company owns the Days Inn on Green Mountain Drive, Howard
Johnson on 76 Country Boulevard and Red Roof Inn on Wildwood
Drive, Missouri.  Jaspers also owns the Wingate hotel in Maryland
Heights, where the company is based.

The report relates that the March 8 filing does not specify what
property the company wants to sell.  A March 13 response to the
filing by the Bank of Missouri refers only to the Wingate.  The
bank, which holds the primary loan for the Wingate, said it does
not object to the property going up for sale as long as it is not
an exclusive listing.

The report says Bank of Missouri has alleged the Wingate to be in
default, and in January, the hotel was placed in receivership.  It
is being jointly run by the bank and Midas Hospitality LLC.

The report relates the Company's counsel Robert Eggmann said the
company hoped to maintain ownership of its Branson properties, but
added that sales were possible.  He said one of the motivations
behind filing for bankruptcy was to prevent the foreclosure sales
of the Days Inn and Howard Johnson, which had been set for
February.

                      About Jaspers Enterprises

Jaspers Enterprises, Inc., filed a bare-bones Chapter 11 petition
(Bankr. E.D. Ms. Case No. 12-41073) in St. Louis, Missouri on
Feb. 13, 2012.  Jaspers Enterprises owns four Missouri hotels --
the Wingate in Maryland Heights plus the Days Inn property, the
Howard Johnson, and the Red Roof Inn, all located in Branson.  The
Wingate hotel in Maryland Heights is under receivership with Midas
Hospitality LLC as the receiver.  Maryland Heights, Missouri-based
Jaspers estimated assets of up to $50 million and debts of up to
$10 million.  It says that debts are primarily business debts.
The largest unsecured creditors are Days Inn Worldwide, which is
owed $361,760, and  Wingate Inns International Inc., owed $252,000
for a trade debt.

Judge Charles E. Rendlen III presides over the case.  The petition
was signed by Keith Jaspers, president.

Creditor The Bank of Missouri is represented by Michelle L.
Clardy, Esq., and Matthew S. Layfield, Esq., at Polsinelli
Shughart PC.


JDA SOFTWARE: Moody's Affirms 'B1' CFR; Outlook Negative
--------------------------------------------------------
Moody's Investors Service affirmed JDA Software Group, Inc.'s B1
Corporate Family Rating (CFR) and B1 senior notes rating but
changed JDA's ratings outlook to negative from stable. The change
in outlook was prompted by the company's inability to file its
2011 annual report with the U.S. Securities and Exchange
Commission (SEC) as a result of enquiries by the SEC.

RATINGS RATIONALE

The negative outlook considers the uncertain outcome and timing of
the resolution of SEC enquiries focused on JDA's revenue-
recognition policies, and the potential for a restatement of the
company's financial results for the current and prior periods. The
company does not expect its previously reported cash flow from
operations or cash balances to be impacted from the restatement.

JDA has received an extension, to June 30, 2012, of the reporting
requirement under its unutilized revolving credit facility. If the
company is unable to file its annual report by March 30, 2012, the
company would have 60 days from the receipt of notice from the
Trustee or note holders to regain compliance with the reporting
requirements under the terms of its senior notes indenture. During
this period, the Company may elect to pay an additional 50 basis
points of interest on the notes as a sole remedy for the delayed
filing for a period of up to 365 days, or until the delayed filing
is made.

Moody's affirmation of JDA's rating reflects the company's strong
liquidity supported by its sizeable reported cash balances and the
company's good prospective free cash flow generation. The rating
is supported by JDA's good niche market position as a provider of
supply chain management solutions to enterprise customers in the
retail, manufacturing and distribution verticals, and its large
installed base of enterprise clients.

At the same time, the rating considers JDA's moderate scale
relative to its more diversified enterprise software competitors,
the company's product line concentration, and the intensely
competitive nature of its industry.

Moody's could stabilize JDA's ratings outlook if the company's
previously reported cash and cash flow from operations are not
revised; restatements of past and current period results are
limited and do not alter the company's operating performance and
profitability relative to debt; and JDA resumes filing its annual
and quarterly reports required under the SEC's rules, its credit
agreement and the bond indenture.

Moody's could downgrade JDA's ratings if restatements or other SEC
actions were to alter Moody's view of the company's credit
profile.

Moody's has affirmed the following ratings:

..Issuer: JDA Software Group, Inc.

.Corporate Family Rating -- B1

.Probability of Default Rating -- Ba3

.$275 million senior unsecured notes due 2014 -- B1, LGD4 (68%)

Outlook Action:

Ratings Outlook changes to Negative from Stable

The principal methodology used in rating JDA was the Global
Software 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.

JDA Software Group, Inc (JDA), headquartered in Scottsdale,
Arizona, provides enterprise supply chain management solutions to
enterprise customers. JDA reported $666 million in revenue for the
last twelve months (LTM) ended in September 2011.


JEFFERSON NATIONAL: A.M. Best Upgrades FSR From 'B'
---------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and the issuer credit rating to "bbb-" from
"bb" of Jefferson National Life Insurance Company (Jefferson
National) (Dallas, TX). The outlook for both ratings is stable.

The ratings reflect Jefferson National's improved capitalization,
positive growth trends and recent operating profitability. A
management buyout of Jefferson National's parent, which included
the addition of new private equity and family office investors,
led to $20 million in new capital being contributed to Jefferson
National, substantially increasing its absolute and risk-adjusted
capitalization. Also as a result of the transaction, all debt at
the holding company has been retired, improving the group's
financial flexibility.

Jefferson National has experienced sales growth for its product,
Monument Advisor, a no commission flat insurance fee variable
annuity focused on tax-deferred investing instead of guaranteed
benefits, which is designed for the registered investment advisor
and fee-based advisor markets. The company has recorded net
operating income due to increased fee income, cost cutting
initiatives and a scalable technology platform.

Offsetting rating factors include the company's monoline business
profile, its exposure to Guaranteed Minimum Death Benefits (GMDB)
on its legacy variable annuity blocks of business and the
challenges of building scale in its operations. Jefferson
National's sales and earnings growth remain exposed to equity
markets. A.M. Best notes that the variable annuity market remains
highly concentrated and competitive.

A.M. Best believes that Jefferson National is well-positioned for
its ratings.

Factors that may place downward pressure on the ratings include an
erosion in capital due to unprofitable operations and/or other
than temporary impairments; a sudden decrease in equity markets,
which may increase reinsurance expenses for its GMDB and less than
expected earnings due to lower future sales volume of Monument
Advisor.


J.H.M. DEVELOPERS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: J.H.M. Developers, Inc.
        1383 Cedar Grove Road
        Media, PA 19063

Bankruptcy Case No.: 12-12505

Chapter 11 Petition Date: March 15, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Thomas Daniel Bielli, Esq.
                  O'KELLY ERNST BIELLI & WALLEN, LLC
                  1600 Market Street, 25th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 543-7182
                  Fax: (215) 391-4350
                  E-mail: tbielli@oelegal.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 Lee Winderman, president.


JER/JAMESON: Lender Wants $80 Million From Buyer of Jameson Inns
----------------------------------------------------------------
Karlee Weinmann at Bankruptcy Law360 reports that a New York
lender on Thursday demanded that a unit of private equity firm JER
Partners repay more than $80 million in outstanding mezzanine
loans that had been used to acquire more than 100 hotels in the
now-bankrupt Jameson Inns chain.

JER Financial Products III LLC breached its contract with Gramercy
Warehouse Funding I LLC and Gramercy Loan Services LLC beginning
in August when it failed to make payments on the loans, according
to Gramercy's complaint filed in New York Supreme Court cited by
Law360.

                About JER/Jameson Mezz Borrower II

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put
$330 million of debt on the chain to finance the buyout.  At the
top of the list is a $175 million mortgage loan with Wells Fargo
Bank NA serving as special servicer.  There are four tranches of
mezzanine loans, each for $40 million.  The collateral for each of
the Mezz Loans is the equity interest in the entity or entities
immediately below the borrower of each Mezz Loan.  All of the
mezzanine loans matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  The Debtors tapped
Ashby & Geddes, P.A. to represent their restructuring efforts.
Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and
balloting agent.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  JER/Jameson
Properties LLC disclosed $294,662,815 in assets and $163,424,762
in liabilities as of the Chapter 11 filing.  The petitions were
signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.

As of the date hereof, the U.S. Trustee has not appointed an
official Committee of unsecured creditors in any of the Debtors'
cases.


JM YUMMY: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: JM Yummy Food Corp
          dba Yummy Foods
        117 West Jericho Turnpike
        Huntington Station, NY 11746
        Tel: (631) 766-2527

Bankruptcy Case No.: 12-71539

Chapter 11 Petition Date: March 15, 2012

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

Judge: Robert E. Grossman

Debtor's Counsel: James E. Hurley, Jr., Esq.
                  LAW OFFICES OF JAMES E. HURLEY, JRR PLLC
                  75 Maiden Lane, Suite 210
                  New York, NY 10038
                  Tel: (212) 402-6822
                  Fax: (212) 402-6823
                  E-mail: Jim@JEHurleylaw.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 largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by John Chae, general manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
JJMM International Corporation        11-76540            09/14/11


JONES COUNTY: S&P Withdraws 'D' Series 2009 Revenue Bonds Rating
----------------------------------------------------------------
At the request of Jones County, Texas, Standard & Poor's Ratings
services has withdrawn its 'D' long-term rating on Jones County
Public Facility Corporation's series 2009 revenue bonds issued on
behalf of the county.


KENOSHA ASSOCIATES: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Sean Ryan, writing for the Business Journal, reports that Kenosha
Associates LP, which owns 155,000-square-foot Sun Plaza shopping
center in Kenosha, Wisconsin, has filed for Chapter 11 protection,
a move that could delay any potential foreclosure.

According to the report, Kenosha Associates is the latest retail
property in southeastern Wisconsin to face foreclosure and
potential bank ownership after becoming ensnared in lawsuits.

The report says Republic Bank of Chicago sued Kenosha Associates
seeking to foreclose the property.  Its lawsuit claims Kenosha
Associates owes Republic Bank $5.55 million as of Feb. 7.


KRATON PERFORMANCE: S&P Affirms 'BB-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Houston-based Kraton Performance Polymers Inc.
(Kraton, the guarantor of the notes). "At the same time, we
affirmed all our other ratings on the company, including our 'B+'
senior unsecured debt rating on the 6.75% senior unsecured notes
due 2019 issued jointly by subsidiaries Kraton Polymers LLC and
Kraton Polymers Capital Corp. The '5' recovery rating on these
notes remains unchanged at '5', indicating our expectation for a
modest (10% to 30%) recovery for lenders in the event of a payment
default," S&P said.

"The rating actions follow the issuers' announcement that they are
planning a $100 million add-on to the notes, bringing the
aggregate total to $350 million. Kraton intends to use the
proceeds for general corporate purposes, including a portion of
its proposed manufacturing plant in Asia--Kraton is currently
planning a 50/50 joint venture with Formosa Petrochemical Corp. to
construct and operate a plant in Taiwan," S&P said.

"The affirmations indicate our expectation that Kraton will be
able to maintain credit metrics appropriate for the ratings
despite the increase in debt associated with the Taiwan joint
venture," said Standard & Poor's credit analyst Cynthia Werneth.
"We expect Kraton to invest about $70 million of equity in the
joint venture this year and for the venture to subsequently incur
debt that will be guaranteed by the partners, pro rata. The
parties currently estimate that plant construction costs will
total at least $200 million. In calculating Kraton's credit
metrics, we plan to proportionally consolidate this joint venture.
At the 'BB-' corporate credit rating, we expect Kraton to maintain
funds from operations to total adjusted debt above 20% and total
adjusted debt to EBITDA below 4x.--as of Dec. 31, 2011, these
measures were 34.2% and 2.4x. We currently adjust Kraton's debt to
include about $90 million of tax-effected unfunded postretirement
and asset retirement obligations and capitalized operating leases.
There is little flexibility at the current ratings for additional
debt-financed growth initiatives."

"The ratings on Kraton reflect our assessment of the company's
business risk profile as 'weak' and financial risk profile as
'significant'. The company is narrowly focused on styrenic block
copolymers (SBCs), vulnerable to raw material cost fluctuations,
and exposed to cyclical demand for products serving roofing,
paving, auto, and electronics markets. These negative factors are
balanced by Kraton's ongoing efforts to maintain favorable pricing
relative to raw material cost fluctuations, good end-market and
geographic diversification (two-thirds of 2011 sales were outside
the U.S.), and improved operating efficiency in recent years," S&P
said.

"Trailing-12-month EBITDA margins were about 14% as of Dec. 31,
2011. However, they exhibit significant volatility because of
erratic pricing for key raw materials butadiene, styrene, and
isoprene, as well as seasonality in paving and roofing. In
addition, sales volumes and margins suffered in fourth-quarter
2011 because some customers delayed purchases in the face of
declining raw material prices. We are assuming 5% to 8% annual
revenue growth based on our global economic forecast, faster-than-
GDP growth in high value end markets, moderate inflation in
petroleum-based raw material costs, and timely raw material cost
pass-throughs. EBITDA margins could be somewhat weaker for
full-year 2012 than 2011 given a weak starting point, our
expectation for subdued economic conditions in the first half of
the year, and likely modest recovery in the second half," S&P
said.

"The stable outlook reflects our expectations for continued
moderate sales growth based on mid-single-digit percentage global
economic growth and somewhat greater growth in specialty
applications and end markets. We anticipate continued raw material
cost volatility, moderate inflation in petroleum-based raw
material costs during the next few years, and Kraton's continued
ability to pass through raw material cost fluctuations to its
customers in a timely fashion. In addition, following the current
increase in debt to fund the equity investment in the Taiwan joint
venture, we expect debt levels at Kraton to remain relatively
flat, but to increase somewhat at this joint venture during the
construction phase. Under these conditions, we believe the company
can maintain FFO to total adjusted debt above 20% and total
adjusted debt to EBITDA below 4x--ratios we consider appropriate
for the ratings," S&P said.

"We could lower the ratings if weaker-than-expected economic
conditions, higher-than-anticipated raw material costs, or more-
competitive market conditions cause financial metrics to fall
below expected levels," Ms. Werneth continued. 'All other things
being equal, we believe revenue growth would have to slow to near
zero and EBITDA margins to fall to about 9% for this to occur. We
would also lower the ratings in the face of much higher-than-
expected capital spending or debt-financed acquisitions, or in the
unlikely event of sizable shareholder rewards."

"We currently view ratings upside as limited given business risk
constraints and our expectation that Kraton will continue to
invest in growth initiatives during the next several years," S&P
said.


L & B CARTAGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: L & B Cartage, Inc.
        aka L&B Expediting Div.
        aka L & B Transportation Group
        aka Omni Warehouse
        966 Bridgeview South
        Saginaw, MI 48604

Bankruptcy Case No.: 12-20858

Chapter 11 Petition Date: March 14, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Susan M. Cook, Esq.
                  LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C.
                  309 Davidson Bldg.
                  P.O. Box 835
                  Bay City, MI 48707-0835
                  Tel: (989) 893-3518
                  E-mail: smcook@lambertleser.com

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb12-20858.pdf

The petition was signed by Anthony F. Lander, president/CEO.


LAS VEGAS BILLBOARDS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Las Vegas Billboards LLC filed for Chapter 11 protection in U.S.
Bankruptcy Court for the District of Nevada.

According to Las Vegas Review-Journal, court filings listed
several collection actions filed by owners of the land under the
billboards.  Documents showed $17.9 million in liabilities, almost
all of it accounts receivable from other companies.

Based in Nevada, Las Vegas Billboards, LLC, is a local independent
in an industry dominated by national media conglomerates.  The
Company filed for Chapter 11 bankruptcy protection on March 12,
2012 (Bankr. D. Nev. Case No. 12-12779).  Judge Linda B. Riegle
presides over the case.  Zachariah Larson, Esq., at Marquis
Aurbach Coffing, represents the Debtor.  The Debtor listed assets
of $1,083,310, and liabilities of $17,890,237.


LIFE INSURANCE: A.M. Best Upgrades FSR From 'B'; Outlook Stable
---------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and the issuer credit rating to "bbb-" from
"bb+" of Life Insurance Company of Louisiana (LICOL) (Shreveport,
LA). The outlook for both ratings is stable.

The rating upgrades for LICOL reflect its favorable risk-adjusted
capitalization and positive earnings. LICOL has been operating in
the Louisiana market since its inception and has an established
presence as a small regional insurer in a competitive marketplace,
offering credit insurance products to auto dealers, banks and
finance companies.

Offsetting rating factors include LICOL's modest premium levels
and a geographic and earnings concentrated risk profile. LICOL
also is subject to macroeconomic and regulatory pressures, as well
as competitive pressures from larger, more diversified credit
insurers, which may limit its growth opportunities.

LICOL is well positioned at its current rating level.

Key rating drivers that may lead to negative rating actions
include a material deterioration in LICOL's operating performance,
which may result in diminished capitalization levels. LICOL is
dependent on stability in the banking, finance and auto markets.
Consumer spending and availability of its customers to obtain
financing are critical for the company to generate premium growth.
If the economy performs poorly, discretionary spending may
decline, resulting in reduced sales and a subsequent decline in
sales of its credit insurance products.


LPATH INC: Incurs $3.1 Million Net Loss in Full Year 2011
---------------------------------------------------------
Lpath, Inc.,filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of
$3.11 million on $9.38 million of total revenues for the year
ended Dec. 31, 2011, compared with a net loss of $4.60 million on
$7.83 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
$17.94 million in total assets, $17.31 million in total
liabilities and $629,024 in total stockholders' equity.

Moss Adams LLP, in San Diego, California, did not include a "going
concern" qualification in its report on the Company's 2011
financial results.

As reported by the TCR on March 28, 2011, Moss Adams LLP,
expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial statements at the end of 2009.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.  In its audit report for 2010, the auditor did not
issue a going concern qualification.

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

                        http://is.gd/3nWQpl

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.


LSP ENERGY: Seeks Approval of Bid Protocol at March 23 Hearing
--------------------------------------------------------------
LSP Energy Limited Partnership and its affiliated debtors will
seek approval at a hearing March 23, 2012, at 11:30 a.m., of
bidding procedures for the sale of substantially all of the
Debtors' assets.  Objections are due March 16.

On Feb. 27, 2012, the Court entered a final order authorizing the
Debtors to, among other things, (i) incur post-petition secured
indebtedness, (ii) use Cash Collateral, (iii) grant security
interests and superpriority claims, and (iii) provide adequate
protection including modification of the automatic stay.

The DIP Order provides for certain milestones in the sale process.
Generally, the Debtors are required to have obtained a sale
agreement by June 30, 2012, and closing on such agreement by Aug.
30, 2012.  In the event equity sale, the DIP Order requires that
the confirmation of a Chapter 11 plan of reorganization occur by
Sept. 30, 2012.

The proposed Bid Procedures that will, among other things,
facilitate the satisfaction of the Sale Deadlines.

The Debtors intend to market and sell the Facility, either through
a sale of LSP's Assets or the Parent Equity.  Generally, the
Debtors intend to first seek expressions of interest from targeted
potential buyers by March 30, 2012. Thereafter, the Debtors will
seek binding bids from potential buyers by June 4, 2012.  Bidders
who submit binding bids that satisfy the other requirements of the
Bid Procedures, will then be eligible to participate in an auction
on or about June 13, 2012.  The Debtors also are requesting that
the Court schedule a hearing to approve the sale by the end of
June 2012 and that a confirmation hearing be scheduled thereafter.

Because of the highly regulated nature of LSP's assets and
operations, LSP envisions that it will take at least six to eight
months to complete the sale.

The Selling Debtors, in consultation with Lazard Freres & Co. LLC,
identified potential purchasers.  The Debtors will coordinate all
reasonable requests for additional information and due diligence
access.  All due diligence requests must be directed to:

          Osifo Akhuemonkhan
          Amon Carson
          LAZARD FRERES & CO. LLC
          30 Rockefeller Plaza, 62nd Floor
          New York, NY 10020
          Tel: (212) 632-6261
          E-mail: osifo.akhuemonkhan@lazard.com
                  amon.carson@lazard.com

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


LSP ENERGY: Hiring Baker & McKenzie as Corporate Counsel
--------------------------------------------------------
LSP Energy Limited Partnership and its debtor-affiliates seek
Bankruptcy Court authority to employ Baker & McKenzie LLP as its
corporate counsel.  A hearing on the request is set for April 13,
2012, at 11:30 a.m.

The Debtors require the assistance of corporate counsel to pursue
a successful reorganization of their debts and to assist the
Debtors with the performance of their duties as debtors and
debtors-in-possession.  The Debtors also require corporate counsel
to, among other things, assist them in fulfilling their corporate
duties under State and Federal laws, advise them on the legal
aspects of contracts, leases, financings, and other business
matters.

B&M has previously represented the Debtors in various corporate
matters and have extensive knowledge of the Debtors' corporate and
business affairs.

To the best of the Debtors' knowledge, B&M has no connection with
the Debtors, their creditors or any other party-in-interest in
these cases, their respective attorneys or accountants, the United
States Trustee, or any person employed in the office of the United
States Trustee.  The Debtors submit that B&M represents no
interest adverse to the Debtors as debtors-in-possession or to the
Debtors' estates in the matters upon which B&M is to be engaged
for the Debtors.

The current hourly rates applicable to the principal attorneys and
paralegals proposed to represent the Debtors are:

          Professional           Rate Per Hour
          James P. O'Brien           $775
          Nathan K. Walker           $490
          Brian Zurawski           $315
          Stanislav L. Sirot           $235

Other attorneys and paralegals will render services to the Debtors
as needed. Generally, B&M's hourly rates for Banking, Finance,
Major Projects, Real Estate & Environment practice group in U.S.
offices are in these ranges:

          Professional                     Rate Per Hour
          Partners and Of Counsel           $475-$925
          Associates           $290-$625
          Legal
          Assistants/Paralegals          $225-$385

B&M was retained Nov. 23, 2010, pursuant to the terms of an
engagement agreement. On Jan. 25, 2012, B&M received a retainer of
$200,000.  This $200,000 constitutes an evergreen retainer to be
applied against B&M's allowed fees and expenses, as permitted by
the Court.  On Feb. 2, 2012, B&M received an additional payment of
$100,000 to be applied to its fees and expenses through Feb. 9,
2012.  Prior to the Petition Date, B&M applied $95,335.80 of the
$100,000 payment to fees for services rendered to the Debtors and
expenses incurred on behalf of the Debtors related to the
preparation and filing of these cases.

                         About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


LSP ENERGY: Has Court OK to Hire Epiq as Claims Agent
-----------------------------------------------------
LSP Energy Limited Partnership and its affiliated debtors won
authority from the Court to employ Epiq Bankruptcy Solutions, LLC,
as their claims and noticing agent.

The Debtors also won permission to engage Epiq as administrative
advisor.  Epiq would, among other things, provide bankruptcy
administrative services, if and to the extent requested, including
assisting with, among other things, solicitation, balloting and
tabulation and calculation of votes, as well as preparing any
appropriate reports, as required in furtherance of confirmation of
plan or plans of reorganization;  generating, providing and
assisting with claims objections, exhibits, claims reconciliation,
and related matters; providing a confidential data room; and
managing any distributions pursuant to a confirmed plan.

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


LSP ENERGY: Sec. 341(a) Creditors' Meeting Today
------------------------------------------------
The U.S. Trustee for Region 3 will hold a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of LSP Energy
Limited Partnership and its affiliates today, March 21, at 3:30
p.m. at US District Court, 844 King St., Room 2112, in Wilmington,
Delaware.

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


MACCO PROPERTIES: Judge Rejects Bid to Repurchase Apartments
------------------------------------------------------------
Dan Voorhis at the Wichita Eagle reports that a bankruptcy judge
has rejected a motion by Oklahoma City landlord Lew McGinnis and
his wife, Jennifer Price, to repurchase two Wichita apartment
complexes that they lost last year to bankruptcy.

According to the report, the order issued last week ended a
month-and-a-half-long effort by the couple to buy the bankruptcy
trustee's interest in Riverpark Apartments and Villa Del Mar
Apartments.  The two apartment complexes are part of a large
portfolio of apartment complexes and office parks the couple owned
in Wichita and Oklahoma City through their company, Macco
Properties.

Although their company is in bankruptcy, they personally are not,
and are welcome to bid, the report quotes Jim Bellingham, the
Oklahoma City lawyer representing the bankruptcy trustee, Michael
Deeba, as stating.  The trustee's job is to recoup the most money
for Macco's creditors.

The report says Mr. McGinnis and Ms. Price had their offer
rejected because they couldn't close the deal.  They have made
bids for other properties in the portfolio.  The judge made the
sale of the two apartment complexes contingent on closing the
other deals.  Mr. Deeba even agreed to at least five extensions
while they tried to arrange their financing.  But they couldn't
come up with the money, Mr. Bellingham said.

The report relates Larry Pinkerton, a Tulsa lawyer representing
McGinnis and Price, said his clients bid on the properties because
they consider them valuable.

                     About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MEDICAL ALARM: Cancels Planned Merger with First Fitness
--------------------------------------------------------
Medical Alarm Concepts Holdings, Inc. has determined that it would
not be in the best interest of common shareholders to complete its
proposed merger with Texas-based, First Fitness Nutrition.  This
decision was based mainly to the excessive amount of common
shareholder dilution that would occur if the merger closed.  The
Company's management believes superior shareholder value will be
created by proceeding with the MediPendant marketing plan, which
is beginning to meaningfully develop and by pursuing the launch of
the MotorBooster fuel catalyst product.

Under the terms of the non-binding memorandum of understanding
signed between the Companies on Nov. 9, 2011, the Company supplied
FirstFitness Nutrition with a $140,000 capital infusion in the
form of a 12-month 10% interest-bearing note due on Jan. 4, 2013.
In the event of default, the loan will bear interest on each day
at the rate of 20% per annum.  Borrower agrees that all property
of Borrower which may hereafter be deposited with or come into the
possession of Lender will be applicable to secure the payment of
the Loan, and for this purpose Lender is given a lien on and a
security interest in all property of Borrower which may hereafter
be deposited with or come into the possession of Lender, and for
such purpose this Agreement will constitute a security agreement
under the Uniform Commercial Code.

                      Distribution Agreement

Medical Alarm entered into a distribution contract with the global
distributor of the MotorBooster fuel catalyst product.  The
agreement will govern distribution rights, exclusivity, and
royalty provisions as they relate to the proprietary and patented
fuel catalyst product.

Pursuant to the terms of the agreement the Company has been
granted an exclusive license to market and distribute the product
within the United States and Canada.  The Company will be subject
to royalty payments on any revenue created by the use or
distribution of the MotorBooster product.  As part of the
agreement, the Company has paid $70,000 to acquire 50,000 units of
inventory, comprising of 500,000 tablet units.  The Company plans
to begin to offering this product utilizing direct to consumer
radio and Internet marketing programs prior to the summer driving
season.

On Feb. 28, 2012, the Company completed a series of withdrawals
against a previously established credit line.  The total amount
drawn against this credit line currently stands at $422,293.
These funds have been and will be used for general corporate
purposes, development of strategic marketing programs, inventory
acquisition to meet the growing demand being seen for the
Company's MediPendant product, initial MotorBooster inventory
acquisition, radio spot creation, and for the purchasing of radio
air time to support the MotorBooster product launch.  Under the
terms of the credit line, all loans are due and payable within 12
months of receipt of funds and bear interest at a rate 8% per
annum.  These loans resulted in no shareholder dilution.

On March 14, 2012, the Company entered into a contract with Push
Button Productions of Sanford, Florida for the purchase of direct
response related radio advertising production and regional and
national radio advertising time.  Under the terms of the contract,
the company is obligated to purchase $60,000 of radio airtime over
between March 14, 2012 and June 30, 2012.  This radio media time
will be used to launch and advertise the MotorBooster fuel
catalyst product.

                         About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at March 31, 2011, showed
$1.40 million in total assets, $3.41 million in total liabilities,
and a $2 million total stockholders' deficit.

Li & Company, PC, in Skillman, N.J., expressed substantial doubt
about Medical Alarm Concepts Holding, Inc.'s ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company had an accumulated deficit at June 30, 2010, and had net
loss and net cash used in operating activities for the fiscal year
then ended, respectively.


MENDELSOHN CONSTRUCTION: Case Summary & 6 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Mendelsohn Construction, LLC
        8229 N. 53rd Street
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 12-05213

Chapter 11 Petition Date: March 15, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Allan D. Newdelman, Esq.
                  ALLAN D NEWDELMAN PC
                  80 E. Columbus Ave.
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144
                  E-mail: anewdelman@qwestoffice.net

Estimated Assets: $0 to $50,000

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb12-05213.pdf

The petition was signed by Michael Mendelsohn, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Michael and Nancy Mendelsohn           12-05213  03/15/2012


MERIDIAN SHOPPING: Gets Court OK to Substitute Counsel
------------------------------------------------------
Meridian Shopping Center LLC sought and obtained approval to
substitute Kathryn S. Diemer of Diemer Whiltman & Cardosi LLP as
counsel, replacing Dennis Yan.

Meridian Shopping Center LLC owns and operates the shopping center
Meridian Park Plaza in Milpitas, California.  Meridian Shopping
Center filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case
No. 12-50380) on Jan. 18, 2012.  Judge Stephen L. Johnson presides
over the case.  The Debtor scheduled $14,000,000 in assets and
$10,912,623 in liabilities.  The petition was signed by John Wynn,
manager.


MGM RESORTS: S&P Holds 'B-' Corp. Credit Rating; Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B-' corporate credit rating, on Las Vegas-based MGM Resorts
International and revised the rating outlook to positive from
stable.

"At the same time, we assigned our 'B-' issue-level and '4'
recovery ratings to MGM's proposed $750 million senior unsecured
notes, the proceeds of which will be used to repay a portion of
MGM's non-extended term loans," said Standard & Poor's credit
analyst Ben Bubeck. "The '4' recovery rating reflects our
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default."

"We also assigned issue-level ratings to MGM's existing credit
facilities, which will total approximately $2.3 billion following
the issuance of the proposed notes. We assigned our 'B-' issue
level and '3' recovery ratings to MGM's extended credit
facilities, which consist of an approximately $982 million Class
A-2 revolving credit facility, $471 million Class C term loan, and
$324 million Class E term loan, all due February 2015. The '3'
recovery rating reflects our expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default. We
assigned our 'B-' issue-level and '4' recovery ratings to MGM's
approximately $360 million non-extended revolving credit facility
due February 2014. The '4' recovery rating reflects our
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default. The difference in recovery ratings
between the extended and non-extended tranches of the credit
facilities reflects the pledge of more substantial collateral to
the extended facilities following the recent amendment and
restatement compared to the pledge to the non-extended revolver,"
S&P said.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip. Under our current performance expectations, we expect
operating lease adjusted debt to wholly owned EBITDA to improve to
about 9x by the end of 2013 and EBITDA coverage of interest to
approximate 1.5x. In addition, upon its completion, the proposed
notes issuance will represent MGM's second significant capital
raise in the debt markets this year, which, based on our outlook
for performance, increases our comfort that MGM will be able to
continue to access the debt markets to address its significant
intermediate-term debt maturities. Lastly, the outlook revision
incorporates the benefit from the over $200 million dividend to be
received from MGM China. While our rating on MGM currently
reflects credit measures excluding MGM China, this dividend
increases the likelihood of additional liquidity support from MGM
China, if necessary, in our view," S&P said.

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

"Our assessment of MGM's financial risk profile as highly
leveraged reflects its high debt leverage and thin EBITDA coverage
of interest, which we believe will limit positive free operating
cash flow generation to below $100 million in each of 2012 and
2013. In addition, while MGM has completed several capital raises
and other actions in recent years, alleviating refinancing risk
through 2013, its ability to meet the step-up in debt maturities
in 2014 and 2015 relies on both substantial growth in cash flow
generation and continued access to capital markets," S&P said.

"Our assessment of MGM's business risk profile as satisfactory
reflects its leading presence on the Las Vegas Strip, strong brand
identity, and an experienced management team; somewhat offset by
its limited geographic diversity outside of Las Vegas," S&P said.


MMRGLOBAL INC: Currently Seeking Other Financing Arrangements
-------------------------------------------------------------
MMRGlobal, Inc., is in the process of seeking other financing
arrangements to replace its current equity facility with Dutchess
Equity Fund, II, L.P.  The Company intends to replace that equity
facility shortly following the filing of the Company's Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 2011.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

The Company reported a net loss of $17.9 million on $972,988 of
revenues for 2010, compared with a net loss of $10.3 million on
$619,249 of revenues for 2009.

The Company also reported a net loss of $6.24 million on
$1.08 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $16.01 million on
$556,648 of total revenues for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $2.13
million in total assets, $6.66 million in total liabilities and a
$4.53 million total stockholders' deficit.

As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about MMRGlobal's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the year ended Dec.
31, 2010, and 2009.


NEUROLOGIX INC: Files for Chapter 7 Protection
----------------------------------------------
BankruptcyData.com reports that Neurologix Inc. filed for
Chapter 7 protection (Bankr. D. Del. Case No. 12-10936).  The
development stage company is represented by William D. Sullivan of
Sullivan Hazeltine Allinson.

                       About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.96 million
in total assets, $13.62 million in total liabilities, and a
$8.66 million total stockholders' deficit.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.


NEXTWAVE WIRELESS: Debt Woes Could Force Bankruptcy Filing
----------------------------------------------------------
NextWave Wireless Inc., which exited bankruptcy reorganization in
2005, submitted financial statements for 2011 in which the
auditors said the company doesn't have the ability to repay
maturing debt.  The company said that maturing debt "could" cause
a bankruptcy filing.

As of Dec. 31, 2011, NextWave had secured debt of $1.022 billion.
This amount includes senior notes with an aggregate principal
amount of $137.8 million, second lien notes with an aggregate
principal amount of $193.3 million and third lien subordinated
secured convertible notes due 2011 with an aggregate principal
amount of $690.9 million.

On Dec. 14, 2011, the Company entered into an Amendment and
Limited Waiver to the agreements governing our Notes, under which
the maturity of its First Lien Notes was extended to Dec. 31,
2012, the maturity of our Second Lien Notes was extended to Jan.
31, 2013, and the maturity of our Third Lien Notes was extended to
Feb. 28, 2013. No amendment or consent fee was paid to the Holders
in connection with the 2011 Amendment and Waiver.

The independent auditor, Ernst & Young, said, "The Company has
incurred recurring operating losses and has a working capital
deficiency, primarily comprised of the current portion of long
term obligations of $142.0 million at December 31, 2011 that is
associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity. These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

San Diego-based NextWave acknowledges that current cash reserves
are not sufficient to meet payment obligations under its secured
notes at their current maturity dates.  It added that it may not
be able to consummate sales of its wireless spectrum assets for
enough to repay debt at the scheduled maturity dates.

"Insufficient capital to repay our debt at maturity would
significantly restrict our ability to operate and could cause us
to seek relief through a filing in the United States Bankruptcy
Court," the Company said in the Form 10-K filed with the
Securities and Exchange Commission.

The Company has stated that it continues to pursue the sale of its
wireless spectrum holdings and has retained Moelis & Company to
explore the sale of its wireless holdings in United States and
Canada.

A copy of the Form 10-K is available for free at
http://is.gd/yRtKoI

As of Dec. 31, 2011, the Company has assets of $463.7 million and
debts of $1.124 billion.  Cash and cash equivalents totaled $11.08
million as of Dec. 31.

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
holding company for a significant wireless spectrum portfolio.
Its continuing operations are focused on the management of ikts
wireless spectrum interests.  Total domestic spectrum holdings
consist of approximately 3.9 billion MHz POPs.  Its international
spectrum included in continuing operations include 2.3 GHz
licenses in Canada with 15 million POPs covered by 30 MHz of
spectrum.


NORTHCORE TECHNOLOGIES: To Acquire a Software Development Firm
--------------------------------------------------------------
Northcore Technologies Inc. has entered into an agreement to
purchase a software development firm.  The transaction has
received preliminary approval from the Toronto Stock Exchange and
the unanimous support of the shareholder base of the target
company.

The entity is a Canadian corporation with approximately $800,000
in revenues and a growing client base across a diverse cross
section of industries.  The firm has a solid track record of
delivering cutting edge Content Management and Social Commerce
platforms based on open source solutions.  The corporation's
customer base, technological expertise and geographic reach are
all highly synergistic to Northcore's stated future directions.

Northcore develops solutions to support the evolving needs of
industry and provides comprehensive platforms for the management
of capital equipment and the implementation of Social Commerce
business models.  These products are proven, effective and in use
by some of the world's most successful corporations.

"This acquisition is extremely strategic for Northcore," said Amit
Monga, CEO of Northcore Technologies.  "This agreement is the
first execution evidence of the non-organic component of our
growth strategy and I am excited about the many new opportunities
that will open up as a result.  I look forward to more fully
disclosing the details to Northcore stakeholders as the
transaction is consummated."

Companies interested in effective software solutions should
contact Northcore at 416-640-0400 or 1-888-287-7467, extension 395
or via email at Sales@northcore.com.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a net loss and comprehensive loss of
C$3.27 million for the nine months ended Sept. 30, 2011, compared
with a net loss and comprehensive loss of C$2.35 million for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
C$1.91 million in total assets, C$1.16 million in total
liabilities, and C$747,000 in total shareholders' equity.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


PACIFIC GOLD: Faces Complaint in New Jersey Over Warrant Issued
---------------------------------------------------------------
Pacific Gold Corp., on March 8 2012, received a complaint that was
filed in the United States District Court in Newark New Jersey,
Case number 2:12-cv-01285-ES-CLW entitled Black Mountain Equities
Inc. V Pacific Gold Corp.  The claimant seeks monetary damages of
$445,090 based on an assertion that the exercise price of a
warrant, issued on Feb. 27, 2007, that it holds, and that the
claimant purchased just prior to the warrants expiration, was not
properly adjusted and that the Company's refusal to issue the
shares underlying the warrant on exercise of the warrant at the
asserted adjusted price.  The Company denies that there was a
price adjustment as asserted by the plaintiff and intends to
defend itself vigorously in the action.

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

The Company reported a net loss of $711,847 on $nil revenue for
the six months ended June 30, 2011, compared with a net loss of
$487,108 on $nil revenue for the same period last year.

The Company's balance sheet at June 30, 2011, showed $1.3 million
in total assets, $4.5 million in total liabilities, and a
stockholders' deficit of $3.2 million.

As reported in the TCR on July 18, 2011, Silberstein Ungar, PLLC,
in Bingham Farms, Michigan, expressed substantial doubt about
Pacific Gold's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has incurred losses from operations, has negative
working capital and is in need of additional capital to grow its
operations so that it can become profitable.


PAGOSA PARTNERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Pagosa Partners II, Inc.
        dba Boulder Coffee, Inc.
        2839 Cornerstone Drive
        Pagosa Springs, CO 81147

Bankruptcy Case No.: 12-14727

Chapter 11 Petition Date: March 14, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: jsb@kutnerlaw.com

Scheduled Assets: $1,221,700

Scheduled Liabilities: $1,440,740

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

The petition was signed by Robert J. Ralis, president.


PICKWICK PINES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pickwick Pines Resort, Inc.
        11 Ashley Avenue
        Iuka, MS 38852

Bankruptcy Case No.: 12-11146

Chapter 11 Petition Date: March 15, 2012

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  CRAIG M. GENO, PLLC
                  Post Office Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  E-mail: cmgeno@cmgenolaw.com

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

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

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

The petition was signed by David McMeans, president, director.


PLUM & IDAHO: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Plum & Idaho, LLC
        1495 Pacific Highway, Suite 350
        San Diego, CA 92101

Bankruptcy Case No.: 12-16459

Chapter 11 Petition Date: March 15, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Scott C Clarkson

Debtor's Counsel: Michael A. Younge, Esq.
                  LAW OFFICE OF MICHAEL A. YOUNGE
                  8141 E. Kaiser Boulevard, Suite 200
                  Anaheim Hills, CA 92808
                  Tel: (714) 685-1170
                  Fax: (714) 276-1443
                  E-mail: youngelaw@aol.com

Scheduled Assets: $2,667,230

Scheduled Liabilities: $7,035,713

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-16459.pdf

The petition was signed by Howard C. Berkson, managing member.


PONCE TRUST: Receiver, Not Debtor, Can Use Cash Collateral
----------------------------------------------------------
The Bankruptcy Court earlier this month denied Ponce Trust, LLC's
Expedited Motion to Use Cash Collateral at the behest of 1300
Ponce Holdings, LLC.  In the same ruling, Judge Robert A. Mark
allowed a prepetition receiver to remain in place and permitted
the receiver to use cash collateral.

When it filed for bankruptcy, the Debtor immediately sought
permission to use cash collateral fund all necessary operating
expenses of the business.  The Debtor said if it cannot use cash
collateral, it will be forced to cease operations, which will
severely disrupt the entire operations.  The Debtor also asked the
Court to compel the receiver to relinquish control of the Debtor's
property, saying the receiver is unnecessarily increasing the
costs of administration and imposing costs that will not be
incurred by the Debtor's administration.

Ponce Trust, the developer and owner of the luxury residential
condominium  development known as 1300 Ponce, in Coral Gables,
Florida, filed Chapter 11 because of (a) the declining real estate
market, (b) its inability to reduce condominium prices in response
to changing market conditions, and (c) its inability, due to
circumstances beyond the Debtor's control, to renew, repay, or
refinance its secured mortgage debt owed to MUNB Loan Holdings,
LLC, which matured in 2011.

The residential condominium unit is worth $19 million.  MUNB is
owed $37.3 million.

Prior to the Petition Date, MUNB initiated a foreclosure action
against the Property in the Circuit Court of the 11th Judicial
Circuit in and for Miami-Dade County, Florida.  On July 21, 2011,
the State Court entered an Order Appointing Receiver, which inter
alia appointed Jeremy S. Larkin as receiver.  On Jan. 19, 2012,
the State Court entered its Amended Summary Final Judgment of
Foreclosure in favor of MUNB.

Two days after the bankruptcy filing, 1300 Ponce Holdings, as
assignee from MUNB, asked the Bankruptcy Court to excuse Mr.
Larkin  from the requirement to turn over the property to the
Debtor, citing the Debtor's flagrant mismanagement of the 1300
Ponce and violation of prior court orders.

MUNB also objected to the Debtor's use of funds for any purpose,
arguing that the Debtor is well aware that the funds in the
receiver's possession are not funds which are available to the
Debtor but, rather, constitute funds pledged by the Debtor as
collateral which the state court has already affirmed MUNB's
entitlement to.

MUNB said the case was filed in bad faith.  MUNB has filed a
motion for relief from stay to allow the State Court Action to
proceed forward.

1300 Ponce contains 125 residential condominium units, which are
configured as one-bedroom, two-bedroom, three bedroom units, all
with a wide selection of floor plans.   The highly amenitiezed
community includes a 25,000 square foot lushly landscaped pool
deck on the fifth floor with dramatic city views with the
convenience of 12,000 square feet of retail at street level.
Designed by the renowned architectural firm of Fullerton & Diaz,
1300 Ponce's Mediterranean-inspired architecture has a thoroughly
modern accent.

In the past year, potential purchasers of condominiums at 1300
Ponce have sought significant purchase price reductions.

As of the bankruptcy filing date, the Debtor has a remaining
inventory of about 83 units and rented about 40 of those units.
The Debtor intends to market the remaining Condominium Units for
both sale and rental.

In addition to MUNB, various lien claimants and judgment creditors
may claim a security interest in certain assets of the Debtor.
However, the Debtor does not believe that additional creditors
have a security interest in the Debtor's cash.

Mr. Larkin is the President of NAI Miami Commercial Real Estate
Services, Worldwide.

Attorneys 1300 Ponce Holdings LLC are:

          Franck D. Chantayan, Esq.
          CARLTON FIELDS, P.A.
          525 Okeechobee Blvd., Suite 1200
          West Palm Beach, FL 33401
          Telephone: (561) 659-7070
          Facsimile: (561) 659-7368
          E-mail: fchantayan@carltonfields.com

               - and -

          Merrick L. "Rick" Gross, Esq.
          CARLTON FIELDS, P.A
          100 S.E. Second Street, Suite 4200
          Miami, FL 33131-2114
          Telephone: (305) 530-0050
          Facsimile: (305) 530-0055
          E-mail: mgross@carltonfields.com

The receiver may be reached at:

          Jeremy S. Larkin
          9655 S. Dixie Hwy., #300
          Miami, FL 33156
          E-mail: jlarkin@naimiami.com

Ponce Trust LLC, filed for Chapter 11 bankruptcy (S.D. Fla. Case
No. 12-14247) on Feb. 22, 2012.  Judge Robert A. Mark presides
over the case.  Joel L. Tabas, Esq., and Mark S. Roher, Esq. --
mroher@tabasfreedman.com -- at Tabas, Freedman, Soloff, Miller &
Brown, P.A., serve as the Debtor's counsel.  In its petition, the
Debtor estimated assets and debts of $10 million to $50 million.
The petition was signed by Luis Lamar, vice president and manager.


PONCE TRUST: Sec. 341(a) Creditors' Meeting Tomorrow
----------------------------------------------------
The U.S. Trustee will convene a Meeting of Creditors pursuant to
11 U.S.C. Sec. 341(a) in the Chapter 11 case of Ponce Trust LLC on
March 21, 2012, at 1:30 p.m. at 51 SW First Ave Room 1021, in
Miami.

The deadline to file a complaint to determine dischargeability of
certain debts is May 21, 2012.

Proofs of claim are due June 19, 2012.

                         About Ponce Trust

Ponce Trust LLC, the developer and owner of the luxury residential
condominium development known as 1300 Ponce, in Coral Gables,
Florida, filed for Chapter 11 bankruptcy (S.D. Fla. Case No. 12-
14247) on Feb. 22, 2012.  Judge Robert A. Mark presides over the
case.  Joel L. Tabas, Esq., and Mark S. Roher, Esq., at Tabas,
Freedman, Soloff, Miller & Brown, P.A., serve as the Debtor's
counsel.  In its petition, the Debtor estimated assets and debts
of $10 million to $50 million.  The petition was signed by Luis
Lamar, vice president and manager.

Ponce Trust sought Chapter 11 because of (a) the declining real
estate market, (b) its inability to reduce condominium prices in
response to changing market conditions, and (c) its inability, due
to circumstances beyond the Debtor's control, to renew, repay, or
refinance its secured mortgage debt owed to MUNB Loan Holdings,
LLC, which matured in 2011.

Prior to the Petition Date, MUNB initiated a foreclosure action
against the Property in the Circuit Court of the 11th Judicial
Circuit in and for Miami-Dade County, Florida.  On July 21, 2011,
the State Court entered an Order Appointing Receiver, which inter
alia appointed Jeremy S. Larkin as receiver.  Mr. Larkin is the
President of NAI Miami Commercial Real Estate Services, Worldwide.

1300 Ponce contains 125 residential condominium units.  As of the
bankruptcy filing date, the Debtor has a remaining inventory of
about 83 units and rented about 40 of those units.  The Debtor
intends to market the remaining Condominium Units for both sale
and rental.

The residential condominium unit is worth $19 million.  MUNB is
owed $37.3 million.

1300 Ponce Holdings LLC, assignee of MUNB, is represented by
Carlton Fields, P.A.


PRA INTERNATIONAL: S&P Affirms 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Raleigh, N.C.-based PRA International Inc. The
rating outlook is stable.

"We also affirmed our 'BB' senior secured rating on the company's
first-out term loan and 'B' senior secured rating on the last-out
term loan. The recovery rating on the first-out term loan is '1',
indicating our expectation of very high (90% to 100%) recovery for
lenders in case of default. Our '5' recovery rating on the last-
out term loan indicates our expectation of modest (10% to 30%)
recovery for lenders in the event of a payment default," S&P said.

"We also affirmed our 'B-' subordinated debt rating , keeping our
'6' recovery rating on that debt unchanged. The '6' recovery
rating indicates our expectation of negligible (0% to 10%)
recovery in the event of a payment default," S&P said.

"PRA's 'aggressive' financial risk profile reflects our belief
that recent improvements in its financial profile (including
leverage below 4.9x and funds from operation [FFO] to debt of
around 13%) will be sustained, if not improve modestly, over the
next 12 months," said Standard & Poor's credit analyst Michael
Berrien. "In addition, the stable outlook on the speculative-grade
rating reflects our expectation that PRA will continue generating
positive free cash flow and that covenant cushions will improve
over the near term."

"We expect revenue and EBITDA growth to continue next year, but to
moderate to the mid-double-digit range for revenue and the high-
single-/low-double-digit range for EBITDA," added Mr. Berrien

"Our rating outlook on PRA is stable. While we expect revenue
growth to moderate somewhat over the next year, we expect that
leverage statistics will decline as EBITDA expands. However, we
believe PRA will remain aggressively leveraged over the near term
as it expands organically in a competitive industry," S&P said.

"A higher rating is unlikely over the near term, in our view.
Although we believe PRA has the capacity to further reduce its
aggressive leverage, financial sponsor ownership may influence
that capacity to be used for acquisitions or shareholder-friendly
actions despite a covenant package that limits the company's
ability to do so over the near term," S&P said.

"We could lower the rating if the company experiences a mid-
single-digit revenue decline, coupled with 200 basis points of
margin contraction due to major contract losses or a significant
deterioration in CRO industry conditions. If liquidity then
becomes an issue, as evidenced by covenant cushions tightening to
10% or less, we could lower the rating. We could also lower the
rating if the company's financial policy changes and results in
shareholder-friendly actions that contribute to our reassessment
of the company's financial risk profile as highly leveraged," S&P
said.


PROMETRIC INC: S&P Raises Corporate Credit Rating to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Baltimore,
Md.-based Prometric Inc. to 'BB+' from 'BB'. The rating outlook is
stable.

"We have also assigned Prometric's $175 million senior secured
credit facilities our 'BBB' issue-level rating (two notches higher
than the 'BB+' corporate credit rating on the company). We also
assigned this debt a recovery rating of '1', indicating our
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default. The senior secured facilities consist
of a $10 million revolving credit due 2017 and a $165 million term
loan due 2017. The company plans to use the issue proceeds to
refinance its higher-cost existing senior secured credit
facilities and subordinated notes," S&P said.

"The upgrade reflects improved profitability, good discretionary
cash flow, and reduced debt leverage, which we regard as
sustainable trends," said Standard & Poor's credit analyst Hal
Diamond.

"We consider the company's business risk profile as 'fair', based
on its consistent revenue and EBITDA growth and its good position
in the highly concentrated and competitive standardized-test
delivery market. Low debt leverage, a good margin of compliance
with financial covenants, and moderate financial policies underpin
our view that Prometric's financial risk profile is
'intermediate.' We believe these dynamics will result in the
company achieving low- to mid-single-digit percent revenue
growth on average, over the long term, with mid-single-digit
percent EBITDA growth," S&P said.

"Our stable rating outlook reflects our expectation that operating
performance will remain relatively stable and Prometric will
maintain low debt leverage. We do not consider either an upgrade
or a downgrade as likely. We could consider an upgrade to 'BBB-'
if the company gains market share, broadens its business base, and
we become convinced that the company will maintain its current
financial strategies over the long term. We could lower the rating
to 'BB' if the company encounters pricing pressure, looses market
share, and testing volumes declines, or if the company pursues
shareholder-favoring initiatives using debt or major debt-financed
acquisitions, resulting in debt leverage exceeding 3.0x," S&P
said.


RADLAX GATEWAY: Supreme Court to Hear Credit Bid Case on April 23
-----------------------------------------------------------------
The U.S. Supreme Court will consider arguments April 23 on a
critical bankruptcy issue: whether a debtor may sell assets free
and clear of liens without permitting a secured creditor to credit
bid.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the case RadLAX Gateway Hotel LLC v. Amalgamated Bank,
11-166, will determine whether bankrupt companies will have more
or less difficulty completing a reorganization when faced with
opposition from a secured creditor.

The Supreme Court's decision in RadLAX is also expected to resolve
a circuit split over this issue, says the firm Cadwalader,
Wickersham & Taft LLP.

As reported in the June 30, 2011 edition of the Troubled Company
Reporter, the Seventh Circuit in In re River Road Partners, LLC,
651 F.3d 642 (7th Cir. 2011), affirmed a bankruptcy court's
decision that rejected River Road Hotel Partners LLC's proposed
asset sale, ruling that the bidding procedures did not offer
secured lenders the protections required under the bankruptcy
code.  The Seventh Circuit prohibited the Debtor from pursuing
confirmation of a Chapter 11 plan that barred secured creditors
from submitting a credit bid but proposed to provide the
indubitable equivalent of their existing secured claims.

Mr. Rochelle notes that the appeals courts in New Orleans and
Philadelphia previously reached the opposite result, ruling in
2009 and 2010, respectively, that plain meaning leads to the
conclusion that there is no absolute right to credit bid when a
Chapter 11 plan provides other protections for the secured lender.
In In re Philadelphia Newspapers, LLC, 599 F.3d 298 (3d Cir.
2010), the Third Circuit allowed a debtor to pursue a chapter 11
plan under the indubitable equivalent prong of section 1129(b)(A)
without allowing secured creditors the right to credit bid.

According to Mr. Rochelle, Amalgamated Bank -- arguing the Chicago
court was correct -- is supported by friend-of-the-court briefs
from the U.S. Solicitor General and 14 law professors.  In their
view, the properly construed words of the statute give secured
lenders the right to credit bid even if the proposed
reorganization plan offers to pay off the claim at a price the
bankruptcy judge decides is the full value of the collateral.

Radlax is the U.S. Supreme Court's second bankruptcy case this
year.

Dow Jones Newswires has reported that a Supreme Court decision is
expected in June or later in the Summer.

           About River Road Hotel & RadLAX Gateway Hotel

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both were controlled
owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047) also on the same date,
estimating assets at $50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represented Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represented U.S. Bank.

The bankruptcy judge in Chicago on July 7, 2011, signed a
confirmation order for the Chapter 11 plan for River Road.  The
plan, which was proposed by River Road's lender, Amalgamated Bank,
will give ownership in exchange for $162 million in debt.  The
lender would waive its deficiency claim on taking title through
the plan.  The plan was declared effective Nov. 23, 2011.

RadLAX's case remains pending.


REAL AMERICA: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Real America, Inc.
        1233 Fox Road
        Middle Bass, OH 43446

Bankruptcy Case No.: 12-31142

Chapter 11 Petition Date: March 15, 2012

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Thomas C. Pavlik, Esq.
                  NOVAK & PAVLIK, LLP
                  950 Skylight Office Tower
                  1660 W. 2nd Street
                  Cleveland, OH 44113-1419
                  Tel: (216) 781-8700
                  Fax: (216) 781-9227
                  E-mail: lgoeden@nrplaw.com

Scheduled Assets: $440,850

Scheduled Liabilities: $12,169,586

The Company's list of its 15 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ohnb12-31142.pdf

The petition was signed by Edmund Gudenas, president.


REGIONS FINANCIAL: S&P Raises Issuer Credit Ratings From 'BB+/B'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long- and short-term
issuer credit ratings on Regions Financial Corp. (Regions) to
'BBB-/A-3' from 'BB+/B'. "We also raised our ratings on Regions'
primary bank subsidiary, Regions Bank, to 'BBB/A-2' from 'BBB-/A-
3'. The outlook on the long-term ratings on both entities is
stable. In addition, we raised the rating on the preferred shares
to 'BB' from 'B+', in accordance with our revised bank hybrid
capital criteria," S&P said

"Regions Financial announced this week that it planned to redeem
$3.5 billion in Series A cumulative perpetual preferred shares
issued to the U.S. Treasury under the Troubled Asset Relief
Program's (TARP) Capital Purchase Program and that it had priced a
common stock offering of approximately $900 million. In addition,
Regions announced that the Federal Reserve has completed its
review of the company's capital plan and informed the company that
it had no objections to the capital actions set forth in its
plan," S&P said.

"The upgrade primarily reflects our view that Regions' capital and
earnings have improved. As a result, we raised the bank's stand-
alone credit profile to 'bbb' from 'bbb-'," said Standard & Poor's
credit analyst Robert Hansen. "We estimate that the issuance of
common shares, coupled with the previously announced sale of its
wholly owned Morgan Keegan brokerage subsidiary, will increase
common equity by nearly $1.0 billion. As a result, our assessment
of the bank's capital and earnings has risen to adequate from
moderate, largely based on higher projected capital levels."

"Specifically, we now project that Regions' risk-adjusted capital
(RAC) ratio before diversification will rise to roughly 8.4% by
the end of 2012. This projected RAC ratio is solidly within the
7%-10% range that we deem as 'adequate' under our revised bank
criteria and is comparable to most other U.S. large regional
banks," S&P said.

"We expect that Regions will remain firmly profitable over the
next two years," said Mr. Hansen. "We think loan-loss provisions
could decline gradually, and we expect continued loan-loss reserve
releases due to slowly improving asset quality. We estimate that
the planned redemption of preferred shares will eliminate about
$175 million per year in preferred dividends, which would aid
earnings retention. However, this will be partially offset by
the loss of projected earnings from the sale of Morgan Keegan.
Moreover, the company fared adequately in our credit stress
testing, based on our higher projected capital levels. We view
earnings capacity as adequate. However, the company still faces
some risks related to its asset quality given its substantial
commercial real estate exposures and geographic concentrations in
the southeast."

"The stable outlook reflects our expectations that Regions will
remain profitable and that loan performance could improve somewhat
further in 2012 and 2013. As such, it is unlikely that we would
raise the ratings again within the next two years given that our
assessments of the company's business position, capital and
earnings, funding, and liquidity are not likely to improve.
However, if asset quality strengthens more than we currently
expect, then we could raise the long-term rating. Conversely, we
could lower the ratings if asset quality or liquidity deteriorates
meaningfully, or if the company does not remain firmly profitable
as we expect. More specifically, we could lower the rating if
nonperforming assets, by our calculation, rise materially from
current levels, or if cash and deposits at the parent holding
company fall substantially below $1 billion," S&P said.


RESIDENTIAL CAPITAL: May File for Ch. 11, Expects Fortress Buyout
-----------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that Ally Financial
Inc. unit Residential Capital LLC is expected to seek Chapter 11
protection and a possible sale to Fortress Investment Group LLC in
coming weeks, as it reels from steep losses in the faltering
mortgage market, according to Friday news reports.

Law360 relates that according to a report by the Wall Street
Journal that cited people familiar with the matter Fortress is
reportedly the front-runner to buy ResCap in the expected
bankruptcy proceedings.

                           About ResCap

Residential Capital LLC is a wholly owned subsidiary of GMAC
Mortgage Group, LLC, which is a wholly owned subsidiary of Ally
Financial Inc. Through its core originations and servicing
business, ResCap originates, purchases, and services residential
mortgage loans.  As of Sept. 30, 2011, ResCap had a total
servicing book of $389.4 billion, making it the fifth largest
servicer in the U.S.

Ally Financial, formerly GMAC Inc. -- http://www.ally.com/-- is
one of the world's largest automotive financial services
companies.  Ally's other business units include mortgage
operations and commercial finance, and the company's subsidiary,
Ally Bank, offers online retail banking products.  Ally operates
as a bank holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

GMAC has tapped Goldman Sachs Group Inc. and Citigroup Inc. to
advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

The Company's balance sheet at June 30, 2011, showed
$178.88 billion in total assets and $158.46 billion in total
liabilities.


RESTAURANT TIERRA: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Restaurant Tierra Santa Inc.
        248 Ave F D Roosevelt
        San Juan, PR 00918

Bankruptcy Case No.: 12-01939

Chapter 11 Petition Date: March 15, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  E-mail: cerqlaw@coqui.net

Scheduled Assets: $1,520,433

Scheduled Liabilities: $1,745,247

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb12-01939.pdf

The petition was signed by Hani A. Saba, president.


RIDGE PARTNERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ridge Partners, LP
          dba Portofino Senior Apartments
        c/o Ken Palmer
        380 Linden Street
        Reno, NV 89502

Bankruptcy Case No.: 12-50544

Chapter 11 Petition Date: March 15, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $9,212,387

Scheduled Liabilities: $12,599,259

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-50544.pdf

The petition was signed by Robert F. Nielsen, general partner.


RIVERBANK REDEVELOPMENT: S&P Cuts Tax Allocation Bonds Rating 'CC'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'CC' from
'CCC' on Riverbank Redevelopment Agency, Calif.'s series 2007A
(nonhousing) and series 2007B (housing) tax allocation bonds. "In
addition, we removed the rating from CreditWatch and assigned a
negative outlook," S&P said.

"The rating actions reflects our view of the agency's lowered debt
service coverage and, therefore, its need to use the debt service
reserve fund to meet annual debt service obligations for calendar
year 2012, with likely default of payment on its Feb. 1, 2013 debt
service payment date," said Standard & Poor's credit analyst Alda
Mostofi. "We had previously placed the rating on CreditWatch with
negative implications due to the dissolution of California
redevelopment agencies, which caused the agency to lose access to
unpledged revenues to make debt service payments. The agency has
expressed to us that it does not have access to any unpledged
revenue sources," added Mr. Mostofi.

"The project area, created in 2005, encompasses 1,230 acres in the
downtown core of Riverbank, in northern Stanislaus County, eight
miles northeast of Modesto. Stanislaus County has experienced a
severe market correction in its real estate values," S&P said.


SAFENET INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Belcamp, Md.-based data protection solutions
provider SafeNet Inc. The outlook is stable.

"We also affirmed our 'B+' issue rating on the company's existing
first-lien term loan. The '2' recovery rating on the debt remains
unchanged and indicates expectations for substantial (70%-90%)
recovery of principal in the event of default. In addition, we
affirmed our 'B-' issue rating on the company's existing second-
lien term loan, keeping the '5' recovery rating on the debt
unchanged. The '5' recovery rating indicates expectations for
modest (10%-20%) recovery of principal in the event of default,"
S&P said.

"At the same time, we assigned a preliminary 'B+' issue rating
with a preliminary recovery rating of '2' to the proposed extended
portion of the first-lien term loan, and a preliminary 'B-' issue
rating with a preliminary recovery rating of '5' to the proposed
extended portion of the second-lien term loan. The final amount of
the extended portions will be determined upon finalization of the
amendment to the first- and second-lien credit facilities," S&P
said.

"Finally, we assigned a preliminary 'B+' issue rating with a
preliminary recovery rating of '2' to the company's new $25
million senior secured revolving credit facility and $150 million
incremental first-lien term loan," S&P said.

The company is paying a debt-financed dividend to shareholders
that will increase leverage from about 4.5x to about 5.9x.

"The rating on SafeNet reflects its high leverage, modest
liquidity, and vulnerability to competition from large vendors
with stronger financial profiles" explained Standard & Poor's
credit analyst Katarzyna Nolan. "In our view, the company's
diversified product portfolio, strong customer relationships, and
growing addressable markets partially offset these factors."

"SafeNet is a provider of data protection solutions to commercial
and government customers. The company specializes in certificate-
based token authentication products, hardware security modules,
network encryptors, and software rights management products (SRM).
Revenues for the fiscal year ended December 2011 were
approximately $454.7 million, flat from the year-earlier period,"
S&P said.

"The stable rating outlook incorporates our expectations that the
company's diversified product portfolio and significant customer
switching costs will support consistent operating trends and
profitability. We would consider an upgrade if SafeNet sustains
leverage below 5x as a result of modest revenue and EBITDA growth.
We may lower the rating if a more aggressive financial and
acquisition policy leads to leverage approaching 7x," S&P said.


SELECT TREE: Sec. 341 Creditors' Meeting Set for April 6
--------------------------------------------------------
The U.S. Trustee for the Western District of New York scheduled a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
cases of Select Tree Farms, Inc., and its owner, George A.
Schichtel and Debra G. Schichtel on April 6, 2012, at 11:00 a.m.
at Buffalo UST - Olympic Towers.

                      About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).

Judge Carl L. Bucki presides over the case.  Beth Ann Bivona,
Esq., at Damon Morey LLP, serves as the Debtors' counsel.


SELECT TREE: Final Cash Collateral Hearing on March 26
------------------------------------------------------
The Bankruptcy Court in Buffalo, New York, will hold a final
hearing March 26 at 3:00 p.m. on the request of Select Tree Farms,
Inc., and its owner, George A. Schichtel and Debra G. Schichtel,
to use cash collateral.

On March 9, the Court issued an order authorizing emergency use of
cash collateral in which Evans Bank, NA and Farm Credit East ACA
has or claims a lien or security interest.

As emergency adequate protection, the March 9 order granted the
Secured Creditors "rollover" replacement liens in postpetitin
assets of Select Tree Farms.

The March 9 order permitted the Debtors to use cash collateral of
up to $2,500 for a one-week period.  The Court was slated to hold
an interim hearing March 13 on the cash use.

The Debtor said Evans Bank, N.A., has $2.08 million claim, of
which $218,500 is secured.

                      About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).

Judge Carl L. Bucki presides over the case.  Beth Ann Bivona,
Esq., at Damon Morey LLP, serves as the Debtors' counsel.


SOUTHERN SKY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Southern Sky Air & Tours, LLC
        dba Direct Air
        375 Airport Drive
        Worcester, MA 01602

Bankruptcy Case No.: 12-40944

Chapter 11 Petition Date: March 15, 2012

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

Judge: Melvin S. Hoffman

Debtor's Counsel: Alan L. Braunstein, Esq.
                  RIEMER & BRAUNSTEIN, LLP
                  Three Center Plaza
                  Boston, MA 02108
                  Tel: (617) 880-3516
                  E-mail: abraunstein@riemerlaw.com

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

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

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

The petition was signed by Hank L. Torbert, member of Board of
Directors.


SOUTHERN UNION: Fitch Holds Junior Subordinated Rating at 'BB'
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Southern Union Company
(SUG) and its subsidiary Panhandle Eastern Pipe Line Company, LP
(PEPL) and removed them from Rating Watch Negative where they were
placed on June 24, 2011, following the announcement of a competing
offer for SUG by The Williams Companies, Inc. (WMB).  The Rating
Watch reflected the uncertainty around SUG's ultimate corporate
structure and debt profile from a merger with WMB or Energy
Transfer Equity, L.P. (ETE; Fitch Issuer Default rating [IDR] of
'BB-'; Outlook Stable), the eventual successful bidder.  These
uncertainties have been mostly resolved and ETE's acquisition of
SUG is expected to close by the end of March.

The Rating Outlook is Stable.  Approximately $2.4 billion of debt
and hybrid securities is affected by this action.

ETE will acquire SUG for $5.7 billion.  SUG shareholders can elect
to exchange each share of SUG common stock for either $44.25 in
cash or 1 common unit of ETE. The cash consideration will be
capped at 60% of the $5.7 billion merger consideration and the ETE
common unit consideration will be capped at 50% of the merger
consideration.  Immediately prior to the SUG merger Energy
Transfer Partners, L.P. (ETP; IDR 'BBB-'; Outlook Negative) will
purchase SUG's 50% interest in Citrus Corp. for approximately $2
billion, consisting of $1.895 billion of cash and $105 million of
ETP common units.

Rating Rationale: Fitch believes that SUG's post-merger standalone
credit metrics and business risk profile are consistent with its
current 'BBB-' rating. Approximately $445 million of the cash
proceeds from ETP's purchase of Citrus will be used to reduce debt
at SUG, including the retirement of a term loan at a PEPL
subsidiary.  Fitch projects SUG's 2012 consolidated debt to EBITDA
to approximate 4.0 times (x). PEPL's 2012 leverage should be under
4.0x.

SUG's remaining operations include its Missouri and Massachusetts
regulated gas distribution divisions; significant Federal Energy
Regulatory Commission (FERC) regulated transportation and storage
assets at PEPL; its liquid natural gas (LNG) terminal in Lake
Charles, Louisiana supported by long-term capacity contracts with
BG LNG Services; and its gathering and processing segment, which
unlike its other operations represents significant commodity
exposure despite an active hedging program.  Fitch has also
considered the significant market value of SUG's operations and
would anticipate that a portion of proceeds from any future third-
party asset sale or affiliate dropdown would be used for debt
reduction at SUG.

Linkage Minimized Between SUG and ETE: The three-notch separation
between ETE's 'BB-' and SUG's 'BBB-' IDRs reflects the
considerable legal separation between the entities.  SUG has
committed to maintain separate books and records, prepare its own
tax returns, not commingle assets with ETE, not assume or
guarantee the debts of any affiliate, and have a separate board of
directors which will include one independent director with
important bankruptcy-related voting rights.  These actions are
being addressed in a legal opinion relating to federal bankruptcy
law.  Also, the Missouri Public Service Commission order
authorizing the merger has certain conditions as to SUG's future
operations and organizational structure that further encourages
the separation of the companies.

PEPL Strongly Linked to SUG: While PEPL's standalone credit
profile is supported by FERC-regulated pipeline operations, LNG
facilities under long-term contracts, and the structural seniority
of its debt obligations to those at SUG, its ratings reflect the
clear linkage between the parent and subsidiary.  In addition to
PEPL's participation in SUG's cash management program and the
importance of PEPL's future cash flows to SUG, the propensity to
use inter-company notes to finance activities outside of PEPL
reinforces this relationship.

Liquidity is Adequate: SUG is in the process of upsizing its
unsecured revolving credit facility due May 20, 2016, to $700
million from $550 million.  The revolver amendment is expected to
be effective at the time of the merger close.  At Feb. 17, 2012
there was $148.3 million outstanding under the credit facility.
On Feb. 23, 2012, Trunkline LNG Holdings, LLC (LNG Holdings), a
subsidiary of PEPL, refinanced a $455 million term loan with a new
three-year unsecured term loan facility due Feb. 23, 2015.  The
company expects to retire the remaining $342 million outstanding
of an LNG Holdings term loan due June 2012 with a portion of the
$445 million it will receive in connection with the Citrus merger.
The LNG Holdings's term loans are guaranteed by PEPL.

Catalysts for Future Rating Actions: Possible catalysts for
negative rating actions for SUG and PEPL include materially weaker
operating performance from SUG's non-regulated midstream
operations or a sale or dropdown of a business segment that would
result in relatively weaker credit metrics or greater relative
business risk for the remaining company.  Also considered would be
a downgrade to ETE's IDR or a weakening of the legal separation
between ETE and SUG.  Possible catalysts for positive rating
actions include the sale or dropdown of a business segment that
would result in stronger credit metrics or lower business risk for
the remaining company.

Fitch affirms the following ratings with a Stable Outlook:

Southern Union Company

  -- IDR at 'BBB-';
  -- First Mortgage Bonds at 'BBB';
  -- Senior Unsecured at 'BBB-';
  -- Junior Subordinated at 'BB'.

Panhandle Eastern Pipe Line Company, LP

  -- IDR at 'BBB-';
  -- Senior Unsecured at 'BBB-'.


SOUTHTOWNE MANAGEMENT: Case Summary & Creditors List
----------------------------------------------------
Debtor: Southtowne Management Group, LLC
          aka Pine Ridge Apartments
        1463 Sutton Bridge Road
        Rainbow City, AL 35906

Bankruptcy Case No.: 12-40482

Chapter 11 Petition Date: March 15, 2012

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Harry P. Long, Esq.
                  THE LAW OFFICE OF HARRY P. LONG, LLC
                  P.O. Box 1468
                  Anniston, AL 36202
                  Tel: (256) 237-3266
                  E-mail: hlonglegal@aol.com

Scheduled Assets: $3,421,125

Scheduled Liabilities: $8,206,145

The Company's list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/alnb12-40482.pdf

The petition was signed by Mark Edwin Edwards, partner.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Wildhaven Townhomes, LLC              12-40483
  Assets: $0 to $50,000
  Debts: $1 million to $10 million
Williamsburg Townhomes, LLC           12-40484


SPARTA COMMERCIAL: Delays Form 10-Q for Jan. 31 Quarter
-------------------------------------------------------
Sparta Commercial Services, Inc., is in the process of preparing
and reviewing the financial and other information for its Form
10-Q report for the quarterly period ended Jan. 31, 2012, and does
not expect the report will be finalized for filing by the
prescribed due date without unreasonable effort or expense.  The
Company needs additional time to complete its financial
statements, as well as to have the report reviewed by its
accountants and attorneys.  The Company undertakes the
responsibility to file that report no later than five days
following the prescribed due date.

                       About Sparta Commercial

Based in New York, Sparta Commercial Services, Inc.
-- http://www.spartacommercial.com/-- is a nationwide financial
services company offering financing and leasing products to
consumers and retail powersports dealers.  Sparta also serves
municipal and governmental agencies nationwide with its Municipal
Lease Program, which offers financing for essential equipment for
the law enforcement and emergency response communities.

The Company's subsidiary, Specialty Reports, Inc. d/b/a Cyclechex,
is in the business of offering online access to detailed product
ownership and usage reports for various classes of previously
owned assets.  Cyclechex's initial product release is the
Cyclechex Motorcycle History Report.

The Company reported a net loss of $978,761 for the six months
ended Oct. 31, 2011, compared with a net loss of $1.75 million for
the same period during the prior year.

The Company's balance sheet at Oct. 31, 2011, showed $1.12 million
in total assets, $4.51 million in total liabilities and a $3.39
million total deficit.

RBSM LLP, in New York, noted that the company has suffered
recurring losses from operations that raises substantial doubt
about the company's ability to continue as a going concern.


SPECTRUM BRANDS: Fitch Rates $300MM Senior Unsecured Notes 'BB-'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Spectrum Brands,
Inc.'s (Spectrum) 6.75%, $300 million senior unsecured notes due
2020 and guaranteed by its parent company, SB/RH Holdings, LLC as
well as Spectrum's domestic subsidiaries.  The proceeds will be
used primarily to refinance a subordinated note with approximately
$25 million remaining for general corporate purposes.

Spectrum has tendered for its 12%, $245 million subordinated
notes.  The tender is expected to expire on March 28, 2012.  The
subordinated notes along with premium and fees should utilize
around $275 million of the proceeds.  Thus far, 94.45% of the
notes have been tendered.  If the remainder is not tendered,
Spectrum intends to defease it by providing the trustee with
enough cash to cover the principal, interest and premium through
Aug. 28, 2012 when it will be called under terms of the Aug. 28,
2009 indenture.  Fitch will maintain its 'B+' rating on the
remaining subordinated note and withdraw it when called.

On March 15, 2012, Spectrum disclosed that it had debt of $1.85
billion on Feb. 26, 2012 prior to effecting these transactions.
Pro forma leverage through the last 12 months (LTM) ended Jan. 1,
2012, is approximately 4.1 times (x) and should end the fiscal
year within Fitch's expectations in the 3.5x range primarily
through EBITDA growth.  Modest reduction in debt balances in the
fourth quarter when the company generates most of its cash flow
should also contribute to leverage declining.  Leverage materially
higher than 3.5x at year end would be of concern.  The far lower
coupon on the new debt will allow for interest savings of more
than $9 million.

It is noted that the subordinated note had very restrictive terms
and with its elimination the company will be able to issue
dividends of up to $40 million, perhaps several quarters earlier
than it would have otherwise.  Spectrum had over $150 million in
free cash flow (FCF) through the LTM.  Fitch expects FCF to remain
near $100 million in the near term including $40 million in
dividends.  As a result, dividends will be funded with internally
generated cash flows with the excess being used to reduce debt in
line with the company's public goals.

Fitch views the transaction as credit neutral.  Given the
restrictive nature of the subordinated notes and the high coupon
rate in a low interest rate environment, it was highly likely to
be called at the first opportunity - Aug. 28, 2012.  This and a
potential dividend were already factored into the rating when
Fitch initiated coverage on Nov. 2, 2011.

Spectrum's financial performance through the LTM with an EBITDA
margin of 14.5% and FCF of $151 million are moderately above
Fitch's expectations. Leverage was 3.9x.  Liquidity of $193
million encompasses $133 million of availability under its secured
revolving credit agreement as of Jan. 1, 2012 and $60 million in
cash on Feb. 26, 2012.  Debt amortization remains modest at just
$7 million annually.  Fitch expects that Spectrum will continue to
direct FCF towards debt reduction.

Fitch currently rates Spectrum Brands as follows:

  -- Long-term Issuer Default Rating (IDR) 'BB-';
  -- $300 million senior secured revolving credit agreement 'BB-';
  -- $525 million senior secured term loan 'BB-';
  -- $950 million 9.5% senior secured notes 'BB-';
  -- $245 million 12% senior subordinated toggle notes at 'B+'.

The Rating Outlook is Stable.

Spectrum's 'BB-' IDR reflects its recent de-leveraging and goal to
operate on a long term basis with leverage of 3.5x or less,
Fitch's expectations that FCF which has been positive since 2009
will increase, and a product portfolio focused on the value end of
the consumer base which matches well with constrained consumers.
The rating also encompasses the fact that Spectrum is a controlled
company with limited independent directors and has a majority
owner in Harbinger Group, Inc. which is itself controlled by funds
managed by or affiliated with Harbinger Capital Partners, LLC, a
hedge fund.  However, potential ownership issues on bondholders
are mitigated by covenants at both Spectrum and Harbinger Group,
Inc.



SPECTRUM BRANDS: S&P Rates $275MM Senior Unsecured Notes 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to U.S.-based consumer products company Spectrum Brands
Inc.'s proposed $275 million senior unsecured notes issuance. "The
recovery rating on the proposed notes is '5', which indicates our
expectation that noteholders would recover a modest amount (10%-
30%) of principle in the event of a payment default or
bankruptcy," S&P said.

"We expect Spectrum Brands will use proceeds of the notes to
refinance its existing 12% senior subordinated notes due 2019, to
pay the tender premium, and to pay estimated fees and expenses. As
of Dec. 31, 2011, about $245 million of the 12% senior
subordinated notes were outstanding. Pro forma for the proposed
note issuance and the tender of existing notes, we estimate the
company will have about $1.8 billion in reported debt
outstanding," S&P said.

"Our 'B' corporate credit rating on Spectrum Brands reflects our
assessment that the company continues to have a 'weak' business
risk profile and a 'highly leveraged' financial risk profile, as
our criteria define the terms. We believe the company's businesses
remain highly competitive, and its input costs remain volatile.
The strong negotiating power of the company's concentrated
retailer customer base heightens these risks. The company benefits
from its ongoing value-priced product offerings, diverse product
lines, and geographic diversification. We estimate the company's
key financial ratios will remain indicative of a highly leveraged
financial risk profile, including adjusted leverage of about 4x
and funds from operations (FFO) to total debt of about 11%, absent
debt reduction," S&P said.

"The outlook is stable, which reflects our estimate for key
financial ratios to remain near current levels through the middle
of fiscal 2012 (fiscal year-end Sept. 30) as the company uses cash
for acquisitions and dividends. We could raise our ratings if it
repays meaningful debt later in 2012 or if profitability growth
exceeds our current forecast, resulting in adjusted leverage of
3.5x. Based on fiscal 2012 first-quarter results, EBITDA would
have to increase by about 10% or debt would have to decrease by
about $200 million for adjusted leverage to reach 3.5x. We could
lower our ratings if profitability falls below our current
forecast, causing financial ratios to meaningfully weaken, with
adjusted leverage increasing to greater than 6x. Based on fiscal
2012 first-quarter results, EBITDA would have to decline 33% or
debt would have to increase by $1 billion for adjusted leverage to
exceed 6x," S&P said.

RATINGS LIST
Spectrum Brands Inc.
Corporate credit rating                   B/Stable/--

Ratings Assigned
$275 million senior unsecured notes       B-
  Recovery rating                          5


SUSQUEHANNA BANCSHARES: Moody's Issues Summary Credit Opinion
-------------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Susquehanna Bancshares, Inc., and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Susquehanna Bancshares, Inc and its affiliates.

Moody's current ratings on Susquehanna Bancshares, Inc. and its
affiliates are:

Subordinate (domestic currency) ratings of Ba1

Senior Unsecured Shelf (domestic currency) ratings of (P)Baa3

Subordinate Shelf (domestic currency) ratings of (P)Ba1

Junior Subordinate Shelf (domestic currency)ratings of (P)Ba2

Preferred Shelf (domestic currency) ratings of (P)Ba2

Preferred shelf -- PS2 (domestic currency) ratings of (P)Ba3

Susquehanna Bank

Long Term Issuer rating of Baa2

Long Term Bank Deposits (domestic currency) ratings of Baa2

Long Term Other Senior Obligations ratings of Baa2

Bank Financial Strength ratings of C-

Short Term Bank Deposits (domestic currency) ratings of P-2

Short Term Other Senior Obligations ratings of P-2

Susquehanna Capital I

BACKED Preferred Stock (domestic currency) ratings of Ba2; (hyb)

Susquehanna Capital II

BACKED Preferred Stock (domestic currency) ratings of Ba2; (hyb)

BACKED Preferred Shelf (domestic currency) ratings of (P)Ba2

Susquehanna Capital III

BACKED Preferred Shelf (domestic currency) ratings of (P)Ba2

Susquehanna Capital IV

BACKED Preferred Shelf (domestic currency)ratings of (P)Ba2

RATING RATIONALE

Moody's assigns a stand-alone Bank Financial Strength Rating
(BFSR) of C- to Susquehanna Bank, the principal operating
subsidiary of Susquehanna Bancshares, Inc., which maps to a
baseline credit assessment of Baa2. Moody's assessment of the
probability of systemic support being extended to Susquehanna in
the event it is needed is zero. With no expectation of external
support, the long-term deposit rating is Baa2, the same as the
baseline credit assessment.

The ratings reflect Susquehanna's good community banking franchise
in its primary markets which helps to support the company's ample
liquidity. The ratings also incorporate Susquehanna's sizable CRE
exposure, which represented 2.8 times adjusted tangible common
equity (TCE) at June 30, 2011, the bank's less than robust
profitability and an efficiency ratio that is on the high end
relative to similarly rated peers. Contributing factors included
its expansion strategy through mostly acquisitions in addition to
higher operating costs associated with the bank's auto leasing
business and wealth management, and higher loan servicing costs
associated with handling Susquehanna's problem assets.

Rating Outlook

The outlook is stable which reflects Moody's view that Susquehanna
has sufficient capital to withstand an even more stressed economic
environment, which mitigates downward pressure on the ratings in
the intermediate-term.

What Could Change the Rating - Up

Upward pressure on the ratings could result from a reduced CRE
concentration and demonstration of consistently superior core
profitability while maintaining good asset quality.

What Could Change the Rating - Down

Given Susquehanna's sizable exposure to CRE, particularly
residential construction, a downgrade would result from Moody's
expectation that Susquehanna's capital position could erode from
significant additional credit charges to be taken. A sustained
weakening of core earnings could also lead to a rating downgrade.

The methodologies used in these ratings were Bank Financial
Strength Ratings: Global Methodology published in February 2007,
Incorporation of Joint-Default Analysis into Moody's Bank Ratings:
A Refined Methodology published in March 2007, and Moody's
Guidelines for Rating Bank Hybrid Securities and Subordinate Debt
published in November 2009.


TALON THERAPEUTICS: James Flynn Discloses 44.2% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, James E. Flynn and his affiliates disclosed
that, as of March 14, 2012, they beneficially own 15,347,159
shares of common stock of Talon Therapeutics, Inc., representing
44.23% of the shares outstanding.  As previously reported by the
TCR on Jan. 18, 2012, Mr. Flynn reported beneficial ownership of
15,569,573 common shares or 45.26% equity stake.  A copy of the
amended filing is available for free at http://is.gd/ttUsd4

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $25.98 million in 2010 and a
net loss of $24.14 million in 2009.  The Company also reported a
net loss of $17.17 million for the nine months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2011, showed
$5.66 million in total assets, $32.66 million in total
liabilities, $30.64 million in 10 million shares authorized, and a
$57.64 million total stockholders' deficit.

The Company does not generate any recurring revenue and will
require substantial additional capital before it will generate
cash flow from its operating activities, if ever.  The Company
does not currently have sufficient capital to fund its entire
development plan beyond 2011.  The Company's continued operations
depend entirely upon obtaining additional capital.  The Company
will be unable to continue development of its product candidates
unless it is able to obtain additional funding through equity or
debt financings or from payments in connection with potential
strategic transactions.  The Company can give no assurances that
any additional capital that it is able to obtain, if any, will be
sufficient to meet its needs.  Moreover, there can be no assurance
that such capital will be available to the Company on favorable
terms or at all, especially given the current economic environment
which has severely restricted access to the capital markets.  If
anticipated costs are higher than planned or if the Company is
unable to raise additional capital, it will have to significantly
curtail planned development to maintain operations through 2011.
These conditions raise substantial doubt as to the Company's
ability to continue as a going concern.

As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.


TAVOR HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tavor Holdings, LLC
        300 West 41th Street
        Miami Beach, FL 33140

Bankruptcy Case No.: 12-16196

Chapter 11 Petition Date: March 14, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Craig A. Pugatch, Esq.
                  RICE PUGATCH ROBINSON & SCHILLER, P.A.
                  101 NE 3 Ave. #1800
                  Ft Lauderdale, FL 33301
                  Tel: (954) 462-8000
                  Fax: (954) 462-4300
                  E-mail: capugatch.ecf@rprslaw.com

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb12-16196.pdf

The petition was signed by Mordechai Boaziz, manager.


TELVUE CORP: Stockholders OK Cancellation of Class A Pref. Stock
----------------------------------------------------------------
TelVue Corporation held a Special Meeting of Stockholders on
March 12, 2012.  Holders of 36,917,153 shares of the Company's
common stock were present in person or by proxy, representing
approximately 75.21% of the outstanding shares eligible to vote.
At the Special Meeting, stockholders:

   (a) approved an amendment of TelVue's Certificate of
       Incorporation in order to retire and cancel the existing
       authorized Class A Preferred Stock;

   (b) approved the Debt Conversion Agreement;

   (c) authorized an amendment to TelVue's Certificate of
       Incorporation in order to increase the number of authorized
       shares of TelVue's common stock, par value $.01 per share,
       from 100,000,000 shares to 600,000,000, shares and to
       authorize 22,500 shares of Series A Convertible Preferred
       Stock; and

   (d) authorized the Board of Directors to amend TelVue's
       Certificate of Incorporation to effect, in its discretion,
       a reverse stock split of the authorized and outstanding
       shares of TelVue's common stock, at a specified ration of
       1-for-200.

                      About TelVue Corporation

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.

The Company also reported a net loss of $2.43 million on
$3.40 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $2.53 million on $2.71 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.62 million in total assets, $26.15 million in total
liabilities, and a $24.52 million stockholders' deficit.

ParenteBeard LLC, in Huntingdon Valley, Pa., expressed substantial
doubt about TelVue's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a net accumulated deficit.


TITTERINGTON VETERINARY: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Titterington Veterinary Services, Inc.
          dba Titterington Veterinary Services, Inc.
              Emerald Valley Veterinary Clinic
              Emerald Valley Pet Medical Center
              Pet Medical Center
        2674 Harris Street
        Eugene, OR 97405

Bankruptcy Case No.: 12-60950

Chapter 11 Petition Date: March 14, 2012

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley, III

Debtor's Counsel: Judson M. Carusone, Esq.
                  BROMLEY NEWTON LLP
                  711 Country Club Road, #200
                  Eugene, OR 97401
                  Tel: (541) 343-4700
                  E-mail: jc@bromleynewton.com

Estimated Assets: Not Stated

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 Ronald John Titterington, president.


T-L BRYWOOD: Hearing Today on Bid to Use PrivateBank Cash
---------------------------------------------------------
T-L Brywood LLC will appear before Judge Donald R. Cassling today,
March 20, 2012, at 9:30 a.m., to seek authority to use certain
cash and cash equivalents that allegedly serve as collateral for
mortgage claims asserted against the Debtor and its property by
The PrivateBank and Trust Company.  The cash collateral relate to
rents generated at the Debtor's commercial shopping center and the
funds on deposit in accounts maintained by the Debtor.

PrivateBank asserts a senior position mortgage lien and claim
against the Property which purportedly secures a senior mortgage
debt of $11,800,000.  In addition to its mortgage liens on the
Property, the Lender asserts a security interest in and lien upon
the rents being generated at the Property.

According to an appraisal of the Property done on behalf of the
bank, the Debtor said the Property has significant equity.
Moreover, the Property generates more than sufficient cash flow to
cover all operating, management and leasing expenses at the
Property.

The Debtor said it has several options for the reorganization of
the Property, all of which are presently being analyzed by the
Debtor.  Each of these options provides a mechanism for the
payment of creditors' claims in the context of a confirmable Plan
of Reorganization.

The Debtor has submitted to the Court its monthly cash flow
projections for the period March 2012, through June 2012,
itemizing its cash needs during the relevant period.

The Debtor proposes to provide adequate protection to PrivateBank,
including maintaining sufficient cash reserves for payment of
current real estate taxes, and granting the Lender valid,
perfected, enforceable security interests in and to the Debtor's
post-petition assets.

PrivateBank is represented by:

          William J. Connelly, Esq.
          HINSHAW & CULBERTSON LLP
          222 N. LaSalle St., Suite 300
          Chicago, IL 60601
          E-mail: wconnelly@hinshawlaw.com

At today's hearing, the Court will also consider the Debtor's
request for an extension of its deadline to file schedules of
assets and liabilities and statement of financial affairs.  Those
documents are initially due to be filed within the first 15 days
of the bankruptcy case.

Pursuant to the case docket, the Debtor is required to submit a
Chapter 11 plan of reorganization and accompanying disclosure
statement by July 10, 2012.

                         About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12 , 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Richard Dube, president of
Tri-Land Properties, Inc., manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


T-L BRYWOOD: Sec. 341 Creditors' Meeting Set for April 26
---------------------------------------------------------
Patrick S. Layng, the U.S. Trustee for Region 11, will convene a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of T-L Brywood LLC on April 26, 2012, at 1:30 p.m. at 219
South Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802,
Chicago.

The last day to object to dischargeability is June 25, 2012.

                         About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12 , 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Richard Dube, president of
Tri-Land Properties, Inc., manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


TOWN OF HARRISON: Moody's Reviews 'Ba3' G.O. Bond Rating
--------------------------------------------------------
Moody's Investors Service has placed the Town of Harrison's (NJ)
long-term general obligation bond rating of Ba3 under review for
possible upgrade, affecting approximately $24.5 million of rated
outstanding debt. The review does not apply to outstanding county-
guaranteed debt which carries Hudson County's general obligation
rating of Aa3 and its negative outlook.

RATINGS RATIONALE

The review for possible upgrade follows several positive
developments in Harrison's credit quality. Positive events include
additional, although limited, financial support from the State of
New Jersey (GO rated Aa3/stable outlook), the town's admittance
into the New Jersey Qualified Bond Program, a favorable court
ruling on Red Bull Arena property tax litigation, and structural
improvements to town financial operations. The review will
consider the town's success in accessing the capital markets for
cash flow notes this spring, which Moody's views as uncertain
given the town's very poor market access in fiscal 2011. The town
is heavily reliant upon cash-flow borrowing to fund operations,
including debt service, which comprises a hefty 17% of
expenditures. Assistance from the state of New Jersey in the form
of a short-term loans to repay tax anticipation notes, if
necessary, may enhance market access, but is inherently limited by
an inability to cross state fiscal years.

STRENGTHS

- Demonstrated state support

- Recent structural improvements to financial operations

CHALLENGES

- Uncertain market access

- Enterprise- and development-related risk

- High leverage

Outlook

Moody's review will consider Harrison's future ability to access
the capital markets for cash flow purposes and uncertainties
regarding the amounts and timing of projected developer PILOT
payments and expected reimbursements. The future review will also
consider fiscal 2011 audited financial results and adopted fiscal
2012 budget.

WHAT COULD MOVE THE RATING UP:

* Improved market access demonstrated by multiple bids for short-
  term notes

* Adoption of structurally balanced budget

WHAT COULD MOVE THE RATING DOWN:

* Lack of future market access

* Continued reliance on short-term borrowing to pay debt service

* Future debt issuances that materially increase the town's debt
  burden

* Increased cash flow borrowing in relation to the budget

* Further deterioration of the town's tax base

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


TRAILER BRIDGE: Files Second Amended Chapter 11 Plan
----------------------------------------------------
BankruptcyData.com reports that Trailer Bridge filed with the U.S.
Bankruptcy Court a Second Amended Chapter 11 Plan of
Reorganization.

According to documents filed with the Court, "On the Effective
Date, the Reorganized Debtor will obtain new financing in the
approximate amount of $[30] million. Funds from the exit facility
will be used to satisfy the DIP Facility Claims, support other
payments required to be made under the Plan, pay transaction
costs, and fund working capital and other general corporate
purposes of the Reorganized Debtor following the Effective
Date....The Corporate Governance Documents of the Reorganized
Debtor will provide for the authorization of and issuance of New
Common Stock in the Reorganized Debtor to the holders of Allowed
Noteholder Deficiency Claims which will be subject to dilution
based upon the issuance of New Common Stock issued pursuant to any
New Management Incentive Plan as set forth in Article IV of the
Plan, and Allowed Old Common Interests."

                        About Trailer Bridge

Headquartered in Jacksonville, Florida, Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  Kurtzman Carson Consultants LLC
serves as claims, noticing, and balloting agent.  The Debtor
disclosed $97,345,981 in assets, and $112,538,934 in liabilities.
The petition was signed by Mark A. Tanner, co-chief executive
officer.

The Court will hold a combined hearing on the Plan and Disclosure
Statement on March 16, 2012.  The Plan, which was filed in
January, proposes to give noteholders control of the company and
provide some recovery for shareholders.

On Dec. 6, 2011, the U.S. Trustee appointed the Official Committee
of Unsecured Creditors in the Debtor's case.


TRAINOR GLASS: Sec. 341 Creditors' Meeting Set for April 24
-----------------------------------------------------------
The U.S. Trustee for Region 11 in Chicago scheduled a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Trainor Glass Company for April 24, 2012, at 1:30 p.m. at 219
South Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802,
in Chicago, Illinois.

The last day to object to dischargeability is June 25, 2012.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
The Hon. Carol A. Doyle oversees the case.  David A. Golin, Esq.,
Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein &
Lehr LLP, serve as the Debtor's counsel.  The Debtor estimated
both assets and debts of between $50 million and $100 million.

Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

Counsel for lender First Midwest Bank is Geoffrey S. Goodman,
Esq., at Foley & Lardner LLP.


TRIDENT MICROSYSTEMS: Seeks Approval to Sell TV Business
--------------------------------------------------------
BankruptcyData.com reports that Trident Microsystems filed with
the U.S. Bankruptcy Court a motion for an order approving
procedures in connection with the sale of certain of the Debtors'
TV business and approving a $21 million stalking horse agreement
with an anonymous buyer.

The Debtors explain, "As a publicly held company, the TV Stalking
Horse Purchaser has requested to remain anonymous pending
completion of the schedules to the TV Stalking Horse Agreement and
public announcement of their role as the stalking horse purchaser.
The Debtors shall disclose the identity of the TV Stalking Horse
Purchaser at least 24 hours prior to the hearing on approval of
the Bidding Procedures."

The Court scheduled a March 23, 2012 hearing on the matter.


TUMBLE BROOK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tumble Brook Country Club, Incorporated
        376 Simsbury Road
        Bloomfield, CT 06002

Bankruptcy Case No.: 12-20570

Chapter 11 Petition Date: March 15, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Scott D. Rosen, Esq.
                  COHN BIRNBAUM & SHEA P.C.
                  100 Pearl Street, 12th Floor
                  Hartford, CT 06103-4500
                  Tel: (860) 493-2200
                  Fax: (860) 727-0361
                  E-mail: srosen@cb-shea.com

Scheduled Assets: $4,591,597

Scheduled Liabilities: $8,167,295

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb12-20570.pdf

The petition was signed by Brian J. Newman, president.


UNITED RETAIL: Committee Gets Nod to Hire CBIZ as Fin'l Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of United Retail Group, Inc., et al., sought and obtained
permission from the Hon. Stuart M. Bernstein of the U.S.
Bankruptcy Court for the Southern District of New York to retain
CBIZ MHM, LLC and CBIZ, Inc., as financial advisor, nunc pro tunc
to Feb. 9, 2012.

CBIZ will, among other things:

           i) manage or assist with any investigation into the
              prepetition acts, conduct, property, liabilities and
              financial condition of the Debtors, their
              management, or creditors, including the operation
              and liquidation of the Debtors' businesses, as
              instructed by the Committee;

          ii) analyze transactions with insiders, related and
              affiliated companies, subsequent and prior to the
              Petition Date; and

         iii) assist the Committee or its counsel in any
              litigation proceedings against any potential
              adversaries as a result of investigation and
              analysis.

The services to be provided by CBIZ will be at the request and
direction of the Committee, so as to avoid duplicative efforts
among the Committee's professionals retained in this case.

CBIZ will be paid these hourly rates:

           Directors and Managing Directors        $400-$725
           Managers and Senior Managers            $300-$400
           Senior Associates and Staff             $130-$300

Charles Berk, managing Director of CBIZ, assured the Court 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 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.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.


UNITED RETAIL: Committee Has Court OK to Hire Cooley as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of United Retail Group, Inc., et al., sought and obtained
permission from the Hon. Stuart M. Bernstein of the U.S.
Bankruptcy Court for the Southern District of New York to retain
Cooley LLP as its counsel, nunc pro tunc to Feb. 9, 2012.

Cooley will, among other things, review financial information
furnished by the Debtors to the Committee; negotiate the budget
and the use of cash collateral and DIP financing; review and
investigate the liens of purported secured parties; coordinate
efforts to sell assets of the Debtors in a manner that maximizes
the value for unsecured creditors; review and analyze the Debtors'
financial advisor's work product and report to the Committee;
assist the Committee in negotiations with the Debtors and other
parties in interest on an exit strategy for these cases; and
analyze and negotiate the Debtors' business plan.

Cooley will be paid these hourly rates:

           Jay R. Indyke, Partner                  $895
           Lawrence C. Gottlieb, Partner           $985
           Richard S. Kanowitz, Partner            $795
           Cathy R. Hershcopf, Partner             $795
           Jeffrey L. Cohen, Partner               $660
           Michael Klein, Associate                $630
           Brent I. Weisenberg, Associate          $630
           Dana S. Katz, Associate                 $445
           Robert B. Winning, Associate            $395
           Rebecca Goldstein, Paralegal            $245

Jay R. Indyke, Esq., a member at Cooley, assured the Court 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.

Mr. Indyke can be reached at:

           Cooley LLP
           The Grace Building
           1114 Avenue of the Americas
           New York, New York 10036-7798
           Tel: +1 212 479-6080
           Fax: +1 212 479-6275
           eFax: +1 212 937-2151
           E-mail: jindyke@cooley.com

                      About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

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.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.


VISUALANT INC: Has $1.2 Million Securities Agreement with Gemini
----------------------------------------------------------------
Visualant, Inc., on May 19, 2011, entered into a Securities
Purchase Agreement with Gemini Master Fund, Ltd., and Ascendiant
Capital Partners, LLC, pursuant to which the Company agreed to
issue $1.2 million of 10% convertible debentures due May 1, 2012.
The Company received $1.0 million in cash related to the
Agreement.

On March 12, 2012, the Company and Investors entered into First
Amendment to Securities Purchase Agreement and Debentures.  The
Amendment extended the maturity date of the convertible debentures
form from May 1, 2012, to Sept. 30, 2012.  In addition, the
additional investment and participation rights as defined in the
Agreement were extended from May 1, 2012, to Sept. 30, 2012.

A copy of the Amendment is available for free at:

                        http://is.gd/P1xjmt

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at Dec. 31, 2011, showed $4.23 million
in total assets, $5.96 million in total liabilities, $39,504 in
noncontrolling interest and a $1.76 million in total stockholders'
deficit.


WAVE SYSTEMS: Delays 2011 Form 10-K Due to Accounting Errors
------------------------------------------------------------
The Audit Committee of the Board of Directors of Wave Systems
Corp. determined that certain previously filed financial
statements relating to the Company's subsidiary, Safend Ltd.
should not be relied upon due to the certain accounting errors.
The Safend financial statements in question are:

   (i) the unaudited Condensed Interim Consolidated Financial
       Statements of Safend and its subsidiary for the six month
       period ended June 30, 2011; and

  (ii) the audited Consolidated Financial Statements of Safend and
       its subsidiary for the fiscal years ended Dec. 31, 2010,
       and Dec. 31, 2009.

These financial statements relate to periods prior to Wave's
acquisition of Safend, which was completed on Sept. 22, 2011.

The accounting errors were discovered in connection with the
Company's preparation of its Annual Report on Form 10-K for the
year ended Dec. 31, 2011.  The Company is continuing its review
and assessment of the accounting errors of the acquired business
and their impact on the accounting for the purchase business
combination reflected in the Company's consolidated financial
statements to be included in the Company's Annual Report on Form
10-K for the year ended Dec. 31, 2011, and the Company's
consolidated financial statements for the three and nine months
ended Sept. 30, 2011.

The Company will need additional time to complete its assessment
of these errors and the preparation of its 2011 consolidated
financial statements, including consolidation and related purchase
accounting for Safend.  Although the Company is seeking to
complete this process as quickly as possible, the preparation of
the consolidated financial statements, and the related audit of
those financial statements, cannot be completed within the
prescribed time period for filing the 2011 Form 10-K without
unreasonable effort or expense.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

The Company also reported a net loss of $5.93 million on $25.10
million of total net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $2.91 million on $19.01 million
of total net revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $27.53
million in total assets, $13.23 million in total liabilities and
$14.30 million in total stockholders' equity.

Due to the early stage nature of its market category, Wave is
unable to predict with a high enough level of certainty whether
enough revenue will be generated to fund its cash flow
requirements for the twelve-months ending Sept. 30, 2012.  Given
the uncertainty with respect to Wave's revenue forecast for the
twelve-months ending Sept. 30, 2012, Wave may be required to raise
additional capital through either equity or debt financing in
order to adequately fund its capital requirements for the twelve-
months ending Sept. 30, 2012.  As of Sept. 30, 2011, the Company
had approximately $6.9 million of cash on hand and positive
working capital of approximately $1.3 million.  Considering the
Company's current cash balance and Wave's projected operating cash
requirements, the Company projects that it will have enough liquid
assets to continue operating through Sept. 30, 2012.  However, due
to the Company's current cash position, its capital needs over the
next twelve months and beyond, the fact that it may require
additional financing and uncertainty as to whether it will achieve
its sales forecast for its products and services, substantial
doubt exists with respect to its ability to continue as a going
concern.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.


WINTDOTS DEVELOPMENT: Sec. 341 Creditors' Meeting Set for April 12
------------------------------------------------------------------
The Office of the United States Trustee will hold a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Wintdots Development, LLC, on April 12, 2012, at 2:00 p.m. at Ron
De Lugo Federal Building & Courthouse, 5500 Veterans Drive, Suite
310, in St. Thomas, Virgin Islands.

The last day to object to dischargeability is June 11, 2012.
Proofs of claim are due by July 11, 2012, while government proofs
of claim are due Sept. 7, 2012.

The case docket says Wintdots is required to file a Chapter 11
Plan and Disclosure Statement by July 9, 2012.  

                    About Wintdots Development

Wintdots Development, LLC, filed a Chapter 11 petition (Bankr. D.
V.I. Case No. 12-30003) in its hometown in St. Thomas, Virgin
Islands on March 11, 2011.  The Debtor disclosed $56.42 million in
assets and $10.79 million in liabilities in its schedules.

The Debtor has three properties totaling 21 acres in St. Thomas
that are valued at $56.40 million.  Each of the properties secures
a $9.60 million first lien debt to Kennedy Funding, Inc., and a
$225,000 second lien debt to Marvin & Evelyn Freund.

Delaware bankruptcy judge Mary F. Walrath oversees the case.
Benjamin A. Currence P.C., represents the Debtor.


WMG HOLDINGS: Moody's Corrects CFR & PDR to 'B1' From WR
--------------------------------------------------------
Moody's Investors Service is correcting the Corporate Family
Rating and Probability of Default Rating for WMG Holdings Corp.
(f/k/a WM Holdings Finance Corp.) to B1 from WR.

These ratings were previously withdrawn on August 2, 2011 due to
an internal administrative error.


WPCS INTERNATIONAL: Incurs $10.3-Mil. Net Loss in Jan. 31 Qtr.
--------------------------------------------------------------
WPCS International Incorporated filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss attributable to WPCS of $10.31 million on $20.49 million
of revenue for the three months ended Jan. 31, 2012, compared with
a net loss attributable to WPCS of $3.46 million on $21.42 million
of revenue for the same period a year ago.

The Company reported a net loss attributable to WPCS of $12.02
million on $72.21 million of revenue for the nine months ended
Jan. 31, 2012, compared with a net loss attributable to WPCS of
$9.80 million on $67.89 million of revenue for the same period
during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed
$37.69 million in total assets, $23.21 million in total
liabilities, and $14.48 million in total equity.

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

                        http://is.gd/sSAilL

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.


* Dodd-Frank Lifts Preemption on State Consumer Laws
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a federal district judge in Clarksburg, West Virginia
ruled on March 13 that a lawsuit against a federally-charter bank
based on state consumer protection law is no longer barred by the
National Bank Act.  U.S. District Judge Irene M. Kelley said that
the Dodd-Frank Act in 2010 preempts state laws only if the state
law has a discriminatory effect on national banks or significantly
interferes with the bank's exercise of its powers.  The case is
Meluzio v. Capital One Bank (USA) NA, 11-58, U.S. District Court,
Northern District of West Virginia
(Clarksburg).


* Personal Injury Suit Not in 'Disposable Income' Test
------------------------------------------------------
The exempted portion of recovery on a personal injury claim isn't
"disposable income" to be included in the calculation of how much
to pay under an individual's Chapter 13 plan, a U.S. district
judge in Detroit ruled on Jan. 23, according to Bill Rochelle, the
bankruptcy columnist for Bloomberg News.  The case is In re
Decker, 11-12544, U.S. District Court, Eastern District of
Michigan (Detroit).


* Swaps Industry Debates Bankruptcy Code Fix to Protect Customers
-----------------------------------------------------------------
American Bankruptcy Institute reports that derivatives industry
executives and a U.S. regulator differed over whether to change
the Bankruptcy Code to protect customers from sharing in losses
from a brokerage failure.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                          Total
                                         Share-      Total
                               Total   Holders'    Working
                              Assets     Equity    Capital
Company         Ticker        ($MM)      ($MM)      ($MM)
-------         ------       ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN        125.3       (7.2)      10.8
ACCO BRANDS CORP  ABD US      1,116.7      (61.9)     316.8
AMC NETWORKS-A    AMCX US     2,121.5   (1,065.5)     519.5
AMER AXLE & MFG   AXL US      2,328.7     (419.6)     187.0
AMER RESTAUR-LP   ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US     2,012.0      (90.6)     (33.0)
AMYLIN PHARM INC  AMLN US     1,870.2     (138.7)     125.2
ANOORAQ RESOURCE  ARQ SJ        927.7     (148.7)      29.2
ARRAY BIOPHARMA   ARRY US        82.2     (127.2)     (15.1)
AUTOZONE INC      AZO US      6,056.5   (1,295.5)    (608.2)
BAZAARVOICE INC   BV US          46.8      (15.4)     (18.2)
BLUEKNIGHT ENERG  BKEP US       320.8      (12.5)     (69.9)
BOSTON PIZZA R-U  BPF-U CN      146.9     (105.3)      (2.0)
CABLEVISION SY-A  CVC US      7,143.3   (5,560.3)    (240.5)
CADIZ INC         CDZI US        49.3       (4.7)       2.5
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CC MEDIA-A        CCMO US    16,542.0   (7,471.9)   1,556.3
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US      1,385.6     (381.7)     199.9
CERES INC         CERE US        33.1      (13.7)      12.0
CHENIERE ENERGY   CQP US      1,737.3     (545.0)      57.7
CHENIERE ENERGY   LNG US      2,915.3     (173.0)       6.5
CHOICE HOTELS     CHH US        447.7      (25.6)      10.2
CIENA CORP        CIEN US     1,918.3      (21.1)     918.6
CINCINNATI BELL   CBB US      2,714.7     (715.2)     (35.4)
CLOROX CO         CLX US      4,290.0     (199.0)    (289.0)
CLOVIS ONCOLOGY   CLVS US        26.4      (18.1)     (19.2)
CROWN HOLDINGS I  CCK US      6,868.0     (239.0)     318.0
DEAN FOODS CO     DF US       5,754.4      (98.7)     220.8
DELTA AIR LI      DAL US     43,499.0   (1,396.0)  (4,972.0)
DENNY'S CORP      DENN US       350.5       (9.7)     (25.9)
DIGITAL DOMAIN M  DDMG US       178.9      (85.7)     (38.3)
DIRECTV-A         DTV US     18,423.0   (2,842.0)    (502.0)
DISH NETWORK-A    DISH US    11,470.2     (419.0)     527.3
DISH NETWORK-A    EOT GR     11,470.2     (419.0)     527.3
DOMINO'S PIZZA    DPZ US        480.5   (1,209.7)     129.7
DUN & BRADSTREET  DNB US      1,977.1     (740.2)    (226.6)
FREESCALE SEMICO  FSL US      3,415.0   (4,480.0)   1,432.0
GENCORP INC       GY US         939.5     (207.2)     101.1
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC  GRZ US         85.2      (19.9)      60.2
GOLD RESERVE INC  GRZ CN         85.2      (19.9)      60.2
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
GRAMERCY CAPITAL  GKK US      4,514.8     (598.1)       -
HCA HOLDINGS INC  HCA US     26,898.0   (7,014.0)   1,679.0
HUGHES TELEMATIC  HUTCU US       94.0     (111.8)     (39.0)
HUGHES TELEMATIC  HUTC US        94.0     (111.8)     (39.0)
INCYTE CORP       INCY US       329.0     (227.1)     175.2
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       153.1      (49.1)       2.3
JUST ENERGY GROU  JE US       1,644.4     (394.5)    (338.4)
JUST ENERGY GROU  JE CN       1,644.4     (394.5)    (338.4)
LIN TV CORP-CL A  TVL US        815.8     (115.0)      56.6
LIZ CLAIBORNE     LIZ US        950.0     (109.0)     124.8
LORILLARD INC     LO US       3,008.0   (1,513.0)   1,079.0
MANNING & NAPIER  MN US          66.1     (184.6)       -
MARRIOTT INTL-A   MAR US      5,910.0     (781.0)  (1,234.0)
MEAD JOHNSON      MJN US      2,766.8     (168.0)     689.6
MERITOR INC       MTOR US     2,553.0     (983.0)     180.0
MONEYGRAM INTERN  MGI US      5,175.6     (110.2)     (40.4)
MOODY'S CORP      MCO US      2,876.1     (158.4)     290.4
MORGANS HOTEL GR  MHGC US       557.7      (84.5)      18.3
NATIONAL CINEMED  NCMI US       820.2     (346.8)      68.4
NAVISTAR INTL     NAV US     11,503.0     (190.0)   2,238.0
NEXSTAR BROADC-A  NXST US       582.7     (187.0)      26.2
NPS PHARM INC     NPSP US       214.0      (46.1)     156.0
NYMOX PHARMACEUT  NYMX US         6.5       (5.5)       3.3
ODYSSEY MARINE    OMEX US        25.8       (0.7)      (4.1)
OTELCO INC-IDS    OTT US        317.7      (12.4)      18.6
OTELCO INC-IDS    OTT-U CN      317.7      (12.4)      18.6
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       269.5     (204.3)     100.5
PETROALGAE INC    PALG US         8.3      (76.0)     (77.4)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       302.4     (106.2)      45.8
REGAL ENTERTAI-A  RGC US      2,341.3     (572.5)       2.8
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
RENTECH NITROGEN  RNF US        152.4      (76.1)     (32.3)
REVLON INC-A      REV US      1,157.1     (692.9)     183.3
RSC HOLDINGS INC  RRR US      3,141.0      (38.4)      (1.0)
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,792.7     (168.5)     482.3
SINCLAIR BROAD-A  SBGI US     1,571.4     (111.4)      14.1
SINCLAIR BROAD-A  SBTA GR     1,571.4     (111.4)      14.1
SMART TECHNOL-A   SMT US        529.8       (7.1)     183.9
SMART TECHNOL-A   SMA CN        529.8       (7.1)     183.9
SUN COMMUNITIES   SUI US      1,368.0     (100.7)       -
SYNERGY PHARMACE  SGYP US         2.1       (8.6)      (6.1)
TAUBMAN CENTERS   TCO US      3,336.8     (256.2)       -
THERAVANCE        THRX US       258.8      (87.1)     199.3
UNISYS CORP       UIS US      2,612.2   (1,311.0)     487.3
VECTOR GROUP LTD  VGR US        927.8      (89.0)     194.5
VERISIGN INC      VRSN US     1,856.2      (88.1)     788.9
VERISK ANALYTI-A  VRSK US     1,541.1      (98.5)     104.0
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS   WTW US      1,121.6     (409.8)    (279.7)
WESTMORELAND COA  WLB US        769.0     (174.4)      (5.9)


                            *********

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-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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