TCR_Public/120321.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 21, 2012, Vol. 16, No. 80

                            Headlines

AK STEEL: Moody's Assigns 'B2' Rating to Senior Unsecured Notes
AK STEEL: S&P Rates New $250-Mil. Senior. Unsecured Notes 'BB-'
ALEXANDER GALLO: Michigan Treasury Says Plan Fails on Tax Claims
ALLIANCE LAUNDRY: S&P Raises Corporate Credit Rating to 'B+'
AMERICAN AIRLINES: Panel Gets OK for Epiq as Information Agent

AMERICAN AIRLINES: Reports February 2012 Traffic Results
AMERICAN AIRLINES: 17 Affiliates File Schedules and Statements
APEX KATY: Section 341(a) Meeting Scheduled for April 10
ARCAPITA BANK: Bahrain Bank Files for Ch. 11 in Manhattan
ARCAPITA BANK: Case Summary & 50 Largest Unsecured Creditors

AVEOS: Initiates CCAA Proceedings in Canada
BARBETTA LLC: Chapter 11 Plan Wins Court Approval
BEACON POWER: Compromise with DOE Stricken Off Cash Use Order
BOWLES SUB: Plan Disclosure Hearing Continued Until May 5
BEAU VIEW: Wants to Hire Prestige Luxury as Real Estate Broker

BERNARD L. MADOFF: Trustee's Firm Gets $44MM for June-Sept. Work
CARBON ENERGY: Kelvin Buchanan Appointed as Chapter 11 Trustee
CARBON ENERGY: Chapter 11 Trustee Taps McDonald Carano as Counsel
CATALINA MARKETING: S&P Affirms 'B+' Corporate Credit Rating
CENGAGE LEARNING: S&P Lowers Corporate Credit Rating to 'B-'

CENTENE CORPORATION: Moody's Issues Summary Credit Opinion
CENTRAL PLAINS: Moody's Cuts Rating on Revenue Bonds to 'B2'
CHEF SOLUTIONS: Has Until May 1 to Decide on Unexpired Leases
CHEF SOLUTIONS: Has Until May 1 to Propose Chapter 11 Plan
CHEMBULK NEW YORK: Files Chapter 15 to Avoid Seizure of Vessels

CHINA PRECISION: Gets NASDAQ Bid Price Non-Compliance Notice
CIGNA CORPORATION: Moody's Issues Summary Credit Opinion
COREL CORP: Moody's Puts 'Caa1' CFR Under Review for Downgrade
CRET RESTORATION: Hearing on Case Dismissal Bid Set for April 9
D.R. HORTON: S&P Keeps 'BB-' Corp Credit Rating; Outlook Positive

DELPHI AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB+'
DIPPIN' DOTS: Hearing on Further Access to Cash Tomorrow
DIPPIN' DOTS: Wants to Incur $2MM DIP Loan from Fischer Ventures
EASTERN LIVESTOCK: Ch. 11 Trustee Taps Kroger Gardis as Auctioneer
EASTERN LIVESTOCK: Kroger Gardis Tapped to Probe Unpaid Notes

EASTMAN KODAK: Noteholders Balk at Photo Biz. Auction Rules
EASTMAN KODAK: Shareholders Want Own Committee
EASTMAN KODAK: Retiree Wants to Form Own Official Committee
EASTMAN KODAK: To Pay $3.2MM in Settlement With Flextronics
EDWARD DEETS: Section 341(a) Meeting Reset for March 30

ELPIDA MEMORY: Files Chapter 15 Petition in Delaware
ELPIDA MEMORY: Chapter 15 Case Summary
EVERGREEN SOLAR: Has Until June 12 to Propose Chapter 11 Plan
EVERGREEN SOLAR: Court OKs Settlement With Noteholders
EXPRESS LLC: Moody's Raises CFR to 'Ba2'; Outlook Stable

FENTON SUB: Wants Plan Solicitation Exclusivity Until May 21
FIBERTECH NETWORKS: S&P Keeps 'B' Rating on $260-Mil. Secured Debt
FLYING FORTRESS: Fitch Rates $900 Million Secured Loan at 'BB'
GENERAL MARITIME: GCG OK'd as Committee's Communications Agent
GLOBAL AVIATION: Meeting of Creditors Rescheduled to March 29

GLOBAL AVIATION: Kirkland & Ellis Approved as Bankruptcy Counsel
GREDE HOLDINGS: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
GRUBB & ELLIS: Wants to Increase BGC Partners Loan to $15.5MM
GRUBB & ELLIS: Taps Kurtzman Carson Consultants as Admin. Agent
HHI HOLDINGS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable

HOMBURG INVEST: Obtains May 31 CCAA Stay Extension
HOSTESS BRANDS: April 24 Fixed as General Claims Bar Date
HOSTESS BRANDS: To Pay $75,000 Per Month for IBT Legal Fees
HOUGHTON MIFFLIN: Said to Have Hired Restructuring Advisors
HUMANA INC: Moody's Issues Summary Credit Opinion

HUMPUSS SEA TRANSPORT: Files for Chapter 15 in Manhattan
HUMPUSS SEA TRANSPORT: Chapter 15 Case Summary
IDQ HOLDINGS: Moody's Assigns 'B3' Corporate Family Rating
IDQ HOLDINGS: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
INFOR ENTERPRISE: S&P Gives B Corp. Credit Rating; Outlook Stable

INTERNATIONAL MEDIA: Files Schedules of Assets and Liabilities
INTERNATIONAL MEDIA: Wants to Hire BCWS as Tax Consultants
J.B. POINDEXTER: Moody's Raises Corporate Family Rating to 'B1'
JACUZZI BRANDS: S&P Cuts Corp. Credit Rating to 'CCC'; Outlook Neg
JESCO CONSTRUCTION: Court Won't Remove War-Con from Committee

JOBSON MEDICAL: Gordian OK'd for Financial Advisory Services
JOBSON MEDICAL: Lowenstein Sandler Approved as Bankruptcy Counsel
KILROY REALTY: S&P Rates $100-Mil. Series G Preferred Stock 'BB'
LEHMAN BROTHERS: Gets US$1.5BB Distribution From Asian Subsidiary
LIONCREST TOWERS: Withdraws Motion to Dismiss Chapter 11 Case

LYMAN LUMBER: Panel to Retain Conway MacKenzie as Fin'l Advisor
MADISON 92ND: Taps Cushman & Wakefield as Financial Advisors
MADISON 92ND: CIM-Led Auction of All Assets Set for April 16
MADISON 92ND: Taps Tuchman Korngold on Tax Certiorari Claim
MAGUIRE GROUP: Has Until May 21 to Decide on Unexpired Leases

MAGUIRE GROUP: Plan Exclusivity Extended Until July 20
MARCO POLO SEATRADE: Has Until March 31 to File Chapter 11 Plan
MF GLOBAL: SIPA Trustee to Distribute $685-Mil. to Clients
MF GLOBAL: SIPA Trustee Seeks Nod for $14.5MM Precious Metal Sale
MF GLOBAL: Sec. 341 Meeting of Creditors Adjourned to April 5

MF GLOBAL: UK Directors Unsure of Shortfall
MF GLOBAL: Investors Seek to Buy Out Australian Unit's Clients
MOVIE GALLERY: Claimant Given 30 Days to Amend Priority Claim
NEBRASKA BOOK: U.S. Trustee Amends Committee to Add SOF-LBCW
NEWMARKET CORP: S&P Withdraws 'BB+' Corp. Credit Rating at Request

OVERSEAS SHIPHOLDING: Moody's Keeps 'B3' Corporate Family Rating
PANTRY INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
POST STREET: Plan Confirmation Hearing Set for April 3, 4 and 5
PUEBLO OF SANTA ANA: Fitch Affirms 'BB+' Rating on $21MM Bonds
SALT VERDE: Moody's Cuts Rating on Sub. Gas Revenue Bonds to 'B2'

SANDUSKY BAY: Court Says Injunction Bid Procedurally Improper
SOUTHEASTERN MATERIALS: Injunction Bid v. Dennis-Lambert Denied
TBS INTERNATIONAL: Combined Hearing on Plan Resumes March 28
VERSO PAPER: S&P Rates $200-Mil. ABL and Credit Facilities 'BB-'
WASHINGTON MUTUAL: Completes Chapter 11 Restructuring Process

WEIRTON MEDICAL: Moody's Cuts Bond Rating to 'B3;' Outlook Neg.
WILCOX EMBARCADERO: Amends Application to Employ Gabrielson
WILLBROS GROUP: S&P Keeps 'B-' Corp. Credit Rating on Watch Neg
WINDOW FACTORY: Section 341(a) Meeting Continued Until April 3
WINCHESTER'S HIGHLAND: Files for Chapter 11 in New Haven

WINCHESTER'S HIGHLAND: Case Summary & Creditors List
WP EVENFLO: Moody's Upgrades CFR to 'Caa1'; Outlook Positive
ZAYO GROUP: Moody's Reviews 'B2' Corp Family Rating for Downgrade

* Moody's Says Liquidity Stress-Index Holds Steady
* Moody's Says Las Vegas Strip Gaming Recovery Gaining Traction

* Upcoming Meetings, Conferences and Seminars

                            *********

AK STEEL: Moody's Assigns 'B2' Rating to Senior Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the senior
unsecured notes due 2022 issued by AK Steel Corporation. The notes
are guaranteed by AK Steel Holding Corporation. At the same time,
Moody's affirmed the B1 corporate family rating and probability of
default rating, the B2 rating on the existing senior unsecured
notes and tax exempt financings and the (P)B2 shelf rating for
senior unsecured debt. Proceeds from the new issue will be used to
repay outstandings under the company's asset-backed revolving
credit facility.

Ratings Rationale

AK Steel's B1 Corporate Family Rating considers its business mix,
its strong contract position, and its excellent reputation for
service and technological leadership. In addition, the company's
product mix benefits from a meaningful level of value-added
products, including coated, electrical and stainless products.
However, the rating also considers the cyclicality of the steel
industry, the expected slow recovery to volume levels that will
result in better fixed cost absorption, and the company's higher,
although much improved, cost base relative to its peers. The
rating incorporates as well AK Steel's high sensitivity to
downward price movements, exposure to raw material cost inflation,
particularly for iron ore, and meaningful, although improved,
other liabilities such as pension and OPEB. The relatively weak
debt protection metrics, as reflected in the EBIT/interest ratio
of 2.1x at year-end December 31, 2011 and leverage position (4.2x
debt/EBITDA) are also important considerations in the rating.

The stable outlook reflects Moody's expectation that the company's
overall credit profile is appropriately-positioned in the B rating
category, although metrics could face continued pressure until
broader and sustainable economic and industry conditions improve.
Nonetheless, Moody's expects the company to show improving trends
over the next twelve to eighteen months as end markets for steel
consumption continue to move upwards. The outlook also
incorporates Moody's expectation that AK Steel will likely have
difficulty in materially improving credit metrics in the near term
given the time required before savings from recent initiatives to
improve raw material self sufficiency can be realized.

AK Steel's rating could be downgraded if savings from the
company's recent initiatives do not sufficiently offset high raw
material costs and if economic weakness and increased competition
dampens sales growth, leading to further deterioration in
operating performance and credit metrics. Quantitatively, the
rating could be downgraded if the debt/EBITDA ratio remains above
4x, EBIT/interest does not track around 2.5x or (CFO minus
dividends)/debt is unlikely to approach at least 10% over a
sustained period.

The rating is unlikely to be upgraded in the near term, given the
structural challenges facing AK Steel's operations and the time
required before savings from its recent initiatives will be
realized. The rating could be upgraded should economic
fundamentals in the U.S. strengthen, and raw material prices
moderate for a prolonged period. Quantitatively, the rating could
be upgraded if the debt/EBITDA ratio is sustainable at no more
than 3.75x, EBIT/interest is sustainable above 2.75x and (CFO
minus dividends)/debt tracks above 15%.

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

Headquartered in West Chester, Ohio, AK Steel Corporation ranks as
a middle tier, high quality, integrated steel producer in the
United States, operating seven steelmaking and finishing plants in
Indiana, Kentucky, Ohio and Pennsylvania. The company produces
flat-rolled carbon steels, including coated, cold-rolled and hot-
rolled products, as well as specialty stainless and electrical
steels. Principal end markets include automotive, steel service
centers, appliance, industrial machinery, infrastructure,
construction and distributors and converters. Revenues for the
last twelve months ending December 31, 2011 were approximately
$6.5 billion and total shipments of steel were approximately 5.7
million tons.


AK STEEL: S&P Rates New $250-Mil. Senior. Unsecured Notes 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating (the same as the corporate credit rating) to West Chester,
Ohio-based AK Steel Corp.'s proposed $250 million senior unsecured
notes due 2022. "The recovery rating is '3' indicating our
expectation of a meaningful (50% to 70%) recovery in the event of
a payment default. The notes are being issued under the company's
shelf registration filed on April 26, 2010," S&P said.

"The notes will be guaranteed by AK Steel Holding Corp., the
parent of AK Steel, on a senior unsecured basis. The notes will be
senior unsecured obligations and will rank equally with all of AK
Steel's existing and future senior unsecured indebtedness. The
company intends to use the proceeds from this offering to repay
borrowings under its asset-backed revolving credit facility," S&P
said.

"The 'BB-' corporate credit rating and negative rating outlook on
AK Steel Holding Corp. reflect our assessment of the company's
business risk profile as fair and financial risk profile as
aggressive. The ratings also reflect its good market positions in
a number of value-added steel products and its adequate liquidity.
These positive factors are somewhat offset by the company's
relatively small size, high cost position as an integrated
steelmaker, lack of backward integration, high exposure to the
cyclical automotive market, significant legacy costs, and credit
metrics that are currently very weak for the rating," S&P said.

"In 2011, adjusted EBITDA was below $250 million due to continued
volatile industry conditions and the company's inability to pass
through all of its raw material costs. This resulted in adjusted
debt to EBITDA of more than 10x and adjusted funds from operations
(FFO) to total debt below 10%, well below our expectations for a
'BB-' rating. Although our expectations for 2012 are for continued
sluggish demand and volatile pricing, we expect that AK Steel's
operating performance in the first half of 2012 will likely
improve based on stronger end market demand, in particular,
automotive sales. We now expect 2012 EBITDA in the $375 million to
$400 million range based on modest price increases, moderating raw
material costs and better product mix. This should result in
adjusted debt to EBITDA of 5.5x to 6x. However, the negative
rating outlook reflects the potential for credit measure to remain
weak for the rating if prices and volumes do not improve as
expected and operating performance again falls short of our
expectations. We expect total adjusted debt to EBITDA to average
of 4x to 5x and FFO to total adjusted debt at about 20% through a
cycle," S&P said.

RATINGS LIST

AK Steel Corp.
AK Steel Holding Corp.
Corporate Credit Rating                BB-/Negative/--

NEW RATING

AK Steel Corp.
$250 mil sr unsec notes due 2022       BB-
  Recovery Rating                       3


ALEXANDER GALLO: Michigan Treasury Says Plan Fails on Tax Claims
----------------------------------------------------------------
The State of Michigan, Department of Treasury, by its attorneys,
objects to the Second Modified Plan of Liquidation of AGH
Liquidating, LLC, formerly known as Alexander Gallo Holdings, LLC,
et al.

As reported in Troubled Company Reporter on March 2, 2012, the
Debtors filed a Chapter 11 Plan that provides for the limited
substantive consolidation of the Debtors' estates, but solely for
the purposes of the Plan, including voting on the Plan by the
holders of claims and making any distributions to holders of
claims.  A full-text copy of the Amended Disclosure Statement is
available for free at:

   http://bankrupt.com/misc/ALEXANDER_GALLO_ds_2ndmodified.pdf

According to Treasury, the Plan, among other things:

   -- fails to provide for appropriate interest on Treasury's
      priority tax claims;

   -- attempts to exculpate corporate officers and enjoins
      collection of taxes due from non-debtors violates the
      tax injunction act; and

   -- attempts to enjoin Treasury's right to setoff.

The Treasury is represented by:

         Bill Schuette, attorney general
         Moe Freedman, assistant attorney general
         Revenue and Collections Division
         3030 W. Grand Blvd., Suite 10-200
         Detroit, MI 48202
         Tel: (313) 456-0140

                      About Alexander Gallo

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States.  AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach.  Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003.  Mr. Gallo has remained as CEO.

AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt.  The price wasn't disclosed.

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another
$148 million in junior unsecured subordinated notes owing to
insider Gallo Holdings LLC.  As reported in the Troubled Company
Reporter on Nov. 1, 2011, the Alexander Gallo disclosed
$41,981,048 in assets and $259,153,046 in liabilities as of the
Chapter 11 filing.

Bayside is providing $20 million in financing for the Chapter 11
effort.  The new loan will have a first priority lien on
unencumbered assets and a lien behind the first-lien debt.

Bankruptcy Judge Allan J. Gropper presides over the case.  Thomas
R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G.
Egan, Esq., at DLA Piper LLP (US), in New York, serve as the
Debtors' general counsel.  Squire, Sanders & Demsey (US) LLP
serves as the Debtor's corporate counsel.  The Debtors' financial
advisor is Gordian Group, LLC.  Marc L. Pfefferle, a partner at
Carl Marks Advisory Group LLC, serves as the Debtors' chief
restructuring advisor.  Kurtzman Carson Consultants LLC serves as
the Debtor's claims agent.  KPMG LLP serves as their auditors to
provide auditing, tax compliance and tax consulting services.

As reported in the TCR on Dec. 8, 2011, an affiliate of Bayside
Capital, Inc., completed the acquisition of Alexander Gallo's
assets.


ALLIANCE LAUNDRY: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Ripon, Wisc.-based Alliance Laundry Systems LLC to 'B+'
from 'B'. "We removed all ratings from CreditWatch, where they
were placed with positive implications on Sept. 28, 2011,
following several quarters of stable operating performance and
improvement in credit metrics," S&P said.

"At the same time, we assigned a 'BB-' issue-level rating (one
notch higher than the corporate credit rating) to Alliance
Laundry's proposed $350 million senior secured credit facilities
due 2017. The recovery rating is a '2', indicating our expectation
for substantial (70% to 90%) recovery in the event of a payment
default. The proposed senior secured credit facilities comprise a
$75 million revolving credit facility and a $275 million term loan
A. The company intends to use the net proceeds of this offering to
repay its existing term loan due 2016 and to fund a $47 million
distribution to shareholders," S&P said.

The new issue-level ratings are subject to review upon receipt of
final documentation by Standard & Poor's.

"We also raised the issue-level ratings on the company's existing
$60 million senior secured revolver and $285 million ($243 million
outstanding) senior secured term loan to 'BB-' from 'B+',
reflecting the raising of the corporate credit rating. The
recovery rating remains '2'. We will withdraw our ratings on the
company's existing senior secured debt upon closing of the new
senior secured credit facilities," S&P said.

"The raising of our corporate credit rating primarily reflects
Alliance Laundry's improvement in operating performance and credit
measures over the past year," said Standard & Poor's credit
analyst Rick Joy.

"The ratings on Alliance Laundry reflect Standard & Poor's view
that the company has an 'aggressive' financial risk profile and
'weak' business risk profile. Key credit factors considered in our
business risk assessment are the company's narrow product focus,
small scale, and customer concentration, yet strong market
position in the U.S.," S&P said.

"Alliance Laundry is a manufacturer of a full line of self-
contained commercial laundry equipment, primarily serving
laundromats, multiunit housing laundries, and on-premise
laundries. About 70% of its sales are in the U.S. and Canada,
and we believe certain segments of the niche commercial laundry
equipment sector are somewhat recession-resistant. In 2011,
Alliance Laundry derived more than 24% of net sales from its 10
largest customers. Coinmach Corp., the operating company of
Coinmach Service Corp. (B-/Stable/--), was the largest customer
and accounted for about 8.6% of 2011 net sales. We believe the
loss of any of these customers would have a material effect on
Alliance Laundry's operations. However, we believe the market has
high barriers to entry given the substantial capital necessary to
establish production, the company's long-standing trade
relationships, and its large installed equipment base.
Consequently, we expect Alliance Laundry to be able to maintain
its overall good domestic market position," S&P said.

"The outlook is stable, reflecting our expectation that Alliance
Laundry will maintain adequate liquidity and credit measures close
to those commensurate with an aggressive financial risk profile,
including adjusted leverage at or under 4x and FFO to total debt
close to 20%. We expect credit metrics to improve slightly over
the near term and for the company to maintain free cash flow close
to historical levels," S&P said.

"Although unlikely over the next 12 months, we could raise the
ratings if operating performance continues to improve and the
company was to further diversify its products and global market
share. Alternatively, we could lower the ratings if operating
performance and credit measures were to deteriorate such that
total leverage increased to more than 4.5x. We believe this could
happen in a scenario where sales declined by more than 8% and
EBITDA margins deteriorate at least 150 basis points over the next
year," S&P said.


AMERICAN AIRLINES: Panel Gets OK for Epiq as Information Agent
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in AMR Corp.'s
cases won Bankruptcy Court permission to retain Epiq Bankruptcy
Solutions, LLC, as its information agent, nunc pro tunc to
Jan. 16, 2012.

As the Committee's information agent, Epiq will:

(A) establish and maintain a Web site at
    http://www.amrcreditorscommittee.com/that provides, without
    limitation:

    * General information regarding the chapter 11 cases;

    * A general overview of the chapter 11 process;

    * Contact information for the Debtors (and any information
      hotlines that they establish), the Debtors' counsel and
      the Committee's counsel;

    * The date by which Unsecured Creditors must file their
      proofs of claim;

    * The voting deadline with respect to any Chapter 11 plan of
      reorganization filed in the Chapter 11 cases;

    * The claims docket, as established by the Debtors and
      Epiq;

    * The Debtors' monthly operating reports;

    * A list of upcoming omnibus hearing dates and the calendar
      of matters on such hearing dates;

    * Answers to frequently asked questions; and

    * Links to other relevant Web sites (e.g., the Debtors'
      corporate Web site, the Web site of the Debtors' notice,
      claims and soliciting agent, Garden City Group, the
      Court Web site and the website of the United States
      Trustee for Region 2.

(B) Provide e-mail functionality to allow Unsecured Creditors to
    send questions and comments concerning the Debtors' Chapter
    11 cases.

(C) Maintain an electronic inquiry form for creditors to submit
    questions and comments.

(D) Assist the Committee with certain administrative tasks,
    including, but not limited to, printing and serving
    documents as directed by the Committee and its counsel.

Epiq's services will be billed according to a pricing schedule,
copy of which is available for free at:

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

Joseph N. Wharton, vice president and senior consultant of Epiq,
insists that his firm 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: Reports February 2012 Traffic Results
--------------------------------------------------------
American Airlines reported a February 2012 load factor of 75.8%,
an increase of 1.0 point versus the same period last year,
according to a company statement dated March 5, 2012.  Traffic
increased 6.0% and capacity increased 4.7% year-over-year, the
company said.

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

American said it boarded 6.4 million passengers in February.

A copy of the February 2012 traffic and capacity results is
accessible for free at http://ResearchArchives.com/t/s?779c

                     American Eagle's Traffic

American Eagle reported a February 2012 traffic increase of 18.9%
year-over-year as capacity increased 14.0%, the company said in a
statement dated March 5, 2012.  February load factor was 70.2%,
an increase of 2.9 points compared to the same period last year.

American Eagle boarded almost 1.5 million passengers in February
2012.

A copy of the February 2012 traffic and capacity data is
accessible for free at http://ResearchArchives.com/t/s?779d

                      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: 17 Affiliates File Schedules and Statements
--------------------------------------------------------------
Seventeen debtor-affiliates of AMR Corp. and American Airlines,
Inc., disclose these assets and liabilities:

  Debtor                                 Assets     Liabilities
  ------                                 ------     -----------
  AMR Eagle Holding Corporation      $2,771,901     $21,042,220
  Full-text copies of AMR Eagle's Schedules are available for
  free at http://bankrupt.com/misc/amr1432sal.pdf

  Americas Ground Services, Inc.    $15,624,119     $16,435,535
  Full-text copies of Americas Ground Services' Schedules are
  available for free at http://bankrupt.com/misc/amr1434sal.pdf

  Executive Airlines, Inc.          $37,256,784      $5,379,227
  Full-text copies of Executive Airlines' Schedules are
  available for free at http://bankrupt.com/misc/amr1442sal.pdf

  AA Real Estate Holding L.P.       $78,678,135      $38,491,474
  Full-text copies of AA Real Estate's Schedules are available
  for free at http://bankrupt.com/misc/amr1458sal.pdf

  American Aviation Supply LLC      $31,540,309      $22,022,326
  Full-text copies of American Aviation's Schedules are
  available for free at http://bankrupt.com/misc/amr1464sal.pdf

  American Airlines Marketing
  Services LLC                      $24,792,116               $0
  Full-text copy of American Airlines Marketing's Schedule is
  available for free at http://bankrupt.com/misc/amr1460sal.pdf

  American Airlines Vacations LLC  $100,619,768               $0
  Full-text copies of American Airlines Vacations' Schedules are
  available for free at http://bankrupt.com/misc/amr1462sal.pdf

  Eagle Aviation Services, Inc.      $5,714,457        $284,492
  Full-text copies of Eagle Aviation's Schedules are available
  for free at http://bankrupt.com/misc/amr1448sal.pdf

  Executive Ground Services, Inc.       $14,462        $157,981
  Full-text copies of Executive Ground's Schedules are available
  for free at http://bankrupt.com/misc/amr1446sal.pdf

  AA Real Estate Holding GP LLC            $100               $0
  Full-text copies of AA Real Estate's Schedules are available
  for free at http://bankrupt.com/misc/amr1456sal.pdf

  American Airlines Realty               $5,900            $534
  (NYC) Holdings, Inc.
  Full-text copies of American Airlines Realty's Schedules are
  available for free at http://bankrupt.com/misc/1426_15463.pdf

  SC Investment, Inc.                        $0     $43,284,220
  Full-text copies of SC Investment's Schedules are available
  for free at http://bankrupt.com/misc/amr1438sal.pdf

  PMA Investment Subsidiary, Inc.            $0               $0
  Full-text copies of PMA Investment's Schedules are available
  for free at http://bankrupt.com/misc/amr1469sal.pdf

  Admirals Club, Inc.                        $0               $0
  Full-text copies of Admirals Club's Schedules are available
  for free at http://bankrupt.com/misc/amr1450sal.pdf

  Business Express Airlines, Inc.            $0               $0
  Full-text copies of Business Express's Schedules are available
  for free at http://bankrupt.com/misc/amr1452sal.pdf

  Reno Air, Inc.                             $0               $0
  Full-text copies of Reno Air's Schedules are available for
  free at http://bankrupt.com/misc/amr1454sal.pdf

  American Airlines IP Licensing
  Holding, LLC                               $0               $0
  Full-text copies of American Airlines IP's Schedules are
  available for free at http://bankrupt.com/misc/amr1466sal.pdf

                  Statements of Financial Affairs

Seventeen debtor-affiliates of AMR Corp. and American Airlines,
Inc., disclose, among other things, income received from the
operation of their businesses or from other income during the two
years preceding the Petition Date and payments made to creditors
during the 90-days before the Petition Date.

(1) AMR Eagle Holding

AMR Eagle Holding Corporation reported income received from
employment, trade, or profession, or from operation of the
Debtor's business for the two years immediately preceding the
Petition Date:

  YTD 11/29/11            $0
  FYE 2010           $38,804
  FYE 2009       $86,492,448

Full-text copies of AMR Eagle Holding's Statements are available
for free at http://bankrupt.com/misc/amr1433sofa.pdf

(2) American Ground Service

American Ground Services, Inc., reported income received from
employment, trade, or profession, or from operation of the
Debtor's business for the two years immediately preceding the
Petition Date:

  YTD 11/29/2011        $2,712,153
  FYE 2010              $2,330,800
  FYE 2009              $2,453,330

American Ground Services, Inc., reported income it received other
than from employment, trade, profession, or operation of the
Debtor's business during the two years immediately preceding the
Petition Date:

   YTD 11/29/11            $65,213
   FYE 2010                $68,112
   FYE 2009                $89,922

American Ground Services, Inc., also disclosed that it is party
to six lawsuits and administrative proceedings relating to labor
disputes and injury claims pending in various jurisdictions.

A full-text copy of American Ground's Statement is available for
free at http://bankrupt.com/misc/amr1435sofa.pdf

(3) Executive Airlines

Executive Airlines, Inc., reported income received from
employment, trade, or profession, or from operation of the
Debtor's business for the two years immediately preceding the
Petition Date:

  YTD 11/29/11            $260,469,978
  FYE 2010                $284,100,482
  FYE 2009                $269,895,614

Executive Airlines, Inc., reported income it received other than
from employment, trade, profession, or operation of the Debtor's
business during the two years immediately preceding the Petition
Date:

  YTD 11/29/11            $23,862
  FYE 2010                $18,468
  FYE 2009                $520,157

Executive Airlines, Inc., also disclosed payments to creditors
within the 90 days preceding the Petition Date.  The 90-day
payments include:

   Creditor                                    Payment Amount
   --------                                    --------------
   Aircraft Propeller Service Inc.                   $669,021
   ATR Support Inc.                                   875,834
   Aviation Repair Technologies                     1,044,426
   Bahamas Public Treasury                            764,735
   Colector Impuestos Internos                        909,697
   Dade County Aviation Department                  4,034,391
   IATA                                             1,200,140
   MNAviation Inc.                                    593,247
   Northwing Accessories Corporation                  802,610
   Pratt & Whitney Canada                           2,285,567
   Puerto Rico Ports Authority                        626,881

Executive Airlines, Inc., also disclosed that it has been named
party in 12 lawsuits and administrative proceedings within one
year before the Petition Date.  Of the 12, six are pending as of
the Petition Date.

Full-text copies of Executive Airlines' Statements are available
for free at http://bankrupt.com/misc/amr1445sofa.pdf

(4) Executive Ground Services

Executive Ground Services, Inc., reported income received from
employment, trade, or profession, or from operation of the
Debtor's business for the two years immediately preceding the
Petition Date:

  YTD 11/29/11         $1,893,572
  FYE 2010                     $0
  FYE 2009                     $0

Executive Ground Services, Inc., is named defendant in an injury
claim lawsuit pending in a court in Buenos Aires, Argentina.

Full-text copies of Executive Ground's Statements are available
for free at http://bankrupt.com/misc/amr1447sofa.pdf

(5) Eagle Aviation

Eagle Aviation Services, Inc., reported income received from
employment, trade, or profession, or from operation of the
Debtor's business for the two years immediately preceding the
Petition Date:

  YTD 11/29/11            $22,601,187
  FYE 2010                $23,270,356
  FYE 2009                $18,381,505

Eagle Aviation Services, Inc., also reported income it received
other than from employment, trade, profession, or operation of
the Debtor's business during the two years immediately preceding
the Petition Date:

  YTD 11/29/11                $20,877
  FYE 2010                    $15,302
  FYE 2009                    $20,913

Eagle Aviation Services, Inc., also disclosed they made payments
to 10 creditors within the 90 days preceding the Petition Date.
The 90-day payments total more than $120,000.

Full-text copies of Eagle Aviation's Statements are available for
free at http://bankrupt.com/misc/amr1449sofa.pdf

(6) American Airlines Marketing

American Airlines Marketing Services LLC reported income received
from employment, trade, or profession, or from operation of the
Debtor's business for the two years immediately preceding the
Petition Date:

  YTD 11/29/11              $2,054,186
  FYE 2010                  $9,126,560
  FYE 2009                          $0

Full-text copies of American Airlines Marketing's Statements are
available for free at http://bankrupt.com/misc/amr1461sofa.pdf

(7) AA Real Estate

AA Real Estate Holding L.P. reported income it received other
than from employment, trade, profession, or operation of the
Debtor's business during the two years immediately preceding the
Petition Date:

  YTD 11/29/11                  $0
  FYE 2010                      $0
  FYE 2009                 $26,750

Full-text copies of AA Real Estate Holding's Statements are
available for free at http://bankrupt.com/misc/amr1459sofa.pdf

(8) American Airlines Vacations

American Airlines Vacations LLC reported income received from
employment, trade, or profession, or from operation of the
Debtor's business for the two years immediately preceding the
Petition Date:

  YTD 11/29/11         $12,996,299
  FYE 2010             $14,293,437
  FYE 2009             $15,809,283

American Airlines Vacations LLC reported income it received other
than from employment, trade, profession, or operation of the
Debtor's business during the two years immediately preceding the
Petition Date:

  YTD 11/29/11                 $0
  FYE 2010                     $0
  FYE 2009               $199,739

Full-text copies of American Airlines Vacations' Statements are
available for free at http://bankrupt.com/misc/amr1463sofa.pdf

(9) 9 Debtors

Nine debtor affiliates did not disclose income received during
the two years immediately preceding the Petition Date nor
payments to creditors during the 90-days before the Petition
Date:

  * American Airlines Realty (NYC) Holdings, Inc.  Full-text
    copies of American Airlines Realty's Statements are
    available for free at:

         http://bankrupt.com/misc/amr15463sofa.pdf

  * PMA Investment Subsidiary, Inc.  Full-text copies of PMA
    Investment's Statements are available for free at:

         http://bankrupt.com/misc/amr1470sofa.pdf

  * SC Investment, Inc.  Full-text copies of SC Investment's
    Statements are available for free at:

         http://bankrupt.com/misc/amr1439sofa.pdf

  * Admirals Club, Inc.  Full-text copies of Admirals Club's
    Statements are available for free at:

         http://bankrupt.com/misc/amr1451sofa.pdf

  * Business Express Airlines, Inc.  Full-text copies of
    Business Express's Statements are available for free
    at http://bankrupt.com/misc/amr1453sofa.pdf

  * Reno Air, Inc.  Full-text copies of Reno Air's Statements
    are available for free at:

        http://bankrupt.com/misc/amr1455sofa.pdf

  * AA Real Estate Holding GP LLC.  Full-text copies of AA Real
    Estate's Statements are available for free at:

        http://bankrupt.com/misc/amr1457sofa.pdf

  * American Aviation Supply LLC.  Full-text copies of American
    Aviation's Schedules are available for free at:

        http://bankrupt.com/misc/amr1465sofa.pdf

  * American Airlines IP Licensing Holding, LLC.  Full-text
    copies of American Airlines IP's Statements are available
    for free at http://bankrupt.com/misc/amr1467sofa.pdf

                      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).


APEX KATY: Section 341(a) Meeting Scheduled for April 10
--------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
of Apex Katy Physicians, LLC on April 10, 2011, at 10:00 a.m.  The
meeting will be held at RM 2612, 725 S Figueroa St., in Los
Angeles, California.

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

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

Creditors must submit their proofs of claim not later than July 9,
2012.

                   About Apex Katy Physicians

Apex Katy Physicians, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-31848) on March 6, 2012, estimating
$10 million to $50 million in assets and debts.  Judge Marvin
Isgur presides over the case.  Attorneys at Hoover Slovacek, LLP,
represent the Debtor.

An affiliate, Apex Long Term Acute Care - Katy, LP, a long-term
care facility, filed a Chapter 11 petition (Case No. 09-37096) on
Sept. 25, 2009.


ARCAPITA BANK: Bahrain Bank Files for Ch. 11 in Manhattan
---------------------------------------------------------
Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.

Henry A. Thompson, executive director, explains in a court filing,
"Like virtually all private equity institutions and investment
banks, the Debtors have been adversely impacted by the global
economic downturn, and have been especially hard hit by the recent
debt crisis in the Eurozone.  This global recession has hampered
the Debtors' ability to obtain liquidity from the capital markets,
and has also resulted in a reduction in asset values."

The Debtors do not have the liquidity necessary to repay a
$1.1 billion syndicated unsecured facility when it comes due on
March 28, 2012, according to Mr. Thompson.

The Debtors have tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG, Inc., as notice and claims
agent.

The Debtors expect that during the first 30 days of the Chapter 11
case, payments to employees will total $250,000 per week, and
officers and senior management will be paid $60,000 per week.
Total estimate for accrual of business and financial consultants
during the first 30 days is $7.24 million.

                          Investment Bank

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group currently has approximately $7 billion in
assets under management.  On a consolidated basis, the Arcapita
Group owns assets valued at approximately $3.06 billion and has
liabilities of approximately $2.55 billion.

The Debtors owe $96.7 million under two secured facilities made
available by Standard Chartered Bank.  As to unsecured debt,
Arcapita:

    * is a borrower under a $1.1 billion unsecured murabaha,
      Shari'ah-compliant syndicated facility, dated as of
      March 28, 2007.

    * owes $145 million in various unsecured strategic investor
      facilities.

    * is a sponsor of a $100 million murabaha-based Arcsukuk
      facility, dated as of Sept. 7, 2011 and maturing on
      Sept. 7, 2013.

    * is a borrower under an approximately $256 million unsecured
      facility issued by the CBB;

    * is a borrower under a number of shortterm, unsecured
      regional bank loans, of which obligations outstanding are
      comprised of: (i) $28.4 million of U.S. dollar-denominated
      debt, (ii) EUR2.7 million of Euro-denominated debt and (iii)
      BHD3.6 million of Bahraini dinar-denominated debt.

    * is a borrower under that certain unsecured Bahrain Bay
      Development Facility in the approximate amount of
      $116 million.

As there is currently no cash collateral associated with the
collateral pledged to secure their obligations, the Debtors are
not required to seek, and have not sought, the use of cash
collateral.

                    Dispute With Hedge Funds

Arcapita explored out-of-court restructuring scenarios.  The
Debtors, however, have been unable to achieve 100% lender consent
required to effectuate the terms of an out-of-court restructuring.

"More importantly in the short term, one or more hedge funds that
are minority participants in the syndicated facility ? and who
purchased their interests at deep discounts and are seeking to
leverage their opposition to a restructuring to obtain a buyout at
par while other lenders may well receive less favorable treatment
? have threatened precipitous action that would, if successful,
undermine the Debtors' going concern value to the detriment of
other creditors and stakeholders," Mr. Thopmson explains.

In assessing these threats -- which included, among other things,
the commencement of an involuntary and value-destructive straight
liquidation proceeding in the Cayman Islands -- the Debtors
considered reorganization options under the laws of various other
jurisdictions.  It is management's view, however, that Chapter 11
is the proper and most effective venue for implementing a
comprehensive restructuring plan for all the Debtors that will
maximize recoveries for all creditors and stakeholders.

                        Cayman Proceeding

Subsequent to the commencement of the Chapter 11 Cases, Arcapita
Investment Holdings Limited, a wholly owned Debtor subsidiary of
Arcapita in the Cayman Islands, issued a summons seeking ancillary
relief from the Grand Court of the Cayman Islands with a view to
facilitating the Chapter 11 Cases

AIHL commenced the Cayman Proceeding, seeking the appointment of
Zolfo Cooper as a provisional liquidator.  The summons in the
Cayman Proceedings contains not only a request for the appointment
of the Provisional Liquidator, but also a petition for a winding-
up (or liquidation) order.  AIHL has requested that the Winding-Up
Order be stayed pending resolution of the Chapter 11 cases.

While the Debtors believe that all of the Debtors' creditors are
fully bound by the provisions of the world-wide automatic stay
imposed by Section 362 of the Bankruptcy Code, the Cayman
Proceeding ensures that the automatic stay is honored in the
Cayman Islands and that none of the Debtors' creditors, including
creditors who might be willing to risk violation of the automatic
stay in an attempt to increase their own returns to the detriment
of the Debtors' other creditors and stakeholders, will be able to
use the courts in the Cayman Islands to collect or enforce
obligations owed to them by AIHL.


ARCAPITA BANK: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Arcapita Bank B.S.C.(c)
        aka First Islamic Investment Bank B.S.C. (c)
        Arcapita Bank Building
        Bahrain Bay
        Building 551, Road 4612
        Manama Sea Front 346
        Manama
        Bahrain

Bankruptcy Case No.: 12-11076

Affiliates that simultaneously filed Chapter 11 petitions:

       Debtor                         Case No.
        ------                        --------
Arcapita Bank B.S.C.(c)               12-11076
Arcapita Investment Holdings Limited  12-11077
Arcapita LT Holdings Limited          12-11078
WindTurbine Holdings Limited          12-11079
AEID II Holdings Limited              12-11080
RailInvest Holdings Limited           12-11081

Chapter 11 Petition Date: March 19, 2012

About the Debtors: Founded in 1996, Arcapita is a global manager
                  of Shari'ah-compliant alternative investments
                  and operates as an investment bank.  Arcapita is
                  not a domestic bank licensed in the U.S.
                  Arcapita is headquartered in Bahrain and is
                  regulated under an Islamic wholesale banking
                  license issued by the Central Bank of Bahrain.
                  The Arcapita Group employs 268 people and has
                  offices in Atlanta, London, Hong Kong and
                  Singapore in addition to its Bahrain
                  headquarters.  The Arcapita Group's principal
                  activities include investing on its own account
                  and providing investment opportunities to third-
                  party investors in conformity with Islamic
                  Shari'ah rules and principles.

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

Judge: Sean H. Lane

Debtor's Counsel: Michael A. Rosenthal, Esq.
                  GIBSON, DUNN & CRUTCHER LLP
                  200 Park Avenue, 47th Floor
                  New York, NY 10166
                  Tel: (212) 351-4000
                  Fax: (212) 351-4035
                  E-mail: mrosenthal@gibsondunn.com

Total Assets: $3.06 billion (includes non-debtor affiliates)

Total Liabilities: $2.55 billion (includes non-debtor affiliates)

The petition was signed by Henry A. Thompson, general counsel.

Arcapita Bank's List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Central Bank of Bahrain            Bank Loan          $255,120,417
P.O. Box 27
Diplomatic Area
Manama, Kingdom of Bahrain

Commerzbank                        Bank Loan          $164,687,500
C ommerzbank Aktiengesellschaft
Corporates & Markets, Leveraged
Finance,
Maizner Landstr. 153,
DLZ-Geb. 2, Handlerhaus, 60327
Frankfurt am Main, Germany

National Bank of Bahrain           Bank Loan          $132,251,777
P.O. Box 106
Manama, Kingdom of Bahrain

Bahrain Bay Development B.S.C.(c)  Bank Loan          $116,481,112
P.O. Box 5092
Manama, Kingdom of Bahrain

District Cooling Capital Limited   Bank Loan          $110,673,521
c/o Paget-Brown Trust Company Ltd.
Boundary Hall
Cricket Square
P.O. Box 1111, Grand Cayman
KY1-1102
Cayman Islands

Arcsukuk (2011 - 1) Limited        Bank Loan          $100,000,000
P.O. Box 1093 GT
Queensgate House
South Church Street
George Town
Grand Cayman
Cayman Islands

Euroville Sarl (formally           Bank Loan           $88,750,000
Satinland Finance Sarl)
125 London Wall
London
EC2Y 5AJ

Riyad Bank                         Bank Loan           $75,000,000
P.O. Box 22622, Riyadh 11416,
Saudi Arabia

VR Global Partners LP              Bank Loan           $74,900,000
400 Madison Avenue, 15th Floor
New York, NY 10017

Midtown Acquisitions LP            Bank Loan           $50,050,000
C65 East 55th Street, 19th Floor
New York, NY 10022

Thornbeam Limited                  Bank Loan           $50,118,502
#10F1, Ministry of Finance
Building, Commonwealth Drive
Jalan Kebangsan BB3910
Negara Brunei Darussalam

Perbadanan Tabung Amanah Islam     Bank Loan           $47,258,216
Brunei
Jalan Sultan, Bandar Seri Begawan
BS8811, Brunei Darussalam

Fortis Bank NA/NV                  Bank Loan           $40,094,802
Warandeberg 3
1000 Brussels
Belgium

Overseas Fund Co. S.P.C.           Bank Loan           $40,000,000
P.O. Box 836
Sheraton Commercial Complex
Manama, Kingdom of Bahrain

Devonshire Limited                 Bank Loan           $35,000,000
P.O. Box 61999
Abu Dhabi Investment Council
Sheikh Hamdan Building ? Silver Tower
Abu Dhabi, United Arab Emirates

Standard Bank PLC                  Bank Loan           $31,000,000
20 Gresham Street
London
EC2V 7JE
England
United Kingdom

BBB Holding Company II Limited     Bank Loan           $30,025,128
c/o Paget-Brown Trust Company Ltd.
Boundary Hall
Cricket Square
P.O. Box 1111, Grand Cayman
KY1-1102
Cayman Islands

Goldman Sachs Lending Partners     Bank Loan           $30,000,000
Goldman Sachs International
Daniel House
133 Fleet Street
London EC4A 2BB

Barclays Bank PLC                  Bank Loan           $30,000,000
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom

Bank of America N.A.               Bank Loan           $30,000,000
Bank of America Merrill Lynch
Financial Centre
2 King Edward St.
London EC1A 1HQ
United Kingdom

CIMB Bank Berhad                   Bank Loan           $30,000,000
10th Floor Bangunan CIMB
Jalan Semantan
Damansara Heights
50490 Kuala Lumpur Malaysia

Credit Suisse, London              Bank Loan           $30,000,000
One Cabot Square
London E14 4QJ
United Kingdom

Deutsche Bank Luxembourg S.A.      Bank Loan           $30,000,000
2, Boulevard Konrad Adenauer
L-1115 Luxemburg
Luxemburg

European Islamic Investment        Bank Loan           $30,000,000
Bank PLC
60 Chiswell Street
London, EC1Y 4SA
England

Malayan Banking Berhad,            Bank Loan           $30,000,000
London Branch
Maybank Bahrain Branch
8th Floor, Al-Jasrah Tower
P.O. Box 10470, Diplomatic Area
Manama
Kingdom of Bahrain

Mashreqbank PSC                    Bank Loan           $30,000,000
P.O. Box 1250, Dubai
Near Al Ghurair City, Deira

Royal Bank of Scotland N.V.        Bank Loan           $30,000,000
280 Bishopsgate
London EC2M 4RB
United Kingdom

The Royal Bank of Scotland PLC     Bank Loan           $30,000,000
280 Bishopsgate
London EC2M 4RB
United Kingdom

The Arab Investment Company S.A.A. Bank Loan           $30,000,000
Sharq - Ahmed Al-Jaber Street
Emad Commercial Center - 4th & 5th Floor
P.O.Box: 26630 Safat 13127
Kuwait

ING Bank N.V.                      Bank Loan           $29,000,000
ING Commercial Banking
Amsterdamse Poort Building
Bijlmerplein 888
1102 MG, Amsterdam, The Netherlands

HSH Nordbank AG,                   Bank Loan           $29,000,000
Luxembourg Branch
2 Rue Jean Monnet
2180 Luxembourg
Luxembourg

Yayasan Sultan Haji Hassanal       Bank Loan           $23,631,610
Bolkiah
Peti Surat 1166, Bandar Seri
Begawan BS8672
Negara Brunei Darussalam

Bandtree SDN BHD                   Bank Loan           $23,631,592
Level 12, Ministry of Finance Building
Commonwealth Drive
Jalan Kebangsaan, BSB BB3910,
Brunei Darussalam

Saudi Industrial Capital I Limited Bank Loan           $21,314,389
Boundary Hall
Cricket Square
P.O. Box 1111, Grand Cayman
KY1-1102
Cayman Islands

Fuad Al Ghanim & Sons              Bank Loan           $21,147,000
General Trading and Contracting
P.O. Box 2118
Safat 13022, Kuwait

BAWAG P.S.K. Bank fr Arbeit und   Bank Loan           $20,000,000
Wirtschaft und Osterreichische
Postsparkasse Aktiengesellschaft
Seitzergasse 2-4,
A-1010 Vienna

BBK B.S.C.                         Bank Loan           $20,000,000
P.O. Box 597
43 Government Avenue
Manama, Kingdom of Bahrain

Boubyan Bank K.S.C.                Bank Loan           $20,000,000
Mubarak tower
Kuwait City, Abdullah Al Salem
Street, Block 5, Building 15
Central Commercial Area, Kuwait

Doha Bank                          Bank Loan           $20,000,000
P.O. Box 3818, Grand Hamad Street
Doha, Qatar

Natixis                            Bank Loan           $20,000,000
30, Avenue Pierre MendŠs-France
75013 Paris

Perbadanan Tabung Amanah Islam     Bank Loan           $19,696,798
Brunei
Jalan Sultan, Bandar Seri Begawan
BS8811, Brunei Darussalam

Tadhamon Capital B.S.C.            Bank Loan           $18,421,924
P.O. Box 75511
GBCorp Tower 12th Flr.
Bahrain Financial Harbour
Manama, Kingdom of Bahrain

Kuwait Finance House KSC           Bank Loan           $18,000,000
Aras 18, Tower Two
Etiqa Twins, 11
Jalan Pinang, 50450
Kuala Lumpur, Malaysia

NavIndia Holding Company Limited   Bank Loan           $17,605,878
Boundary Hall
Cricket Square
P.O. Box 1111, Grand Cayman
KY1-1102
Cayman Islands

Commerzbank (beneficiary PVC       Bank Loan           $17,127,500
(Lux) Lux Holding Company S.a. r.l.)
Commerzbank Aktiengesellschaft,
Corporates & Markets
Leveraged Finance
Maizner Landstr. 153
DLZ-Geb. 2, Handlerhaus, 60327
Frankfurt am Main, Germany

Falcon Gas Storage Company, Inc.   Bank Loan           $15,160,475
5847 San Felipe, Suite 3050
Houston, TX 77057

The Governor and Company of the    Bank Loan           $15,000,000
Bank of Ireland
Bank of Ireland Corporate Banking
Lower Baggot Street, Dublin 2

Bank of Taiwan, Singapore Branch   Bank Loan           $15,000,000
80 Raffles Place #28-20
UOB Plaza 2
Singapore 048624

G.P. Zachariades Overseas Ltd.     Bank Loan           $13,250,000
P.O. Box 5632
Manama, Kingdom of Bahrain

Tabung Amanah Pekerja              Bank Loan           $12,219,295
Island Block Level 1
Commonwealth Drive
Jln Kebangsaan
Bandar Seri Begawan BB3910
Negara Brunei Darussalam


AVEOS: Initiates CCAA Proceedings in Canada
-------------------------------------------
Aveos has initiated proceedings under the Companies' Creditors
Arrangement Act (CCAA) in Canada.  As of March 18, 2012, Aveos
ceased its Airframe maintenance service operations and will make
decisions with respect to its other operations as it seeks Court
protection to allow it a period of time to assess its options.
Aveos employs approximately 2,600 employees across Canada.

"This was an extremely difficult decision, one we made only after
lengthy and careful consideration of all other options.  We deeply
regret the job losses and the impact this decision has on our
employees in Canada," said Joe Kolshak, President and Chief
Executive Officer, Aveos Fleet Performance.

The company was forced to file CCAA proceedings, in part, due to
uncertain work volume across its business lines from Aveos'
principal customer.  Since the beginning of the year, its
principal customer reduced, deferred, and cancelled maintenance
work, which resulted in approximately $16 million in lost revenue
in less than two months.  While Aveos remained ready, willing and
able to perform such work, such work did not materialize. This has
been a devastating blow to Aveos, which contributed to the company
needing to file for CCAA protection.

FTI Consulting Canada has been appointed to direct and supervise
the CCAA process as Court-appointed monitor.


BARBETTA LLC: Chapter 11 Plan Wins Court Approval
-------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina confirmed the Chapter 11 Plan
of Barbetta, LLC filed Oct. 18, 2011.

The Plan contemplates a continuation of the Debtor's business.
The Debtor intends to satisfy creditor claims from income earned
through continued operations of leasing its real property.  The
Plan focuses on retaining the Debtor's properties that are
financially feasible for the Debtor to maintain as rental
properties and restructuring the obligations secured by such
properties.

General unsecured claims, estimated at $260,400, will be paid in
full, in quarterly installments of $13,000 per quarter, over a
period of 5 years.  All payments will be distributed pro rata to
allowed creditors within the Class.

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

          http://bankrupt.com/misc/barbettallc.dkt96.pdf

                       About Barbetta, LLC

Based in Selma, North Carolina, Barbetta, LLC, along with its
owners, Charles E. Hester and Barbetta G. Hester, own a combined
total of over 70 properties throughout the state of North
Carolina.  A significant majority of these properties are located
in Johnston County, North Carolina; however, the Debtor, along
with the Hesters, own property in 23 separate counties across the
state of North Carolina.  All of the income producing properties
are rental properties leased for either commercial or residential
use.  The Debtor is the surviving entity after a merger with
Hester 1996 Family Limited Partnership, South Pollock Street
Development & Sign Co., LLC, Hester 5, LLC, and Hester 8, LLC.

The Debtor filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 11-04370) on June 6, 2011.

Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr. and Stubbs & Perdue, P.A., represents the Debtor in its
restructuring efforts.  The Debtor tapped Charles E. Hester, as
member-manager of the Debtor, and the accounting firm of David J.
Bradley, CPA, as accountants.  In its schedules filed together
with the petition, the Debtor disclosed $24,889,321 in total
assets and $12,855,596 in total liabilities.  The petition was
signed by Charles E. Hester, member manager.

Charles and Barbetta Hester also filed a separate Chapter 11
petition (Bankr. E.D.N.C. Case No. 11-04375) on June 6, 2011.


BEACON POWER: Compromise with DOE Stricken Off Cash Use Order
-------------------------------------------------------------
Beacon Power Corporation, et al., notify the U.S. Bankruptcy Court
for the District of Delaware that paragraph 12 of the final cash
collateral order is not effective and is stricken from the cash
collateral order.  The final cash collateral order remains in full
force and effect in all other respects.

On Jan. 23, 2012, the U.S. Department of Justice informed the
Debtors that it did not approve the compromise contained in
paragraph 12 of the final cash collateral order, which referred to
the terms of a proposed compromise between the Debtors and the
U.S. Department of Energy.

                        About Beacon Power

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

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

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

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

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


BOWLES SUB: Plan Disclosure Hearing Continued Until May 5
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
continued until May 5, 2012, the hearing to consider adequacy of
the Disclosure Statement explaining Bowles Sub Parcel D, LLC's
Chapter 11 Plan.

As reported in the Troubled Company Reporter on Jan. 31, 2012, the
Plan anticipates that all property of the estate will be vested in
the Reorganized Debtors. The Debtors will continue to operate Pool
D Properties -- six parcels of real property located in Anoka,
Dakota, and Hennepin Counties, Minnesota; may market the Pool D
Properties for sale either individually or in one or more groups;
and may seek alternative financing. The secured claim of Wells
Fargo Bank N.A. as Lender will be paid in full over time with the
income generated by the operation of the Pool D Properties, by the
proceeds of the sale(s) of one or more of the Pool D Properties,
with the proceeds of new financing, or with a combination of these
options.  The Lender will retain its liens to secure such
payments.  Steven B. Hoyt's lien in the properties will be
released.  Unsecured creditors will receive up to 100% of their
claims, without interest, from distributions from excess cash
generated by postpetition operations and from the sale(s) or
refinancing and operations after the Lender is paid in full. The
actual amount to be paid depends on the results of operations and
sales or refinancing. The most likely range of recovery from
operations is estimated to be 0% to 21%; the ultimate sales prices
are unknown, but could result in full payment to unsecured
creditors.

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

        About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.  In 2007, StoneArch
acquired various LLCs, which in turn owned 27 industrial multi-
tenant properties located in the Twin Cities.  The properties were
divided into four separate pools: A, B, C, and D.  Fenton Sub
Parcel D and Bowles Sub Parcel D jointly own the properties in
pool D.  As tenants in common, Fenton Sub Parcel D has an
undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is also a debtor (Bankr. D. Minn. Case
No. 11-43816).  He is separately represented by Michael C. Meyer,
Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A.  The cases
were originally assigned to Judge Dennis D. O'Brien and reassigned
to Judge Robert J. Kressel as the cases are related to the Hoyt
case, which was filed earlier before Judge Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


BEAU VIEW: Wants to Hire Prestige Luxury as Real Estate Broker
--------------------------------------------------------------
Beau View of Biloxi, LLC asks the U.S. Bankruptcy Court for the
District of Mississippi for permission to employ Prestige Luxury
Properties, LLC as real estate broker.

Prepetition, Charlene Moschella of Prestige has a contract with
the Debtor for the exclusive right of sale listing agreement Beau
View Towers Condominium Project.

Prestige will market and sell condominium units at the Beau View
Condominiums located at 2668 Beach Boulevard, Biloxi, Harrison
County, Mississippi.

The Debtor proposes to pay Prestige at 6% of gross sales price of
each unit.

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

The Debtor set an April 19, 2012, hearing at 1:30 p.m., on
Prestige employment.  Objections, if any, are due April 12.

                     About Beau View of Biloxi

Beau View of Biloxi, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Miss. Case No. 12-50141) on Jan. 26, 2012.  The
Mandeville, Louisiana-based debtor disclosed that it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B) with
assets and debts of $10 million to $50 million.  Judge Katharine
M. Samson presides over the case.  J. Walter Newman, IV, Esq., at
Newman & Newman, serves as the Debtor's counsel.  The petition was
signed by Richard L. Landry, III, designated representative.

According to the case docket, Beau View of Biloxi is required to
file a Chapter 11 Plan and disclosure statement by May 25, 2012.

Proofs of claim are due in the case by May 25, 2012.  Government
proofs of claim are due July 24, 2012.


BERNARD L. MADOFF: Trustee's Firm Gets $44MM for June-Sept. Work
----------------------------------------------------------------
The Bankruptcy Court on Monday approved applications for interim
compensation filed by bankruptcy professionals working for Irving
H. Picard, as trustee for the substantively consolidated SIPA
liquidation proceedings of Bernard L. Madoff Investment Securities
LLC and the bankruptcy estate of Bernard L. Madoff, for the period
from June 1, 2011, to Sept. 30, 2011.

Mr. Picard's law firm, Baker & Hostetler, L.L.P., was awarded
$43,170,634 in fees and $1,245,333 in expenses for the billing
period.  Baker & Hostetler has billed the Madoff estate
$273,066,911 since the start of the proceedings and has incurred
$6,149,828 in expenses.

A list of the firms and the corresponding fees and expenses
approved by the Court is available at http://is.gd/hDf2nC

Meanwhile, the Bankruptcy Court will hold an Avoidance Action
Omnibus Hearing for April 25, 2012 at 10:00 a.m.  Mr. Picard will
file a report of the status of each of the avoidance actions
scheduled to be heard.

                        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.


CARBON ENERGY: Kelvin Buchanan Appointed as Chapter 11 Trustee
--------------------------------------------------------------
The U.S. Bankruptcy Court approved the appointment of Kelvin J.
Buchanan as Chapter 11 trustee in the bankruptcy case of Carbon
Energy Holdings LLC and Carbon Energy Reserve Inc.

Nicholas Strozza, the acting U.S. Trustee for the District of
Nevada, selected Mr. Buchanan upon the Court's directive.  The
acting U.S. Trustee attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Court authorized the appointment of a Chapter 11 Trustee upon
the request of creditor Beartooth Land Company, LP.  The Court,
however, denied its Beartooth's request to convert the case to
Chapter 7.

As reported by the Troubled Company Reporter on Dec. 27, 2011,
Beartooth sought conversion or, in the alternative, appointment of
a Chapter 11 trustee in the Debtors' case.  Beartooth said it has
offered to purchase the Debtors' sole asset for a gross purchase
price of $15 million.  Beartooth noted that the purchase price is
more than sufficient to pay all creditors in full and provide for
a return to equity.  The Debtors' controlling shareholders and
management remain in a deadlock, unable to move these cases
forward and realize any return for Debtors' constituents.
Beartooth argued it is in the best interests of all parties-in-
interest to have an independent trustee appointed to liquidate the
Debtors' assets.

Beartooth is represented by Brett A. Axelrod, Esq., and Kimberly
P. Stein, Esq., at Fox Rothschild LLP.

As reported in the TCR on Jan. 27, 2012, Carbon Energy Holdings
and Carbon Energy Reserve asked the Bankruptcy Court to deny
Beartooth's request because it is premature and is not supported
by the facts of the case.  Carbon Energy's only asset of
significance is its ownership interest in Carbon Energy Reserve,
which in turn owns certain real property and a large deposit of
coal located on approximately 8,200 contiguous acres of real
property in Carbon County, Montana.

The Debtors denied Beartooth's allegation that they are not moving
their bankruptcy cases forward.  The Debtors said they have been
diligently trying to complete the required financial reports and
produce a plan of reorganization.  Contrary to Beartooth's
assertions, the Debtors argue that the only way to maximize value
for their property is to obtain the highest and best offer for the
Coal Rights, adding that "Beartooth's only interest in this case
is to obtain the property as cheaply as possible."

                  About Carbon Energy Holdings

Based in Wickenburg, Arizona, Carbon Energy Holdings LLC and
Carbon Energy Reserve Inc. filed for Chapter 11 bankruptcy (Bankr.
D. Nev. Case Nos. 11-52099 and 11-52101) on June 28, 2011.  Judge
Bruce T. Beesley presides over the cases.  Carbon Energy Holdings
Inc. disclosed $0 in assets and $146,270 in liabilities in its
schedules filed in court.  Carbon Energy Reserve Inc. scheduled
$40,000,000 in assets and $2,009,573 in liabilities.  Kolesar &
Leatham Chtd. acts as the Debtors' general counsel.


CARBON ENERGY: Chapter 11 Trustee Taps McDonald Carano as Counsel
-----------------------------------------------------------------
Kelvin J. Buchanan, the Chapter 11 Trustee in the bankruptcy case
of Carbon Energy Holdings LLC and Carbon Energy Reserve Inc., asks
for permission from the U.S. Bankruptcy Court to employ Kaaran E.
Thomas, Sylvia Harrison, and Lisa Wiltshire together with other
partners and associates of McDonald Carano Wilson LLP as
bankruptcy counsel.

The scope of MCW's services will include assistance in negotiation
and preparation of sales proceedings, examination and preparation
of records and reports required by the Bankruptcy Code; Federal
Rules of Bankruptcy Procedure and Local Bankruptcy Rules;
preparation of motions, applications, orders and other pleadings;
identification of claims and causes of action assertable by the
Debtors and their Estates; examination of claims against the
Estates; assist the Trustee in his negotiations with Debtors and
other parties-in-interest; and other legal matters as may arise in
connection with the Trustee duties.

The firm's rates are:

  Personnel                                Rates
  ---------                                -----
  Ms. Thomas                               $450
  Ms. Harrison                             $375
  Ms. Wiltshire                            $250
  For other partners/ associates           $225 to $450

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

                  About Carbon Energy Holdings

Based in Wickenburg, Arizona, Carbon Energy Holdings LLC and
Carbon Energy Reserve Inc. filed for Chapter 11 bankruptcy (Bankr.
D. Nev. Case Nos. 11-52099 and 11-52101) on June 28, 2011.  Judge
Bruce T. Beesley presides over the cases.  Carbon Energy Holdings
Inc. disclosed $0 in assets and $146,270 in liabilities in its
schedules filed in court.  Carbon Energy Reserve Inc. scheduled
$40,000,000 in assets and $2,009,573 in liabilities.  Kolesar &
Leatham Chtd. acts as the Debtors' general counsel.


CATALINA MARKETING: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
St. Petersburg, Fla.-based Catalina Marketing Corp. and parent
Checkout Holding Corp. to negative from stable. "At the same time,
we affirmed our 'B+' corporate credit rating on the company, along
with all related issue-level ratings on the company's debt," S&P
said.

"In addition, we assigned the extended portion of the company's
term loan due October 2017 (amount to be determined) an issue-
level rating of 'BB-' with a recovery rating of '2', indicating
our expectation of substantial (70% to 90%) recovery for lenders
in the event of a payment default," S&P said.

"The outlook revision reflects our view that near-term operating
trends at Catalina will remain weak," said Standard & Poor's
credit analyst Chris Valentine. "We believe that that the
company's credit measures could weaken further in 2012, and
leverage could rise above our threshold of 6.5x for the current
rating. The current refinancing transaction is leverage-neutral,
while EBITDA coverage of interest pro forma for the transaction
declines slightly due to higher interest expense," S&P said.

"The 'B+' corporate credit rating on Catalina reflects our view of
the company's fairly aggressive financial policy and the
competitive nature of the consumer promotion industry. We view
Catalina's business risk profile as 'fair', in light of limited
direct competition in its U.S.-based point-of-sale (POS) marketing
communications segment, its high customer renewal rates, and the
business' relatively high barriers to entry. We continue to assess
the company's financial risk profile as 'highly leveraged' (based
on our criteria), reflecting Catalina's high capital investment
requirements, high debt leverage, and an aggressive financial
policy that has led to special dividends in the past," S&P said.

"The negative outlook reflects our expectation that the company's
operating performance will remain under pressure over the near
term. We could lower the rating if it appears likely that EBITDA
declines will not moderate over the next 12 months and that
adjusted leverage will remain above our target on a sustained
basis. We believe this could occur if EBITDA declines at a mid-
single-digit percentage rate in 2012," S&P said.

"We could also lower the rating if we become convinced that a
long-term structural shift is the cause of recent operating
weakness. We could revise the outlook back to stable if we become
convinced that operating trends have stabilized, resulting in a
more stable earnings pattern," S&P said.


CENGAGE LEARNING: S&P Lowers Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Stamford, Conn.-based Cengage Learning Holdings II L.P.
to 'B-' from 'B'. "At the same time, we assigned the extended
portion of subsidiary Cengage Learning Acquisitions Inc.'s term
loan due 2017 and revolving credit facility due 2017 (amount to be
determined) issue-level ratings of 'B' with recovery ratings of
'2', indicating our expectation of substantial (70% to 90%)
recovery for lenders in the event of a payment default. The
outlook is stable," S&P said.

"The transaction extends the maturity of the majority of term debt
by three years to July 2017 and revolving credit to March 2017
from July 2013. Cengage is offering the extending term loan
lenders repayment of 30% of their loans at par, which is a
condition to the amendment being effective. Total debt was roughly
$5.4 billion as of Dec. 31, 2011," S&P said.

"The downgrade reflects the increase in the average cost of debt
as a significant risk, as the transaction, while extending some of
the company's debt maturities, diminishes pro forma EBITDA
coverage of interest expense and discretionary cash flow," said
Standard & Poor's credit analyst Hal Diamond. He added, "Also, the
company will need to refinance its remaining near-term maturities
over the next two years, which could further reduce interest
coverage and discretionary cash flow."

"The rating outlook is stable. Prospects of increasing enrollments
over the intermediate term, relatively stable operating
performance, and positive discretionary cash flow generation
should be able to slowly reduce leverage. We could downgrade the
rating to 'CCC+' if we become convinced that revenue and EBITDA
will not grow as we expected, leverage will increase above 9x, or
discretionary cash flow will swing negative. This scenario could
occur if enrollments decline or pressure increases from textbook
rentals, and weakness in the library reference business continues.
In this case, an EBITDA decline of 10% over the next year would
reduce pro forma EBITDA coverage of total interest (after
prepublication costs) to only 1.1x. Although unlikely over the
near term, we could raise the rating to 'B' if the company
restores sustainable EBITDA growth, generates increasing
discretionary cash flow, and restores interest coverage to about
1.5x," S&P said.


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

Moody's current ratings on Centene Corporation are:

Long Term Corporate Family Ratings (domestic currency) ratings of
Ba2

Senior Unsecured (domestic currency) ratings of Ba2

Senior Unsecured Shelf (domestic currency) ratings of (P)Ba2

Subordinate Shelf (domestic currency) ratings of (P)Ba3

Ratings Rationale

Moody's Baa2 insurance financial strength rating (IFS) of Centene
Corporation's (Centene) operating subsidiaries and Ba2 senior debt
rating of Centene are based primarily on the company's
concentration in the Medicaid market, acquisitive nature, and
moderate level of financial leverage, offset by its multi-state
presence, expansion into other healthcare product opportunities,
relatively stable financial profile and adequate capitalization.

Headquartered in St. Louis, Missouri, Centene provides Medicaid
and Medicaid-related programs to organizations and individuals
through government-subsidized programs including Medicaid,
Supplemental Security Income, Foster Care, Medicare Special Needs
Plans and the State Children's Health Insurance Program. The
company currently has health plans in twelve states (Indiana,
Wisconsin, Texas, Arizona, Ohio, Georgia, Florida, Massachusetts,
Mississippi, Illinois, Kentucky and South Carolina). Centene also
provides national individual health insurance through Celtic
Insurance Company, and specialty service products including
behavioral health, care management software, health insurance
exchanges, life and health management, long-term care programs,
managed vision, telehealth services and pharmacy benefits
management to state programs, healthcare organizations, employer
groups and other commercial organizations, as well as to its
subsidiaries.

Through expansions into new states, as well as through
acquisitions, the company has grown to cover 1.6 million members
as of September 30, 2011. The company markets under local brands
in each of its markets; however, it maintains strong and
conservative centralized management oversight of the financial and
operational functions. The company is adequately capitalized at
approximately 187% NAIC risk-based capital (RBC) at company action
level on a consolidated basis.

While Centene has a good track record in the Medicaid market and
has worked closely with the states in designing programs and
establishing reimbursement levels for healthcare plans, there are
unique risks associated with this business. First, each of the
state contracts is renewed on a periodic basis. The loss of any
one of these contracts could have a considerable impact on the
revenues and earnings of Centene. Second, the Medicaid business is
very reliant on reputation and an operating problem in one state
could jeopardize the Medicaid contract in other states. However,
the company's health plans operate with separate local names to
help mitigate this risk. Lastly, Moody's has had concerns with
respect to the level of reimbursements to managed care companies
as states fall under budgetary and political pressures. While rate
increases have been under pressure over the last two years, it
appears that states have adhered to actuarial valuations in
determining reimbursement levels. It should also be noted that
healthcare reform legislation, which will increase the number of
persons eligible for Medicaid, has increased interest among states
in Medicaid managed care options, providing growth opportunities
for Centene.

Rating Outlook

The rating outlook for Centene and its subsidiaries is stable.

What to Watch For

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

- Additional Healthcare Reform regulations impacting Medicaid

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

What Could Change the Rating - Up

The following could lead to a rating upgrade:

- A sustained increase in the NAIC RBC ratio to at least 200% of
   company action level,

- A reduction in the company's debt to capital ratio to below 35%
   (where debt includes operating leases),

- An increase in EBITDA interest coverage above 10x,

- Maintaining specialty segment earnings in the range of 25% of
   total earnings.

What Could Change the Rating - Down

The following could result in a rating downgrade:

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

- EBITDA interest coverage falling below 6x,

- An increase in the debt to EBITDA ratio above 3x, or

- An increase in the overall annual health benefits ratio above
   86%.

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


CENTRAL PLAINS: Moody's Cuts Rating on Revenue Bonds to 'B2'
------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Central
Plains Energy Project Gas Project Revenue Bonds, Series 2007A&B
(Project No. 1) to B2 from Ba3 on review for downgrade. The
downgrade results from the presence of a repurchase agreement
provided by MBIA Inc. (B2) that is also insured by MBIA Insurance
Corporation (B3 under review for downgrade) in which funds needed
for debt service payments are invested.

Principal Methodology Used

The principal methodologies used in assigning the rating were; (i)
Methodology Update: Ratings that Rely on Guaranteed Investment
Contracts and (ii) Gas Prepayment Bond Methodology both of which
can be found at www.moodys.com in the Credit Policy &
Methodologies directory, in the Ratings Methodologies
subdirectory. Other methodologies and factors that may have been
considered in the process of rating this issue can also be found
in the Credit Policy & Methodologies directory.


CHEF SOLUTIONS: Has Until May 1 to Decide on Unexpired Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until May 1, 2012, Chef Solutions Inc., now known as Food
Processing Liquidation Holdings, LLC's time to assume or reject
unexpired leases of nonresidential real property.

                      About Chef Solutions

Chef Solutions, through subsidiary Orval Kent Food, is the second
largest manufacturer in North America of fresh prepared foods for
retail, food service and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011.  Debtor Orval
Kent Food Company disclosed $82,902,336 in assets and $126,085,311
in liabilities in its schedules.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Lowenstein Sandler PC and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case.  Mesirow Financial
Consulting, LLC, is the financial advisor.


CHEF SOLUTIONS: Has Until May 1 to Propose Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Chef Solutions Inc., now known as Food Processing Liquidation
Holdings, LLC's exclusive periods to file and solicit acceptances
for the proposed a Chapter 11 Plan until May 1, 2012, and July 1,
respectively.

As reported in the Troubled Company Reporter on Feb. 8, 2012, the
Debtors told the Court that they have been working closely with
the statutory committee of unsecured creditors to ensure that the
Debtors' assets are liquidated and distributed in a manner that is
acceptable to the Debtors' general unsecured creditors.  According
to the Debtors, these efforts may be lost if the Exclusivity
Periods are not extended as requested.

                        About Chef Solutions

Chef Solutions, through subsidiary Orval Kent Food, is the second
largest manufacturer in North America of fresh prepared foods for
retail, food service and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011.  Debtor Orval
Kent Food Company disclosed $82,902,336 in assets and $126,085,311
in liabilities in its schedules.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Lowenstein Sandler PC and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case.  Mesirow Financial
Consulting, LLC, is the financial advisor.


CHEMBULK NEW YORK: Files Chapter 15 to Avoid Seizure of Vessels
---------------------------------------------------------------
Singapore-based PT Berlian Laju Tanker Tbk filed Chapter 15
bankruptcy petitions in New York for subsidiaries (Bankr. S.D.N.Y.
Lead Case No. 12-11007) to prevent creditors from seizing the
company's vessels when they call on U.S. ports.

Cosimo Borrelli, recently appointed vice president for
restructuring for PT Berlian, signed the Chapter 15 petitions for
Chembulk New York Pte Ltd and 12 other entities.

The Berlian group operates 72 vessels, of which 50 are owned.

The vessels owned by Chembulk, et al., are mortgaged to a
consortium of banks comprising BNP Paribas, ING Bank N.V., NIBC
Bank Ltd., Nordea Bank Finland Plc, Standard Chartered Bank and
DnB Nor Bank ASA, Singapore Branch as security for sums borrowed
under a $685 million loan agreement dated Feb. 18, 2011.

The financial crisis in the United States and Europe that began in
2008 caused companies in the global shipping, industry, including
the Berlian Group, to suffer significant financial difficulties.

In January, the Berlian Group violated covenants to maintain cash
ratios under the $685 million loan agreement and announced that
some subsidiaries failed to pay certain charter hires.  The
Berlian Group later declared a "standstill on payment of its
financial obligations."  FTI Consulting was tapped as financial
advisor.

Since the declaration of the standstill, creditors have taken
steps to arrest certain vessels operated by companies in the
Berlian Group.

In order to prevent ship arrests and other collection efforts, the
Berlian Group initiated proceedings in the High Court of the
Republic of Singapore on March 12, 2012.  The Singapore court
entered orders prohibiting for three months any arrest of vessels
or collection effort.

The Berlian Group filed the Chapter 15 petitions to obtain entry
of an order enjoining creditors from seizing vessels that are at
port in the United States.  The Debtors do not have assets in the
U.S. other than the transitory basis vessels that are in the U.S.


CHINA PRECISION: Gets NASDAQ Bid Price Non-Compliance Notice
------------------------------------------------------------
China Precision Steel, Inc., a niche precision steel processing
company principally engaged in producing and selling high
precision, cold-rolled steel products, announced today that it
received a letter from the listing qualifications department staff
of The NASDAQ Stock Market LLC, granting China Precision Steel an
additional 180 days, or until Sept. 10, 2012, to regain compliance
with NASDAQ's minimum bid price requirement.

On Sept. 16, 2011, China Precision Steel received a letter from
NASDAQ, notifying the Company that for 30 consecutive business
days the bid price of its common stock had closed below $1.00 per
share, the minimum closing bid price required by the continued
listing requirements set forth in Listing Rule 5450(a)(1), and
that, pursuant to Listing Rule 5810(c)(3)(A), China Precision
Steel has 180 calendar days, or until March 14, 2012, to regain
compliance with the minimum bid price requirement.  On March 15,
2012, the Company received a second letter from NASDAQ notifying
the Company that it had not regained compliance during the initial
180-day grace period, but that NASDAQ was granting the Company an
additional 180-day period to regain compliance with the minimum
bid price requirement.  NASDAQ's determination was based on the
Company having met the continued listing requirement for market
value of publicly held shares and all other applicable
requirements for initial listing on the NASDAQ Capital Market,
with the exception of the bid price requirement, and on the
Company's written notice to NASDAQ of its intention to cure the
deficiency during the second compliance period by effecting a
reverse stock split if necessary.  The notice has no effect at
this time on the listing of China Precision Steel's common stock,
which will continue to trade under the symbol "CPSL."

If China Precision Steel cannot demonstrate compliance with Rule
5450(a)(1) by Sept. 10, 2012, NASDAQ will provide notice to China
Precision Steel that its securities may be delisted. At that time,
China Precision Steel may appeal NASDAQ's decision to a Listing
Qualifications Panel.

                         About China Precision

China Precision Steel Inc. is a niche precision steel processing
company principally engaged in the production and sale of high
precision cold-rolled steel products and provides value added
services such as heat treatment and cutting medium and high carbon
hot-rolled steel strips.  China Precision Steel's high precision,
ultra-thin, high strength (7.5 mm to 0.05 mm) cold-rolled steel
products are mainly used in the production of automotive
components, food packaging materials, saw blades and textile
needles.  The Company primarily sells to manufacturers in the
People's Republic of China as well as overseas markets such as
Nigeria, Thailand, Indonesia and the Philippines. China Precision
Steel was incorporated in 2002 and is headquartered in Sheung Wan,
Hong Kong.


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

Moody's current ratings on CIGNA Corporation are:

Senior Unsecured (domestic currency) ratings of Baa2

Senior Unsecured MTN Program (domestic currency) ratings of
(P)Baa2

Senior Unsecured Shelf (domestic currency) ratings of (P)Baa2

Subordinate Shelf (domestic currency) ratings of (P)Baa3

Junior Subordinate Shelf (domestic currency) ratings of (P)Baa3

Preferred Shelf (domestic currency) ratings of (P)Ba1

Commercial Paper (domestic currency) ratings of P-2

Ratings Rationale

Moody's A2 insurance financial strength ratings of Connecticut
General Life Insurance Company (CG Life), CIGNA Health and Life
Insurance Company (CHLIC), Life Insurance Company of North America
(LINA) and three operating subsidiaries of HealthSpring (acquired
on January 31, 2012), and the Baa2 senior unsecured debt rating of
CIGNA Corp. (CIGNA; NYSE:CI) are based primarily on the company's
strong business profile driven by its strong national presence and
brand name, large membership base, and its broad range of group
benefits products. The majority of CIGNA's customer base consists
of self-insured employers, which mitigates the risk of
unanticipated increases in healthcare costs. The rating is also
supported by a solid financial profile characterized by the
company's earnings performance, strong capitalization, and
liquidity position, offset to a degree by high financial leverage
(adjusted debt to capital, where debt includes unfunded pension
liabilities and operating leases). These strengths are offset by
the uncertainty associated with the legal challenges and
regulatory environment surrounding healthcare reform and the
impact these may have on the sector.

CIGNA's long term growth strategy involves growth in targeted
markets and products and pursuit of additional opportunities in
high growth markets. With respect to this strategy, CIGNA has
expanded its international focus highlighted by its acquisition of
Vanbreda International during 2010 and into Medicare Advantage
with the acquisition of HealthSpring in 2012. With respect to
Vanbreda, Moody's considers this diversification as a credit
positive, as it provides a non-regulated earnings stream outside
of CIGNA's domestic healthcare business. The HealthSpring
acquisition also provides significant diversity to both CIGNA's
premium and earnings streams with growth opportunities in the
domestic senior market, although the Medicare Advantage market
will be subject to reduced reimbursement rates and further
regulation under the reform law. Prior to the HealthSpring
transaction, the company had targeted modest sized acquisitions
that have complemented its strategy without being disruptive to
CIGNA's operations.

Additionally CIGNA's equity exposure in its run-off reinsurance
operations (in particular, the guaranteed minimum death benefit
(GMDB) within variable annuities) continues to be a concern.
Although the risk of a significant adverse financial impact to the
company has been reduced as a result of a decreasing number of
policies and an equity hedge program instituted by CIGNA, the risk
has not been entirely eliminated.

Recent economic conditions have also highlighted the sensitivity
of CIGNA's under-funded position of the company's defined pension
plan. A combination of lower than expected asset returns and lower
interest rates used in valuations has increased CIGNA's financial
leverage from Moody's analytic viewpoint, where debt includes
operating leases and unfunded pension liabilities. While the
actions CIGNA has taken in freezing the pension plan and making
voluntary contributions to the plan have had a positive impact,
the large remaining unfunded liability and the low interest rate
environment continue to place pressure on financial flexibility
and the company's ratings.

CIGNA, which is incorporated in Delaware and headquartered in
Connecticut, is one of the largest healthcare and related benefits
organizations in the United States. Domestically, the company
offers a large portfolio of benefit products including health care
products and services, group disability, life and accident
insurance. In addition, CIGNA's international operations offer
healthcare, life, accident and supplemental health insurance
products and services.

Rating Outlook

The rating outlook on all of CIGNA's ratings is stable.

What to Watch For:

- Ability to price appropriately given changes in medical
   utilization

- Larger than expected volatility in run-off Reinsurance segment

- Newly issued or modified Healthcare Reform regulations.

- Integration of HealthSpring and Medicare Advantage results

What Could Change the Rating - Up

- EBITDA margins remain above 10% with a consolidated RBC ratio
   of at least 300% CAL

- Adjusted financial leverage is reduced to 40%,

- Annual membership growth of at least 2%

- EBITDA interest coverage approaching 9 times

What Could Change the Rating - Down

- EBITDA earnings margins below 5%

- EBITDA coverage ratio below 5 times

- Adjusted financial leverage increasing above 50%

- Consolidated RBC ratio below 250% CAL

- Annual reinsurance losses exceeding 10% of equity

- Integration problems that result in a >10% loss of membership
   and/or a >10% reduction in earnings.

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


COREL CORP: Moody's Puts 'Caa1' CFR Under Review for Downgrade
--------------------------------------------------------------
Moody's Investors Service placed Corel Corporation's ratings under
review for possible upgrade, including its Caa1 Corporate Family
Rating (CFR) and the Caa1 rating for the company's existing senior
secured credit facility. Corel is in the process of amending and
extending all or a portion of its approximately $73 million of
senior secured term loans by two years to May 2014. As part of the
ratings actions, Moody's also assigned a Caa1 rating to the
extended tranche of the company's senior secured credit facility
and placed the rating on review for possible upgrade.

Ratings Rationale

The extension of maturity for a sizeable portion of Corel's
existing credit facility would remove the overhang from the
imminent debt maturity and provide the company more time to
improve its profitability by deemphasizing its cash-absorptive
WinDVD product line. Moody's expects that synergies from the
acquisition of Roxio assets coupled with the operating
efficiencies from Corel's digital media product segment should
improve the company's cash flow generation. The extension of debt
maturities and Corel's improved cash flow should provide the
company incremental flexibility to make tuck-in acquisitions to
boost its cash flows from consolidation of mature products.
Moody's could upgrade Corel's CFR, PDR and debt instrument ratings
to B3 if the transaction closes consistent with the proposed
terms, including maintaining adequate levels of cash at the close
to fund the debt repayment for any unextended tranche and to
provide cushion for potential operating requirements over the next
12 to 15 months Moody's could confirm the Caa1 CFR if the company
fails to complete the refinancing or in Moody's assessment Corel's
liquidity remains weak upon the close of the transaction. If the
entire balance of the existing secured credit facility is
extended, then the Caa1 rating on such facility will be withdrawn.

The ratings reflect Corel's challenges in driving revenue and
EBITDA growth from a portfolio of mature products, the company's
small operating scale, and its modest market shares in key product
segments which are dominated by Microsoft Corporation (rated Aaa)
and Adobe Systems (rated Baa1).

The ratings are supported by Corel's improved prospective free
cash flow, low debt leverage (1.7x Total Debt-to-EBITDA, Moody's
adjusted) pro forma for the proposed transaction, the company's
diverse and well-known product portfolio of desktop applications
with a sizeable installed base of customers globally, and its
portfolio of patents.

Moody's has taken the following ratings actions:

Issuer: Corel Corp.

  On Review for Possible Upgrade:

     Corporate Family Rating -- Placed on Review for Possible
     Upgrade, currently Caa1

     Probability of Default Rating -- Placed on Review for
     Possible Upgrade, currently Caa1

     Unextended Senior Secured Bank Credit Facility due May 2012
     -- Placed on Review for Possible Upgrade, currently Caa1 LGD3
    (48%)

  Assignments:

     Extended Senior Secured Bank Credit Facility due May 2014 --
     Assigned Caa1, LGD3 47%; Placed Under Review for further
     Possible Upgrade

  Outlook Actions:

    Outlook, Changed To Rating Under Review From Negative

Corel Corporation is a packaged software vendor that develops and
markets consumer software for the office productivity, graphics
and digital media markets. The company's well-known brands include
Word Perfect, WinZip, CorelDRAW, Paint Shop Pro and WinDVD.

The principal methodology used in rating Corel Corp. 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.


CRET RESTORATION: Hearing on Case Dismissal Bid Set for April 9
---------------------------------------------------------------
The hearing on a motion to dismiss the bankruptcy case of CRET
Restoration, Inc. is scheduled for April 4, 2012, at 2:30 p.m. at
Courtroom 3-C, Greenbelt.

CRET Restoration Inc., based in Fort Washington, Maryland, was
placed in involuntary Chapter 11 bankruptcy (Bankr. D. Md. Case
No. 12-10648) by creditors M. Evelyn Jones, A Powell Management
LLC, CDM Associates Inc., and NKB Investment Group on Jan. 13,
2012.  Judge Wendelin I. Lipp presides over the case.


D.R. HORTON: S&P Keeps 'BB-' Corp Credit Rating; Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on D.R.
Horton Inc. to positive from stable. "At the same time, we
affirmed our ratings on the company, including the 'BB-' corporate
credit and issue-level ratings on the company's debt. Our recovery
rating on the company's unsecured senior notes is '3', indicating
a meaningful (50%-70%) recovery in the event of a payment
default," S&P said.

"The outlook revision reflects our expectation that moderate
revenue growth and improved profitability over the balance of 2012
could materially improve EBITDA-based credit metrics," said credit
analyst Susan Madison. "In our view, if D. R. Horton posts 10%
year-over-year growth in 2012 homebuilding revenue while modestly
expanding adjusted EBITDA margins to the mid 7% area, adjusted
debt-to-EBITDA should decline to the mid-5x area over the next six
to 12 months, down from 6.8x at Dec. 31, 2011."

Ms. Madison stated that the positive outlook revision also assumes
that D.R. Horton can fund investment in land and inventory
necessary to achieve 10% revenue growth while maintaining a cash
balance of more than $500 million.

"Our positive outlook acknowledges our expectation that credit
metrics will improve to the mid-5x area by year end 2012, with
further improvement expected in 2013. We could raise our corporate
credit rating to 'BB' if we think D.R. Horton is poised to achieve
low double-digit revenue growth in 2013 and adjusted EBITDA
margins in the mid-7% area. However, we could revise the outlook
back to stable if sales growth is more moderate than we currently
expect (i.e., it falls below 5%) and adjusted EBITDA margins
decline to the high 6% area," S&P said.


DELPHI AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Delphi Automotive PLC (the parent of Delphi Corp.), to
'BB+' from 'BB'. The rating outlook is stable.

"At the same time, we raised our ratings on the senior secured
debt of Delphi Corp., the borrower and operating company, to 'BBB'
from 'BBB-' and the senior unsecured debt of Delphi Corp. to 'BB+'
from 'BB'. The recovery ratings are unchanged. Delphi Corp. is
based in Troy, Mich., although the parent company is incorporated
in Jersey," S&P said.

"The upgrade on Delphi reflects our assessment of Delphi's
financial risk profile as 'intermediate' and the business risk
profile as 'fair,' according to our criteria definitions," said
Standard & Poor's credit analyst Nancy Messer. She added, "Our
financial risk assessment incorporates our assumption that current
leverage and free cash flow is sustainable."

"We currently expect that Delphi's lease-adjusted total debt to
EBITDA will remain at about 2x and that adjusted free operating
cash flow to total debt will remain more than 10% during a normal
downturn and at least 15% in stronger times (adjusted was 28% for
2011). Our assumptions for 2012 include a 1.6% revenue increase
and an EBITDA margin of 13.7%. Credit metrics resulting from these
assumptions include free operating cash flow (after capital
spending) to adjusted total debt of more than 50%. We estimate
that leverage for 2012 could decline to somewhat less than 1x.
Still, for the longer term, we believe Delphi will operate at
about 2x leverage, in order to optimize its capital structure,"
S&P said.

"Our stable rating outlook on Delphi reflects our view that the
company can maintain its competitive market position, sustain its
EBITDA margin at or near 13.7%, and successfully withstand the
weakness in Europe. In particular, we think the company has solid
market positions for powertrain, electrical, and electronic
architecture components. We assume the company will maintain
leverage at no more than 2x and free cash flow generation to
adjusted total debt of at least 10%, in a downturn. We assume
Delphi's cost base improvements are permanent and, therefore, that
the company can sustain adjusted margins of at least 13% in the
existing environment of rising auto production volumes," S&P said.

"Although we do not expect to do so in the next year, to raise the
corporate credit rating to investment-grade we would need to
believe that Delphi's business profile was 'satisfactory' under
our criteria. Given the cyclicality of the auto industry, combined
with consistent pricing pressures and exposure to volatile
commodity costs, few rated North American auto suppliers have a
'satisfactory' business risk profile in our assessment. For
example, we would need to believe that the company's business was
even more resilient than we currently assume--perhaps because of
greater customer diversity and products for which demand would
continue to increase more than the industry norm," S&P said.

"Also, we would likely need to observe that the shareholder base
was much broader, that former creditors had moved on, and that
financial policies would be consistent with a higher rating," S&P
said.

"Alternatively, we could lower the ratings if we believed auto
industry markets would not improve as we currently assume, which
could occur if the North American economic recovery falters or the
European downturn is more severe than we currently observe. This
would prevent the company from maintaining the financial measures
that we would expect for the rating in the near term. For example,
we could lower the ratings if we believed free operating cash flow
to adjusted total debt would be less than 10%, perhaps because of
flat revenues year-over-year in 2013 and a drop in gross margins
to 22%. We could also lower the rating if the company used cash in
any quarter for a reason we believed would be likely to persist.
The financing of a transforming acquisition, which we have not
incorporated into the rating, could also cause us to reassess our
Rating," S&P said.


DIPPIN' DOTS: Hearing on Further Access to Cash Tomorrow
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky has
continued until March 22, 2012, at 9:30 a.m., the hearing to
consider Dippin' Dots, Inc.'s motion to use cash collateral.

At a Feb. 23, 2012 hearing, Regions Bank and the Debtor agreed to
extend the existing cash collateral order until March 22, 2012.

As reported in the Troubled Company Reporter on Nov. 7, 2011, the
Company sought permission from the Bankruptcy Court to use some of
the cash collateral that secures the Regions Bank loan to enable
it to continue operations.  The company will use the cash to pay
suppliers.

According to the Company's proposed spending budget, it will need
at least $23,000 to pay for liquid nitrogen alone through the end
of the year.  The liquid nitrogen is used to keep the ice cream
dots below the necessary temperature of minus 40 degrees
Fahrenheit.

                        About Dippin' Dots

Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc.
manufactures quirky and colorful ice cream beads, which are flash
frozen using liquid nitrogen.  It owns a 120,000-square-foot plant
in Kentucky that can produce more than 25,000 gallons of frozen
dots a day.  It has about 140 Dippin' Dots retail locations, which
are mostly controlled by franchisees, and agreements with 9,952
small vendors who sell the ice cream at fairs, festivals and
sports games.  Dippin' Dots isn't sold in grocery stores because
of its extreme cooling requirements.

Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No.
11-51077) on Nov. 3, 2011 in Paducah, Kentucky.  Judge Thomas H.
Fulton presides over the case.  Farmer & Wright, PLLC, represents
the Debtor as Chapter 11 counsel.  The Debtor disclosed
$20,233,130 in assets and up to $20,233,130 in debts.  The
petition was signed by Curt Jones, president.

Regions Bank, the Debtor's secured lender, is represented by Brian
H. Meldrum, Esq., at Stites & Harbison PLLC.


DIPPIN' DOTS: Wants to Incur $2MM DIP Loan from Fischer Ventures
----------------------------------------------------------------
Dippin' Dots, Inc., asks the U.S. Bankruptcy Court for the Western
District of Kentucky for authority to obtain debtor-in-possession
financing; and grant related security interest and priority
claims.

The Debtor related that at a Feb. 23, 2012, hearing, Regions Bank
and the Debtor agreed to extend the existing cash collateral order
until March 22, 2012.

Through negotiations, Fischer Ventures, LLC, agreed to provide the
Debtor with financing pursuant to the certain postpetition credit
line.  The terms of the agreement include:

Borrower:                    Dippin Dots, Inc., revolving loan
                             commitment, $2,000,000 in the
                             aggregate.

Use of Proceeds:             The proceeds of these loans will be
                             used to finance ordinary working
                             capital expenses and ongoing
                             administrative expenses of the borrow
                             of the Chapter 11 case.

Interest:                    Prime plus 3% per annum.  Interest
                             will adjust on the loan on a monthly
                             basis and interest shall accrue and
                             be due and payable on a monthly
                             basis.

Maturity:                    The earlier of the acceleration of
                             the maturity upon the occurrence of
                             default or Oct. 1, 2012.

Liens and Priority Claims:   The DIP lender will receive a
                             priority lien on all outstanding
                             accounts receivable generated after
                             the date of approval of this action.

Regions Bank objected to the terms of the DIP loan noting that the
Debtor's motion contravenes both the letter and spirit of the
Court's cash collateral order.  It notes that the asset sale
commitment by the Debtor is the sine qua non of the cash
collateral order.  Regions would not have consented without it.
In addition, seeking to prime Regions with an additional loan is
itself an event of default, the bank claims.

                        About Dippin' Dots

Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc.
manufactures quirky and colorful ice cream beads, which are flash
frozen using liquid nitrogen.  It owns a 120,000-square-foot plant
in Kentucky that can produce more than 25,000 gallons of frozen
dots a day.  It has about 140 Dippin' Dots retail locations, which
are mostly controlled by franchisees, and agreements with 9,952
small vendors who sell the ice cream at fairs, festivals and
sports games.  Dippin' Dots isn't sold in grocery stores because
of its extreme cooling requirements.

Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No.
11-51077) on Nov. 3, 2011 in Paducah, Kentucky.  Judge Thomas H.
Fulton presides over the case.  Farmer & Wright, PLLC, represents
the Debtor as Chapter 11 counsel.  The Debtor disclosed
$20,233,130 in assets and up to $20,233,130 in debts.  The
petition was signed by Curt Jones, president.

Regions Bank, the Debtor's secured lender, is represented by Brian
H. Meldrum, Esq., at Stites & Harbison PLLC.


EASTERN LIVESTOCK: Ch. 11 Trustee Taps Kroger Gardis as Auctioneer
------------------------------------------------------------------
James A. Knauer, the Chapter 11 trustee in the cases of Eastern
Livestock Co., LLC, et al., asks the U.S. Bankruptcy Court for the
Southern District of Indiana for permission to employ Ken Byrd
Realty & Auction, Inc. as auctioneer.

Ken Byrd will be auctioning the Debtors' certain real estate
located in Harrison County, Indiana and commonly known as 8394
Tandy Road, Lanesville, Indiana.

The trustee believes that allowing the successful bidder at the
auction sale of the real estate to pay 10% of the winning bid at
the auction, with the remaining 90% to be paid within 30 days will
incentivize bidding and maximize the purchase price to be realized
from the sale of the real estate.

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

The trustee also request that that the order approving the
application waive the bond requirement contained in Rule-B-6005-1
because the trustee is unable to determine the gross proceeds
likely to be realized from the sale of the real estate.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.  The Court entered an Order for Relief on
Dec. 28, 2010.  Judge Basil H. Lorch III, at the behest of the
creditors, appointed a trustee to operate Eastern Livestock's
business.  The Chapter 11 trustee has tapped James M. Carr, Esq.,
at Baker & Daniels LLP, as counsel and Katz, Sapper & Miller, LLP,
as accountants.  BMC Group Inc. is the claims and notice agent.

The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010,
estimating assets and debts of $1 million to $10 million.  The
petition was signed by Thomas P. Gibson, as manager.  Michael J.
Walro, appointed as Chapter 7 Trustee for East-West Trucking, has
tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.

Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for the
Gibson's Chapter 7 case, tapped Dale & Eke, P.C., as counsel.

James A. Knauer was appointed as Chapter 11 trustee for the
Debtor's estate.  Faegre Baker Daniels, LLP represents the
trustee.


EASTERN LIVESTOCK: Kroger Gardis Tapped to Probe Unpaid Notes
-------------------------------------------------------------
James A. Knauer, the Chapter 11 trustee in the cases of Eastern
Livestock Co., LLC, et al., asks the U.S. Bankruptcy Court for the
Southern District of Indiana for permission to employ the firm of
Kroger, Gardis & Regas, LLP to serve as its special counsel.

KGR's primary role as special counsel to the trustee will be to
investigate and prosecute claims of the estate in the collection
of certain Promissory Notes payable to the Debtors which remain
unpaid, and the bringing of actions to avoid and subsequently
recover prepetition preferential transfers pursuant to Sections
547 an 550 of the Bankruptcy Code.

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

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.  The Court entered an Order for Relief on
Dec. 28, 2010.  Judge Basil H. Lorch III, at the behest of the
creditors, appointed a trustee to operate Eastern Livestock's
business.  The Chapter 11 trustee has tapped James M. Carr, Esq.,
at Baker & Daniels LLP, as counsel and Katz, Sapper & Miller, LLP,
as accountants.  BMC Group Inc. is the claims and notice agent.
The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010,
estimating assets and debts of $1 million to $10 million.  The
petition was signed by Thomas P. Gibson, as manager.  Michael J.
Walro, appointed as Chapter 7 Trustee for East-West Trucking, has
tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.

Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for the
Gibson's Chapter 7 case, tapped Dale & Eke, P.C., as counsel.

James A. Knauer was appointed as Chapter 11 trustee for the
Debtor's estate.

The trustee is represented by:

         James M. Carr, Esq.
         Kevin Toner, Esq.
         Terry E. Hall, Esq.
         Harmony Mappes, Esq.
         Dustin R. DeNeal, Esq.
         FAEGRE BAKER DANIELS, LLP
         300 N. Meridian Street, Suite 2700
         Indianapolis, IN 46204-1782
         Tel: (317) 237-0300
         Fax: (317) 237-1000
         E-mails: jim.carr@bakerd.com
                  kevin.toner@bakerd.com
                  terry.hall@bakerd.com
                  harmony.mappes@bakerd.com
                  dustin.deneal@bakerd.com

         Wendy W. Ponader, Esq.
         600 East 96th Street, Suite 600
         Indianapolis, IN 46240
         Tel: (317) 569-9600
         Fax: (317) 569-4800
         E-mail: wendy.ponader@bakerd.com


EASTMAN KODAK: Noteholders Balk at Photo Biz. Auction Rules
-----------------------------------------------------------
The committee representing Eastman Kodak Co.'s noteholders
questioned an aspect of the bid process, which it says could chill
the bidding on the company's KODAK Gallery online photo services
business.

As reported in the March 8, 2012 edition of the TCR, Eastman Kodak
and its debtor affiliates are asking Judge Allan L. Gropper of the
U.S. Bankruptcy Court for the Southern District of New York for
permission to hold bidding in connection with the sale of its
KODAK Gallery online photo services business.  The bid process
will allow potential buyers to match the $23.8 million offer from
Shutterfly Inc., an Internet-based social expression and personal
publishing service.  Eastman Kodak will hold an auction on April
26 if it receives an offer from other bidders.  A full-text copy
of the sale agreement is available without charge at:

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

The committee said Shutterfly should not be entitled to receive
proposals from rival bidders and certain documents prior to the
evaluation of those bids.

"This early look confers a substantial advantage upon the stalking
horse as it offers the stalking horse an exclusive window into any
potential infirmities or issues with the bids or the bidders'
inability or unwillingness to meet the bid
requirements," the committee said in court papers.

"The stalking horse's access to this information, which is not
publicly available may give the appearance of impropriety, thereby
potentially dissuading interested parties from proceeding to the
bid stage and depressing the value of the Gallery assets," the
committee said.

The objection drew support from an indenture trustee Wilmington
Trust N.A.

"This bidding term should be removed from the proposed bidding
procedures because it does not advance the bankruptcy estates'
interest in creating a fair and competitive bidding environment
that will maximize the value of the Gallery assets," the indenture
trustee said.

The Court was slated to consider the bid process at the March 20
hearing.  A court hearing will be convened on April 30 to consider
the sale of the online photo services business to the winning
bidder.

Separately, Eastman Kodak filed with the bankruptcy court a
document containing changes to the proposed bidding terms.  The
revised bidding terms provide that the Debtors will determine
whether a bidder who delivers a preliminary bid is a "Potential
Bidder" and a "Qualified Bid" after consultation with the Official
Committee of Unsecured Creditors, the Second Lien Noteholders
Committee and the DIP Agent.  A copy of the document is available
without charge at:

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

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


EASTMAN KODAK: Shareholders Want Own Committee
----------------------------------------------
Eastman Kodak Co.'s shareholders are seeking the appointment of a
committee of equity security holders to better protect their
interest in the company's bankruptcy.

The shareholders, who claimed no one is advocating their
interests, want their own committee where the cost of
professionals will be paid by Eastman Kodak.  The appointment of a
committee will allow the shareholders to participate actively in
the company's restructuring.

The group's lawyer, Robert Stark, Esq., at Brown Rudnick LLP, in
New York, said a shareholders committee should be appointed since
there is possibility that Eastman Kodak is not insolvent.

Mr. Stark said the value of the company's bankruptcy estate is not
yet certain but there is already evidence that "strongly suggests
equity value."

Based on the company's own estimates, its assets are worth between
$3.35 billion and $4.31 billion.  This does not yet include
Eastman Kodak's technology, which the group believes, could be
worth billions.

It is also unlikely that Eastman Kodak will have "any meaningful
UK pension exposure," according to the shareholders.  They are
confident the company can restructure without terminating its U.S.
pension plans and, therefore, avoid an underfunding liability.

The group also asked the bankruptcy court not to consider the
trading value of claims as an indication that Eastman Kodak is
insolvent.

Earlier, the company, along with the committees representing
unsecured creditors and noteholders, used such argument in
convincing the U.S. Trustee to deny the shareholders' bid to
appoint their own committee.  The U.S. Trustee's refusal prompted
the shareholders to bring the matter to the bankruptcy court as an
attempt to get the court to do what the U.S. Justice Department
agency would not.

Eastman Kodak also said on Tuesday that it is opposed to
appointment of a shareholders committee at least for now,
according to a Democrat and Chronicle article.

"Our position is, fundamentally, that it is too early in the
process to form an equity committee, particularly in view of the
additional costs such a committee would impose," the March 14
article quoted Christopher Veronda, the company's spokesman, as
saying.

"We are committed to building a company that is successful in the
marketplace -- an objective which precisely reflects our desire to
obtain the best possible outcome for all our stakeholders. That is
the best way to create value for all concerned,"
Mr. Veronda said.

The motion for a shareholders' committee is on the court's
calendar for April 18.

Mr. Stark may be reached at:

       Robert J. Stark, Esq.
       BROWN RUDNICK LLP
       Seven Times Square
       New York, NY 10036
       Tel: (212) 209-4800
       Fax: (212) 209-4801
       E-mail: rstark@brownrudnick.com

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


EASTMAN KODAK: Retiree Wants to Form Own Official Committee
-----------------------------------------------------------
A group of Eastman Kodak Co. retired workers filed a motion with
the U.S. Bankruptcy Court in Manhattan seeking appointment of a
committee "to protect the interests of those receiving retiree
benefits."

The move comes after Eastman Kodak sought court approval to end
payment of some retiree benefits as part of its cost-cutting
measures.

"Given the debtors' intention to terminate benefits and seek other
modifications of their legacy liabilities a retiree committee is
appropriate," said the retirees' lawyer, R. Scott Williams, Esq.,
at Haskell Slaughter Young & Rediker LLC, in Birmingham, Alabama.

The date for a hearing on the motion has not been set yet.

Mr. Williams may be reached at:

       R. Scott Williams, Esq.
       HASKELL SLAUGHTER YOUNG & REDIKER LLC
       2001 Park Place, Suite 1400
       Birmingham, AL 35203
       Tel: 205-251-1000
       Fax: 205-324-1133
       E-mail: rsw@hsy.com

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


EASTMAN KODAK: To Pay $3.2MM in Settlement With Flextronics
-----------------------------------------------------------
Eastman Kodak Co. asked the U.S. Bankruptcy Court for the Southern
District of New York to approve a settlement with a major
supplier, Flextronics Corp.

Flextronics supplies goods for Eastman Kodak's retail kiosk and
scanner business under a 2003 agreement.

Under the deal, Eastman Kodak will pay more than $3.2 million for
goods Flextronics supplied immediately before the company's
bankruptcy filing.

In exchange, Flextronics will give the company a $750,000
discount.  It also agreed to release its so-called "first priority
purchase-money security interest" in certain goods, according to
court papers.

The deal also extends the terms of the 2003 agreement until
June 13, 2013, and authorizes Eastman Kodak and Flextronics to
enter into another contract to replace the 2003 agreement.

"Entry into the settlement agreement will benefit the estates by
allowing the debtors to avoid the substantial cost of re-sourcing
the Flextronics manufactured goods," said Eastman Kodak's lawyer,
Andrew Dietderich, Esq., at Sullivan & Cromwell LLP, in New York.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, voluntarily filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-10202) in
Manhattan.  Subsidiaries outside of the U.S. are not included in
the filing and will continue to operate as usual.

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


EDWARD DEETS: Section 341(a) Meeting Reset for March 30
-------------------------------------------------------
The U.S. Trustee for Region 3 has rescheduled the meeting of
creditors in the Chapter 11 case of Edward Deets Holding Company,
Inc to March 30, 2012, at 12:00 p.m.  The hearing will be held at
Wm J. Nealon Fed Bldg., US Courthouse, Washington & Linden
Streets, Scranton, Pennsylvani.

The U.S. Trustee originally scheduled Feb. 24 meeting of
creditors.

Mountain Top, Pa.-based Edward Deets Holding Company, Inc., filed
for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case No. 11-06869) on
Oct. 6, 2011.  The Debtor disclosed $2,825,000 in assets and
$6,025,000 in liabilities as of the Chapter 11 filing.  The Hon.
Robert N. Opel, II, presides over the case.  The petition was
signed by Edward Deets, president.


ELPIDA MEMORY: Files Chapter 15 Petition in Delaware
----------------------------------------------------
Tokyo, Japan-based Elpida Memory Inc. is seeking the U.S.
bankruptcy court's recognition of its reorganization proceedings
currently pending in Tokyo District Court, Eight Civil Division.

Yuko Sakamoto, as foreign representative, filed a Chapter 15
petition (Bankr. D. Del. Case No. 12-10947) for Elpida on
March 19, 2012.

Mr. Sakamoto says that ongoing litigation in the U.S. will force
Elpida to incur substantial costs and divert significant monetary
and personnel resources from the Japan reorganization effort.
Elpida has been named as a defendant or counter-claim defendant in
a number of matters in which it is alleged that Elpida products
infringe certain patents.  The suits alleged that certain Elpida
DRAM products infringe on patents held by the complaining parties.
Elpida has also been paying the cost of defense for non-debtor
subsidiary Elpida USA and certain of its customers.

Elpida is a party to numerous contracts with U.S. counterparties
and/or non-U.S. counterparties, including license agreements,
sublicense agreements and other agreements involving U.S. patents,
patent applications or intellectual property, some of which
contain provisions granting the counterparty a right to terminate
for various reasons, including Elpida's filing bankruptcy,
becoming a debtor under the Bankruptcy Code or becoming insolvent.

To ensure that the reorganization in Japan continues in a smooth
and stable manner, Elpida seeks provisional relief on
an emergency basis, pursuant to Sections 105 and 1519, to, among
other things, stay litigation pending against (i) Elpida and (ii)
its non-debtor subsidiary, Elpida USA, as well the down-stream
customers, to whom Elpida owes indemnification obligations.

                       Tokyo Proceeding

Elpida Memory and its subsidiary, Akita Elpida Memory, Inc., filed
for corporate reorganization proceedings in Tokyo District Court
on Feb. 27, 2012.

The Tokyo District Court immediately rendered a temporary
restraining order to restrain creditors from demanding repayment
of debt or exercising their rights with respect to the company's
assets absent prior court order.

Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida said liabilities totaled JPY448.03 billion, or $5.52
billion, as of March 31, 2011.   Elpida's total outstanding
loans equal JPY102 billion and its total outstanding bonds equal
JPY138.3 billion.  Elpida's loan facilities include a (i) JPY66.6
billion secured syndicated loan facility due April 2, 2012; (ii)
JPY18.3 billion secured syndicated loan facility due March 31,
2012; (iii)  JPY6 billion secured loan from the Development Bank
of Japan, Inc. due March 31, 2013; (iv) JPY10 billion unsecured
loan from the DBJ due April 2, 2012; and (v) JPY1 billion
unsecured loan from ORIX Trust and Banking Corporation due Sept.
30, 2013.

Elpida explained that investments by DRAM vendors in production
capacity in recent years led to an oversupplied market and a sharp
decline in PC DRAM prices.  The DRAM industry also saw a
significant drop in demand as a result of a rapid downturn in
global economic conditions beginning in 2008.  In 2009, Elpida
submitted a business restructuring plan to the Ministry of
Economy, Trade and Industry in Japan and obtained a JPY$100
billion syndicated loan from banks.  However, the business
environment surrounding Elpida was still unfavorable, in 2010 due
to a historic appreciation of the yen against the dollar and a
steep fall in the price of DRAM products as a result of fierce
competition in the DRAM industry.

Elpida's failure to reach agreement with creditors on a
refinancing forced the company to file for bankruptcy.  Upcoming
scheduled debt payments included: (i) redemption of JPY15 billion
bonds due March 22, 2012; (ii) repayment of JPY18.3 billion of the
syndicated loan and JPY2 billion of the DBJ loan, due March 30,
2012; (iii) payment of a JPY31 billion put option of preferred
stock to DBJ, exercisable on or after April 1, 2012; and (iv)
repayment of JPY66.6 billion of the syndicated loan, JPY10 billion
of the DBJ loan, and JPY0.1 billion of the ORIX loan.

"In the future, pursuant to the Corporate Reorganization Act and
under the instruction and supervision of the Tokyo District Court
and Mr. Atsushi Toki, Attorney-at-Law and the Supervisor and
Examiner, we will work together so that we can secure as much
repayment funds as possible for the creditors," Elpida said.

Dow Jones Newswires says that Elpida's bankruptcy filing is the
largest corporate failure among Japan's manufacturers since the
end of World War II.

Elpida has posted a net loss for five consecutive quarters through
December.

                         About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.


ELPIDA MEMORY: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Petitioner: Yukio Sakamoto

Chapter 15 Debtor: Elpida Memory, Inc.
                   2-1, Yaesu 2-chome, Chuo-ku
                   Chuo-ku
                   Tokyo 104-0028
                   Japan

Chapter 15 Case No.: 12-10947

Type of Business: Elpida is a company based in Japan that
                  manufactures Dynamic Random Access Memory (DRAM)
                  integrated circuits.  It is seeking the U.S.
                  bankruptcy court's recognition of its
                  reorganization proceedings currently pending in
                  Tokyo District Court, Eight Civil Division.
                  Elpida's bankruptcy filing is the largest
                  corporate failure among Japan's manufacturers
                  since the end of World War II.

Chapter 15 Petition Date: March 19, 2012

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

Judge: Christopher S. Sontchi

Debtor's Counsel: Lee E. Kaufman, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  920 North King Street
                  One Rodney Square
                  Wilmington, DE 19801
                  Tel: (302) 651-7582
                  Fax: (302) 651-7701
                  E-mail: kaufman@rlf.com

                         - and ?

                  Mark D. Collins, Esq.
                  RICHARDS LAYTON & FINGER, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  E-mail: collins@RLF.com

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion

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


EVERGREEN SOLAR: Has Until June 12 to Propose Chapter 11 Plan
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended Evergreen Solar, Inc.'s exclusive
periods to file and solicit acceptances for the proposed Chapter
11 Plan until June 12, 2012, and Aug. 13, 2012, respectively.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
developed, manufactured and marketed String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.

Evergreen sold the assets piecemeal in three auctions.  Max Era
Properties Ltd. from Hong Kong paid $6 million cash and $3.2
million in stock of China Private Equity Investment Holdings
Ltd. for the company name, intellectual property, and wafermaking
assets.  Kimball Holdings LLC paid $3.8 million for solar panel
inventory while the secured lenders exchanged $21.5 million of
their $165 million claim for a $171 million claim against Lehman
Brothers Holdings Inc.  Max Era Properties Limited and Sovello AG
bought equipment and machinery located at the Debtor's Devens,
Massachusetts facility for $8.9 million.


EVERGREEN SOLAR: Court OKs Settlement With Noteholders
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation of settlement among Evergreen Solar, Inc., the
Official Committee of Unsecured Creditors, certain unaffiliated
holders of 13% Convertible Senior Secured Notes due 2015, and U.S.
Bank National Association, as indenture trustee and collateral
agent for the senior secured noted.

As reported in the Troubled Company Reporter on March 2, 2012,
the five main components of the stipulation are:

   i) resolution of outstanding litigation and contested matters,
      including that relating to the extent and validity of the
      secured indenture trustee's claims and liens;

  ii) provision of an additional carve out of the secured
      indenture trustee's collateral for the benefit of the
      Debtor's estate (including payment of administrative and
      priority claims);

iii) provision of an additional carve out of the secured
      indenture trustee's collateral for the benefit of, and
      distribution to, general unsecured creditors, including
      pursuant to the unsecured creditor vehicle;

  iv) transfer of collateral and proceeds thereof free of the
      Debtor liabilities to the secured indenture trustee less
      amounts otherwise agreed to be left for the benefit of the
      estate or the unsecured creditors; and

   v) agreement to support the pursuit of a Chapter 11 Plan to
      conclude the Chapter 11 case to the extent reasonably
      feasible.

Pursuant to the stipulation, the parties agreed that, among other
things:

   1) a) the secured indenture trustee holds valid, perfected,
      enforceable claims and liens on all of the assets of the
      Debtor;

      b) the secured indenture trustee's adequate protection
      claims and liens granted pursuant to the cash collateral
      order have a value in excess of the value of all of the
      Debtor's property as of Feb. 8, 2012, and therefore apply to
      all assets of the Debtor's bankruptcy estate; and

      c) the secured indenture trustee also holds a deficiency
      claim in the amount of $108,296,430 less future
      distributions to the secured indenture trustee or its
      designee, including (x) the initial secured assets, (y) the
      cash proceeds of the Devens Assets and the equipment located
      thereat, and (z) any other cash proceeds received by the
      secured indenture trustee or its designee;

   2) the Commercial Tort Claims will be deemed to have remained
      in the Debtor's estate;

   3) the Debtor will reserve $167,000 plus the amounts held in
      Euro-denominated account of the Debtor maintains with the
      Deutsche Bank AG;

   4) the 4,232,964 ordinary share of China Private Equity
      Investment Holdings Limited, which is an initial secured
      asset, will be valued at $913,437 solely for the purpose of
      calculation of the deficiency claim;

   5) on the settlement effective date, all claims under the
      Bankruptcy Code Section 547 for the avoidance or recovery of
      transfers in the amount of $59,999 or less will be released;
      and

   6) the Debtor's obligation to the secured indenture trustee
      under the stipulation do not depend in any way upon the
      Debtor's successful confirmation of any Chapter 11 Plan.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
developed, manufactured and marketed String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.

Evergreen sold the assets piecemeal in three auctions.  Max Era
Properties Ltd. from Hong Kong paid $6 million cash and $3.2
million in stock of China Private Equity Investment Holdings
Ltd. for the company name, intellectual property, and wafermaking
assets.  Kimball Holdings LLC paid $3.8 million for solar panel
inventory while the secured lenders exchanged $21.5 million of
their $165 million claim for a $171 million claim against Lehman
Brothers Holdings Inc.  Max Era and Sovello AG bought equipment
and machinery located at the Debtor's Devens, Massachusetts
facility for $8.9 million.


EXPRESS LLC: Moody's Raises CFR to 'Ba2'; Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded Express LLC's Corporate Family
Rating and Probability of Default Rating to Ba2 from B1 and its
$200 million senior unsecured note rating to Ba3 from B3. At the
same time, Moody's withdrew Express' $120 million term loan rating
due to its full repayment. The speculative grade liquidity rating
of SGL-1 was affirmed. The outlook was changed to stable from
positive.

"The upgrade to Ba2 was driven by Express' strong credit metrics
as a result of sales and earnings growth and the full repayment of
the term loan," stated Moody's analyst Mariko Semetko. The company
has been reporting solid same store sales growth and margin
improvements. Margin improvements were primarily driven by the
company's "go-to-market" strategy, which involves significant
product testing before making a material inventory commitment, a
strategy that helps drive higher full priced selling and reduced
markdowns. Furthermore, the company has been able to selectively
raise prices on key items with limited unit attrition. The
combination of earnings growth and the full repayment of the term
loan have resulted in a debt/EBITDA of about 3.1 times
(incorporating Moody's standard analytical adjustments) for the
fiscal year ended January 28, 2012. "With no outstanding balances
under the revolver, about $200 million of senior unsecured notes
are the company's only outstanding debt," added Mr. Semetko.

Ratings Upgraded:

- Corporate Family Rating to Ba2 from B1

- Probability of Default Rating to Ba2 from B1

- $200 million Senior Unsecured Notes due 2018 to Ba3 (LGD4, 65%)
   from B3 (LGD 5, 76%)

Ratings Affirmed:

- Speculative Grade Liquidity Rating of SGL-1

Ratings Withdrawn:

- $120 million senior secured term loan at Ba3 (LGD3, 36%)

Ratings Rationale

Express' Ba2 Corporate Family Rating reflects its solid credit
metrics, very good liquidity, and solid operating profitability.
The rating also incorporates the company's competitive position
and its well recognized brand name. Partly offsetting these are
the company's relatively modest scale and its aggressive
international expansion plans. The rating also incorporates the
company's meaningful business risk as a niche retailer operating
in the highly competitive specialty apparel market, its
susceptibility to trends in discretionary consumer spending, and
moderate seasonality of operations.

The stable outlook reflects Moody's view that Express will
continue to grow operating earnings through cost leveraging and
organic growth opportunities such as international expansion, e-
commerce, and new store development. The outlook incorporates
Moody's expectation for modest margin growth as higher commodity
costs normalize.

An upgrade in the near term is unlikely given the relatively
limited scale and the lack of track record of expanding overseas.
Over time, ratings could be upgraded should the company increase
its scale, demonstrate a consistent earnings track record, and
profitably expand internationally while maintaining credit metrics
at the current levels, good liquidity and conservative financial
policies.

Ratings could be downgraded if Express' financial policies become
more aggressive or if the international growth plans are not
successfully executed. Ratings could also be downgraded should
operating performance deteriorate such that operating margins
meaningfully erode, debt/EBITDA is sustained above 4.0 times or
EBITA/interest expense falls below 2.5 times.

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

Express LLC, headquartered Columbus, Ohio, is a specialty apparel
retailer targeting 20 to 30 year old men and women. The company
operates approximately 600 stores in the United States and six
stores in Canada. It also franchises stores in the Middle East.
Revenues for the fiscal year ended January 28, 2012 were about
$2.1 billion.


FENTON SUB: Wants Plan Solicitation Exclusivity Until May 21
------------------------------------------------------------
Fenton Sub Parcel D, LLC, asks the U.S. Bankruptcy Court for the
District of Minnesota to extend until May 21, 2012, its time to
solicit acceptances for the proposed Plan of Reorganization.

The Debtor states that it needs additional time to complete the
settlement with its major secured creditor.  In the event the
Court does not approve the settlement, or the settlement does not
close, the Debtors would move forward with their joint plan of
reorganization.

The settlement reached, as a result of the mediation, provides for
the Debtors to deed the Pool D Properties to the lender in full
satisfaction of the Debtor's obligations to the lender; and
Steven B. Hoyt and the related entities to make certain
concessions in exchange for the waiver of certain defaults.

                    Material Terms of the Plan

The Plan anticipates that the Debtors will continue to operate the
Pool D Properties, but would have the ability to sell the Pool D
Properties either individually or in one or more groups.  The
secured claim of the lender will be paid in full over time with
the income generated by the operation of the Pool D Properties, by
the proceeds of the sale(s) of one or more of the Pool D
Properties, with the proceeds of new financing, or with a
combination of these options.  The lender will retain its liens to
secure such payments.  Mr. Hoyt's lien in the properties will be
released.  Unsecured creditors will receive up to 100% of
their claims, without interest, from distributions from excess
cash generated by postpetition operations and from the sale(s) or
refinancing and operations after the lender is paid in full.  The
actual amount to be paid depends on the results of operations and
sales or refinancing.  The most likely range of recovery from
operations is estimated to be 0% to 21%; the ultimate sales prices
are unknown, but could result in full payment to unsecured
creditors.

The Debtor notes that the Court has continued until May 2, 2012,
at 9:00 a.m., the hearing to consider adequacy of the Disclosure
Statement.

        About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.  In 2007, StoneArch
acquired various LLCs, which in turn owned 27 industrial multi-
tenant properties located in the Twin Cities.  The properties were
divided into four separate pools: A, B, C, and D.  Fenton Sub
Parcel D and Bowles Sub Parcel D jointly own the properties in
pool D.  As tenants in common, Fenton Sub Parcel D has an
undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is also a debtor (Bankr. D. Minn. Case
No. 11-43816).  He is separately represented by Michael C. Meyer,
Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A.  The cases
were originally assigned to Judge Dennis D. O'Brien and reassigned
to Judge Robert J. Kressel as the cases are related to the Hoyt
case, which was filed earlier before Judge Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


FIBERTECH NETWORKS: S&P Keeps 'B' Rating on $260-Mil. Secured Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Fibertech
Networks LLC's secured debt remain unchanged following a
$30 million add-on to the facilities. The facilities consist of a
$260 million term loan, which was increased from the original $245
million, and a $52.5 million revolving credit facility, increased
from $37.5 million. "The issue-level ratings on these facilities
remain at 'B' (at the same level as the 'B' corporate credit
rating on the company) and the recovery rating remains at '3',
indicating our expectation of meaningful (50% to 70%) recovery for
lenders in the event of a payment default," S&P said.

"The corporate credit rating on Fibertech is 'B' and the rating
outlook is positive. The rating reflects what we consider an
'aggressive' financial risk profile, including our expectation for
high capital spending leading to flat or negative free operating
cash flow for all of 2012. The ratings also incorporate our
assumption that enterprise and other telecom carrier demand for
data-and-voice-transport services will support double-digit
revenue and EBITDA growth over the next few years," S&P said.

RATINGS LIST

Fibertech Networks LLC
Corporate Credit Rating      B/Positive/--
Senior Secured               B
   Recovery Rating            3


FLYING FORTRESS: Fitch Rates $900 Million Secured Loan at 'BB'
--------------------------------------------------------------

Fitch Ratings has assigned a 'BB' rating to the $900 million
secured term loan facility issued by Flying Fortress, Inc. on

Feb. 23, 2012. Flying Fortress is a wholly owned, indirect
subsidiary of International Lease Finance Corp. (ILFC).



The debt is secured via a pledge of stock of Flying Fortress and
related subsidiaries and is guaranteed by ILFC.  The rating on the
new facility is not notched above ILFC's Issuer Default Rating
(IDR) due to the lack of a perfected first priority claim on
aircraft provided to support repayment of the term loan.
Furthermore, there is a risk of substantive consolidation of
Flying Fortress and related subsidiaries in the event of an ILFC
bankruptcy.



The general structure and terms of the new term loan are similar
to the $550 million senior secured term loan issued by Delos
Aircraft, Inc. (another wholly owned subsidiary of ILFC), which
also carries a 'BB' rating.  In both of these facilities, the
lenders have a perfected first lien on subsidiary stock as opposed
to the aircraft owned by the subsidiaries. This type of structure
is attractive for ILFC as it benefits from greater operational
flexibility with respect to the encumbered aircraft.



Based on the estimated value of the aircraft, the loan-to-value
(LTV) for this transaction equaled approximately 54% at closing.
The borrower will be required to maintain a maximum 63% LTV on an
ongoing, quarterly basis or repay the loan or provide additional
aircraft to meet the test.  Structural protection also includes
aircraft and lessee concentration limits and appropriate
restrictions on the borrower and related subsidiaries to create
liens and to sell aircraft.



Approximately half of the proceeds from the new term loan were
used to repay the remaining $456.9 million outstanding under
ILFC's revolving facility that was scheduled to mature in October
2012.  The rest of the proceeds will be used for general corporate
purposes, including acquisition of new aircraft.  There is no
significant impact on ILFC's leverage as a result of this
transaction.



ILFC is a market leader in the leasing and remarketing of
commercial jet aircraft to airlines around the world.  As of

Dec. 31, 2011, ILFC owned an aircraft portfolio with a net book
value of approximately $36 billion, consisting of 930 jet
aircraft.



Fitch has assigned the following rating:



Flying Fortress, Inc.



  -- $750 million senior secured term loan 'BB'.



Fitch currently rates ILFC and its related subsidiaries as
follows:



International Lease Finance Corp.



  -- Long-term IDR 'BB'; Outlook Stable;

  -- $3.9 billion senior secured notes 'BBB-';

  -- Senior unsecured debt 'BB';

  -- Preferred stock 'B'.



Delos Aircraft Inc.



  -- $550 million senior secured term loan 'BB'.



ILFC E-Capital Trust I



  -- Preferred stock 'B'.



ILFC E-Capital Trust II



  -- Preferred stock 'B'.


GENERAL MARITIME: GCG OK'd as Committee's Communications Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of General Maritime Corporation, et al., to
retain GCG, Inc., as it communications agent.

As reported in the Troubled Company Reporter on March 6, 2012, the
hourly rates of GCG's personnel are:

   Administrative and Claims Control    $45 -  $55
   Project Administrator                $70 -  $85
   Quality Assurance Staff              $80 - $125
   Project Supervisor                   $95 - $110
   Systems, Graphic Support and
     Technology Staff                  $100 - $200
   Project Manager and Senior
     Project Manager                   $125 - $175
   Director and Assistant Vice
     President                         $200 - $295
   Vice President and above               $295

Angela Ferrante, GCG's assistant vice president, assures the Court
that GCG does not hold an interest adverse to the Debtors' estates
respecting the matters upon which GCG is to be engaged.

                       About General Maritime

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

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

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

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

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

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

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

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

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


GLOBAL AVIATION: Meeting of Creditors Rescheduled to March 29
-------------------------------------------------------------
The U.S. Trustee for Region 2 has rescheduled the meeting of
creditors in the Chapter 11 cases of Global Aviation Holdings
Inc., et al., March 29, 2012, at 1:00 p.m. (prevailing Eastern
Time).  The meeting will be held at the Office of the United
States Trustee, 271 Cadman Plaza, Room 4529, Brooklyn, New York.
The meeting was previously scheduled for March 15.

                  About Global Aviation Holdings

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

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

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

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

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

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


GLOBAL AVIATION: Kirkland & Ellis Approved as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Global Aviation Holdings
Inc., et al., to employ Kirkland & Ellis LLP as counsel.

As reported in the Troubled Company Reporter on March 2, 2012, K&E
began representing the Debtors in December of 2011 with respect to
a potential restructuring.

The hourly rates for K&E's personnel are:

         Partners                      $670 - $1,045
         Of Counsel                    $560 - $1,045
         Associates                    $370 -   $750
         Paraprofessionals             $145 -   $320

These professionals are expected to have primary responsibility
for providing services to the Debtors:

         Jonathan S. Henes, P.C.            $995
         Ryan B. Bennett                    $815
         Christopher T. Greco               $670

In addition, as necessary, other K&E professionals and
paraprofessionals will provide services to the Debtors.

On Dec. 20, 2011, the Debtors paid $400,000 to K&E as a classic
retainer.  On Feb. 4, 2012, the K&E invoiced the Debtors for
$157,858, leaving the retainer balance at $125,928.

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

                       About Global Aviation

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

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

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

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

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

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


GREDE HOLDINGS: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Southfield, Mich.-based casting
supplier Grede Holdings LLC. The outlook is stable.

"At the same time, we assigned a preliminary 'BB-' issue-level
rating and preliminary '2' recovery rating to Grede's proposed
$250 million five-year senior secured term loan. The '2' recovery
rating indicates our expectation that lenders would receive
substantial (70% to 90%) recovery in the event of a payment
default," S&P said.

"The final rating will depend on receipt and satisfactory review
of all final transaction documentation; accordingly, the
preliminary rating should not be construed as evidence of a final
rating," said Standard & Poor's credit analyst Nishit Madlani. "If
we do not receive final documentation within a reasonable time
frame, or if final documentation departs from materials reviewed,
we reserve the right to withdraw or revise our rating," S&P said.

"The ratings reflect what we consider to be Grede's 'weak'
business risk profile and 'aggressive' financial risk profile,
according to our criteria. Our business risk assessment
incorporates the multiple industry risks facing companies
supplying the light vehicle and commercial vehicle markets,
including volatile demand, high fixed costs, competition and
pricing pressures, and potential raw material recovery risk," S&P
said.


GRUBB & ELLIS: Wants to Increase BGC Partners Loan to $15.5MM
-------------------------------------------------------------
Grubb & Ellis Company, et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to:

   -- approve (A) an amendment to the interim order, dated
      Feb. 22, 2012, authorizing the Debtors to incur postpetition
      senior secured priming indebtedness with administrative
      superpriority, and use of cash collateral; and

   -- authorize an amendment to the DIP Facility.

The Debtors seek to increase the borrowing limits under their DIP
Facility by an additional $10 million -- from $5.5 Million to
$15.5 Million -- so as to implement the Debtors' proposed broker
loan program entered into with the Debtors' non-insider brokerage
sales professionals, whether employed by the Debtors or as
independent contractors, and to allow for certain payments of
commissions to brokers in the ordinary course.

The material provisions of the First Amendment to the DIP Credit
Agreement are:

      1. Increased Borrowing Limits: An additional $10 million,
for an aggregate of $15.5 million, in secured term loans to be
made available for the Loan Program.

      2. Retention Loans: Subject to Court approval and
documentation by the parties, the Debtors can make (a) loans and
advances to employees in the ordinary course of the business,
consistent with the Budget, in an amount not to exceed $25,000,
and (b) Approved Retention Loans, consistent with the Budget, in
an aggregate principal amount not to exceed $10,000,000.

      3. Commitment Fee: the Debtor agree to pay to the DIP
Lender, on the Closing Date a commitment fee in the amount of
1.50% of the Commitment in effect as of the Closing Date.

      4. Revised Event of Default: An Event of Default will
include (1) the payment of any brokerage commission or any
retention payment without the DIP Lender's prior written consent,
(2) the making of any Retention Loans other than Approved
Retention Loans, and (3) the remittance of any Retention Loan
remittance amounts to any applicable governmental authority
without the prior written consent of DIP Lender.

      5. Revised Carve Out: The Carve-Out means sums having
priority ahead of the super priority claims and liens securing the
DIP Financing for (a) statutory fees payable to the United States
Trustee pursuant to 28 U.S.C. Section 1930(a)(6); and (b) subject
to the terms and conditions of the Interim Order and Final Orders,
all fees and disbursements incurred by the Debtors and any
official committee of unsecured creditors appointed in the
Debtors' Chapter 11 Cases for any attorneys and a single financial
advisor for the Borrowers and the Committee to the extent allowed
by order of the Bankruptcy Court, but solely to the extent such
fees and disbursements are within the corresponding amounts set
forth in the Budget; provided, that following a notice to the
Borrowers from the DIP Lender of the occurrence of an Event of
Default, in no event will the amount of the Carve-Out exceed the
greater of (a) $200,000 and (b) the amount of the $5,500,000 under
the DIP Facility less Advances made as of the Termination Date.

As reported in the Troubled Company Reporter on March 15, 2012,
unsecured creditors objected to the terms of the Company's planned
debtor-in-possession financing agreement with BGC Partners Inc.,
saying the deal favors BGC over any other potential bidders in the
proposed Grubb & Ellis sale.  The unsecured creditors committee
called certain provisions in the interim DIP order "unacceptable"
and recommended modifications to terms that the creditors say
unfairly favor stalking-horse bidder BGC.

                        About Grubb & Ellis

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

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

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

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

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

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

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

On Feb. 24, 2012, the U.S. Trustee for the Southern District of
New York appointed an official committee of unsecured creditors.


GRUBB & ELLIS: Taps Kurtzman Carson Consultants as Admin. Agent
---------------------------------------------------------------
Grubb & Ellis Company asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Kurtzman
Carson Consultants LLC as administrative agent.

The Debtors anticipate that there will be in excess of 5,000
creditors and other parties in interest to be noticed.  In view of
the number of anticipated creditors and parties in interest and
the complexity of the Debtors' business, the Debtors submit that
the appointment of KCC as the administrative agent is both
necessary and in the best interests of the Debtors, their estates
and other parties in interest.

As part of the overall compensation payable to KCC under the terms
of the KCC Agreement, the Debtors have agreed to certain
indemnification and contribution obligations.  The KCC Agreement
provides that the Debtors will indemnify and hold harmless KCC,
its officers, employees and agents under certain circumstances
specified in the KCC Agreement, except in circumstances of gross
negligence or willful misconduct.

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

The Debtor set a hearing on March 20, 2012, at 12:00 noon, on the
application.

                        About Grubb & Ellis

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

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

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

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

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

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

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


HHI HOLDINGS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
On March 16, 2012, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on HHI Holdings LLC its 'B+' issue-
level rating and '4' recovery rating on the company's $355 million
term loan B, including the proposed $30 million add-on. The rating
outlook is stable.

"The ratings on Royal Oak, Mich.-based auto supplier HHI Holdings
LLC reflect what Standard & Poor's Ratings Services considers a
'weak' business risk profile and 'aggressive' financial risk
profile, according to our criteria. Our business risk assessment
incorporates the multiple industry risks facing automotive
suppliers, including volatile demand, high fixed costs, intense
competition, and severe pricing pressures," S&P said.

"We consider HHI's concentrated customer base to be another key
risk factor; significant concentration with the Detroit-based
automakers; almost half of its backlog of future revenues is tied
directly or indirectly to General Motors Co. (GM; BB+/Stable/--),
its largest customer. Geographic diversity is also limited, as
virtually all sales are in North America. We believe GM's return
to profitability in its North American operations is sustainable
and its automotive operations in North America will remain
profitable, even if the key U.S. auto market does not recover
significantly. In our base case, HHI should benefit from GM's
ongoing improvement in its competitive position, but the lack of
customer diversity could lead to more volatility in sales and
could limit potentially higher growth through a more balanced
customer base," S&P said.

"In the U.S. light-vehicle market, we expect 2012 and 2013 sales
to increase 11% and 5% to 14.1 million and 14.8 million units. We
assume HHI's revenue growth in 2012 and 2013 will be determined by
the pace of stabilizing auto production in North America. Although
production improved over 21% during January 2012 (mostly on
Japanese restocking), we believe the production growth rate could
decelerate in 2012 and 2013, but remain in the mid-high-single-
digit area. We also believe that production could return to
more historical levels of volatility, now that inventories are
fully restocked and prospects for higher gas prices begin to more
strongly influence consumer vehicle mix preferences and
potentially volumes," S&P said.


HOMBURG INVEST: Obtains May 31 CCAA Stay Extension
--------------------------------------------------
Homburg Invest Inc. obtained an order from the Superior Court
under the Canadian Companies' Creditors Arrangement Act further
extending the CCAA protection granted to Homburg Invest and
certain of its affiliates on September 9, 2011 and as extended on
Oct. 7, 2011 and Dec. 8, 2011. The extension will be in effect
until May 31, 2012, at which time the matter will be reviewed by
the Court.

The order received will give Homburg Invest additional time to
further develop a restructuring plan for the benefit of all
stakeholders, including its creditors and bondholders.  The CCAA
process is carried out under the supervision of the Superior
Court, which appointed SamsonBelair/Deloitte & Touche Inc. as
independent monitor to oversee proceedings.  The Monitor provides
oversight of Homburg Invest's business and assists the Company in
preparing its restructuring plan.

All Courts applications and orders as well as a copy of the
Monitor's reports are posted by the Monitor on its website at the
following address: http://www.deloitte.com/ca/homburg-invest. The
Monitor's contact information is also available on its website.

Homburg Invest Inc. owns and develops a diversified portfolio of
quality commercial real estate including office, retail,
industrial and development properties throughout Canada, Europe
and the United States.


HOSTESS BRANDS: April 24 Fixed as General Claims Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has established 5:00 p.m. Eastern Time on April 24, 2012, as the
deadline for any individual or entity to file proofs of claim
against Hostess Brands Inc., et al.

Proofs of claim must be filed by mailing the original proof of
claim or delivering the original proof of claim by hand or
overnight courier to:

         Hostess Brands Claims Processing Center
         c/o Kurtzman Carson Consultants LLC
         2335 Alaska Avenue
         El Segundo, CA 90245

Proofs of claim submitted by facsimile or electronic mail will not
be accepted and shall not be deemed properly filed.

The Court also set July 9, at 5:00 p.m. as the Governmental Bar
Date.

                      About Hostess Brands

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

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

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

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

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

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

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

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


HOSTESS BRANDS: To Pay $75,000 Per Month for IBT Legal Fees
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Hostess Brands, Inc., et al., to:

   -- assume certain retention agreements with financial advisors
      to the International Brotherhood of Teamsters and the
      Bakery, Confectionary, Tobacco and Grain Workers
      International Union;

   -- pay, on an interim basis, certain fees and expenses of non-
      litigation legal advisors to the IBT and the BCT, nunc pro
      tunc to the Petition Date;

   -- assume the MAEVA Agreement, pursuant to Section 365 of the
      Bankruptcy Code, effective as of March 13, 2012;

   -- pay to MAEVA the monthly fees for work on behalf of the IBT,
      nunc pro tunc to the Petition Date; and

   -- assume the Glanzer Agreement (as amended), pursuant to
      Section 365 of the Bankruptcy Code, effective as of March
      13, and pay to Glanzer the monthly fees for work on behalf
      of the BCT, nunc pro tunc to the Petition Date, subject to
      certain modifications.

Pursuant to Sections 105(a) and 363 of the Bankruptcy Code and on
the terms set forth herein, the Debtors are authorized to pay on
an interim basis, nunc pro tunc to the Petition Date, (i) up to
$75,000 per month for the IBT Legal Fees in connection with the
Section 1113/1114 Process, subject to the terms and conditions
contained in the Willkie Farr Agreement for Willkie Farr fees, and
(ii) up to $75,000 per month for the BCT Legal Fees in connection
with the Section 1113/1114 Process; provided, however, that the
Debtors shall maintain the unilateral right to terminate the
commitment to pay the Legal Advisor Fees at any time upon written
notice.

                      About Hostess Brands

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

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

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

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

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

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

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

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


HOUGHTON MIFFLIN: Said to Have Hired Restructuring Advisors
-----------------------------------------------------------
The Wall Street Journal's Mike Spector and Jeffrey A. Trachtenberg
report that people familiar with the matter said textbook
publisher Houghton Mifflin Harcourt Publishers Inc. has once again
hired restructuring advisers as it tries to tackle a heavy debt
load while important customers pull back.

Sources told the Journal the Company has retained law firm Paul,
Weiss, Rifkand, Wharton & Garrison and Blackstone Group.  WSJ says
the hirings mark the second time in two years Houghton has had to
consider a debt restructuring.

WSJ notes Houghton carries more than $3 billion in debt from a
leveraged buyout.

The Journal recounts Houghton's debt problems trace back to 2006,
when Dublin-based Education Media & Publishing Group Ltd. bought
Houghton Mifflin for $1.75 billion and soon after purchased
Harcourt from Reed Elsevier for about $4 billion.  The
transactions loaded the current Houghton with debt and prompted
the company's first big restructuring in 2010.

According to the report, creditors owed $4 billion forgave that
debt for ownership stakes in Houghton, eliminating a large chunk
of roughly $7 billion in obligations.  Now a group of 10 investors
owns more than 75% of the company's equity and debt.  Those
investors include Paulson & Co. and Avenue Capital Group, among
others, people familiar with the matter told the Journal.

Paul, Weiss advised Houghton on the 2010 restructuring.

The sources told the Journal that Houghton doesn't have debt
coming due until 2013 and no restructuring is imminent.

The Journal says a Houghton spokesman said Tuesday that "we're
very optimistic about our position in the market and the future,
but like other companies with challenging balance sheets, we are
looking at our options to make sure we position the company for
long term growth.  We have no liquidity issues and no covenant
issues."

                           Unsustainable

As reported by the Troubled Company Reporter on March 15, 2012,
Moody's Investors Service downgraded Houghton's Corporate Family
Rating, Probability of Default Rating, and debt instrument ratings
to Caa3 from Caa2.  The downgrade reflects Moody's view that a
debt restructuring in the near term is increasingly likely.  The
rating outlook is negative.

Moody's considers Houghton's capital structure to be unsustainable
without a significant rebound in earnings.  There is limited time
to accomplish this with the looming maturities of the revolver and
term loan in December 2013 and June 2014, respectively, and
ongoing educational funding pressures at state and local
governments.

Management indicated in Houghton's fourth quarter earnings call
that the company is actively looking at ways to strengthen the
balance sheet and that the company does not have funding for all
of the investments it wants to makes.  Moody's believes Houghton's
ability to maintain share relative to its two primary competitors
-- both of which are much more conservatively capitalized and
diversified -- would become increasingly challenging without
additional financial flexibility to invest.

Houghton is expected to burn more than $100 million in cash this
year, making it difficult to keep up with interest payments on
debt and make needed investments, said John Puchalla, a vice
president and senior credit officer at Moody's, according to the
Journal.  Mr. Puchalla said Houghton had roughly $440 million in
cash at the end of 2011 and also has a $250 million receivables
facility from which it can borrow subject to certain limits.

Rivals include Pearson PLC's Pearson Education and McGraw-Hill
Education, a unit of McGraw-Hill Cos.

Houghton Mifflin Harcourt Publishers Inc., headquartered in
Boston, Massachusetts, is one of the three largest U.S. education
publishers focusing on the K-12 market with roughly $1.3 billion
of revenue for fiscal year ended December 2011.


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

Moody's current ratings on Humana Inc. are:

Senior Unsecured (domestic currency) ratings of Baa3

Senior Unsecured Shelf (domestic currency) ratings of (P)Baa3

Subordinate Shelf (domestic currency) ratings of (P)Ba1

Preferred Shelf (domestic currency) ratings of (P)Ba2

Ratings Rationale

Moody's A3 insurance financial strength ratings for Humana
Insurance Company (HIC) and Humana Medical Plan, Inc. (HMP) and
the Baa3 senior unsecured debt rating for Humana Inc. (Humana),
are based on the combination of a historically consistent
financial profile, highlighted by solid capital adequacy, stable
earnings margins, and a moderate financial leverage ratio,
together with a significant market position as a result of over
8.5 million medical members in 23 states and Puerto Rico. However,
the company's risk profile is increased as a result of having a
significant portion of its earnings and revenue dependent on its
Medicare Advantage (MA) business.

Humana offers a wide array of health, pharmacy and supplemental
benefit products for employer groups, government benefit programs,
and individuals. Over the last three years, Humana's government
sponsored products (Medicare, Medicaid, and TRICARE) have
accounted for approximately 77% of total premiums and fees. Of
these, Medicare (MA and Part D) is the largest, currently
contributing approximately 65% of the Humana's premiums and fees.
The major concern with MA business is the change in government
reimbursement levels under the healthcare reform law. It is not
clear how current MA members will respond to the resulting benefit
and premium changes that will likely result from the reduced
reimbursement levels over the next several years. However, it
should be noted that despite significant reimbursement reductions
in 2010 and 2011, Humana and other Medicare Advantage carriers
continued to show increased membership.

At December 31, 2011, Humana's military services business, which
accounted for approximately 10% of total premiums and services
revenue for the year ended December 31, 2011, primarily consisted
of the TRICARE South Region contract. The original 5-year South
Region contract expired on March 31, 2009 and was extended through
March 31, 2012. On February 25, 2011, the Department of Defense
TRICARE Management Activity awarded the new TRICARE South Region
contract to Humana, which is expected to take effect on April 1,
2012. The new 5-year South Region contract, which expires March
31, 2017, is subject to annual renewals on April 1 of each year
during its term at the government's option.

Since the end of 2008, Humana's commercial membership has declined
by 18.6% (approximately 670,000 members). While a large portion of
this membership loss is attributable to the economic downturn,
which impacted the entire sector, some of the larger insurers have
begun to see commercial membership stabilize in 2011. However,
Humana's commercial membership, especially in its Employer Group
segment, continues to decline. Despite the decline in commercial
membership, as a result of continued lower medical utilization
patterns experienced in 2010 and continuing into 2011, Humana's
operating income in this business has improved. For the newly
defined Employer Group segment (which does include a portion of
Humana's Medicare business) the pre-tax margin was 4.2% for the
first nine months of 2011 compared to 3.6% for the same period in
2010.

Humana (NYSE: HUM), headquartered in Louisville, Kentucky is one
of the nation's largest publicly-traded health benefits companies.
The company provides benefits and services to members in Medicare,
TRICARE, and Medicaid government-sponsored programs as well as
medical (HMO and PPO) and specialty (dental, life and disability)
products to employer groups and individuals.

Rating Outlook

The outlook on the A3 insurance financial strength rating for HIC
and HMP and the Baa3 senior debt rating for Humana is stable.

What to Watch For:

- Ability to price appropriately given changes in medical
  utilization

- Impact on membership from lower reimbursement levels for
  Medicare Advantage products

- Additional Healthcare Reform regulations impacting Medicare
  Advantage

What Could Change the Rating - Up

The following could result in an upgrade:

- EBITDA margins sustained above 6%

- Annual organic membership growth rate of at least 3% balanced
  between commercial and Medicare Advantage products

- A more balanced distribution between Medicare and Commercial
  premiums

- RBC ratio is maintained at or above 200%

What Could Change the Rating - Down

The following could result in downgrade:

- An annual membership decline of 25% or more

- Medicare premiums accounting for over 70% of total premiums and
  fees

- RBC ratio decreasing to below 150% based on CAL

- Adjusted financial leverage above 40%

- Loss or impairment of a major Medicare contract.

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


HUMPUSS SEA TRANSPORT: Files for Chapter 15 in Manhattan
--------------------------------------------------------
The joint liquidators of Singapore-based Humpuss Sea Transport PTE
LTD filed documents seeking the U.S. Bankruptcy Court's
recognition of the winding up proceeding initiated in the High
Court of the Republic of Singapore.

The joint liquidators want the Manhattan court to recognize the
Singapore Proceeding as "foreign Main proceeding" pursuant to
11 U.S.C. Sec. 1515 and 1517.

Cosimo Borrelli and Jason ALeksander Kardachi, of the
restructuring and forensic accounting firm Borrelli Wash, are the
joint liquidators.

HST is a Singapore-based shipping company that operated a fleet of
vessels.  It ceased shipping at the end of 2009.  In 2009, HST's
books and records listed it's assets at roughly US$182 million.

HST is a wholly-owned subsidiary of PT Humpuss Intermoda
Transportasi, which is registered and based in Indonesia and
publicly listed on the Busra Efek Jakarta (the Jakarta Stock
Exchange).

Following the global financial crisis in 2008, shipping rates
sharply decreased.  HST became unable to satisfy all of its
obligations under its fixed and long-term charter agreements.
Many of the counterparties to the charter agreements initiated
arbitration proceedings and obtained judgments and worldwide
freezing orders exceeding US$100 million in the aggregate,
including a US$75 million judgment obtained by the Empire Group
and $30 million judgment obtained by Parbulk II, AS.  Certain
creditors also attempted to enforce judgments in the United
States.

According to Mr. Kardachi, the Chapter 15 Case, after recognition
of the Singapore Proceeding, will allow for a stay of proceedings
while the Liquidators get up to speed on HST's proceedings and, if
necessary, potentially provide the Liquidators with the powers of
discovery with respect to assets located in the United States.


HUMPUSS SEA TRANSPORT: Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Petitioners: Jason Aleksander Kardachi
                        Cosimo Borrell
                        BORRELLI WASH
                        as joint liquidators

Chapter 15 Debtor: Humpuss Sea Transport PTE LTD
                   #07-16 Park Mall
                   9 Penang Road
                   Singapore 238459

Chapter 15 Case No.: 12-11086

Type of Business: The Debtor is a company based in Singapore that
                  operated a fleet of oil tanker ships and
                  provides charter services in the shipping
                  industry.  It stopped shipping at the end of
                  2009.  The joint liquidators are seeking U.S.
                  court recognition of the winding up proceeding
                  initiated in the High Court of the Republic of
                  Singapore.

Chapter 15 Petition Date: March 19, 2012

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

Judge: Shelley C. Chapman

Petitioners'
Counsel:          Curtis C. Mechling, Esq.
                  STROOCK & STROOCK & LAVAN, LLP
                  180 Maiden Lane
                  New York, NY 10038
                  Tel: (212) 806-5609
                  Fax: 212-806-6006
                  E-mail: cmechling@stroock.com

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

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


IDQ HOLDINGS: Moody's Assigns 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has assigned a B3 Corporate Family
Rating (CFR) to IDQ Holdings Inc. Concurrently, Moody's assigned a
B3 rating to the company's proposed $210 million senior secured
notes. Proceeds from the notes are expected to be use to repay
existing indebtedness and fund a $54 million dividend. The rating
outlook is stable.

The following ratings have been assigned subject to the review of
final documentation:

B3 CFR;

B3 Probability of Default Rating; and

B3 (LGD4, 57%) to the proposed $210 million senior secured notes
due 2017.

Ratings Rationale

The B3 CFR reflects IDQ's small scale, exclusive focus on the
niche, automotive air-conditioning maintenance and repair market,
significant seasonal working capital needs, and a high customer
concentration. Moody's views proforma leverage as relatively high
at 4.7x debt-to-EBITDA (including Moody's adjustments and seasonal
borrowings) following the dividend payment to its sponsor, Castle
Harlan, Inc., given IDQ's narrow product focus in the automotive
aftermarket. The rating benefits from the company's high market
share within its key end market, the stable demand for its need-
based products, strong margins and demonstrated ability to pass
through commodity cost increases.

Moody's expects IDQ's liquidity to be adequate in the next twelve
to eighteen months. In Moody's view, the company's high seasonal
working capital requirements will require meaningful reliance on
the company's $35 million revolver due 2017 (unrated) and
receivables factoring arrangements. While Moody's anticipates
these arrangements to be adequate, the potential for additional
working capital requirements in the case of higher than expected
revenue growth or increased commodity input costs could result in
minimal operating flexibility during seasonal peaks. Moody's
anticipates that IDQ will generate modest positive cash flows over
the next twelve months and will maintain minimal cash balances.

The B3 rating on the proposed $210 million senior secured notes
reflects its first priority lien on all assets subject to a first
priority lien securing IDQ's $35 million revolver (unrated), and
the upstream guarantees by IDQ's operating subsidiary and any
future domestic restricted subsidiaries.

The stable outlook reflects Moody's expectation of moderate
earnings growth, minimal deleveraging and stable fiscal policies,
despite the company's recent history of equity friendly
transactions. Further, the outlook incorporates Moody's
expectation for no near-term US regulatory developments that would
be adverse to the use of refrigerant gas R-134a or other
components of IDQ's products, following the California Air
Resources Board automotive refrigerant regulation in 2009.

The ratings could be downgraded if leverage increases above 5.0x
or liquidity deteriorates. Further, adverse regulatory
developments, while not expected, would create negative ratings
pressure.

Ratings could be upgraded if IDQ increases its scale and
diversification and strengthens its liquidity profile to better
accommodate future growth and seasonal working capital needs,
while maintaining leverage levels around 4.0x Debt-to-EBITDA
(including Moody's adjustments and seasonal borrowings).

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

IDQ, headquartered in Garland, Tx, is a leading provider of
packaged refrigerant products including cans, all in one kits,
chemicals, lubricants, leak sealants, tools, and accessories for
the servicing of automotive air conditioning systems primarily for
the Do-It-Yourself (DIY) automotive aftermarket in North America.
IDQ was acquired by Castle Harlan, Inc. in 2010. Revenues for the
year ended December 31, 2011 were approximately $177 million.


IDQ HOLDINGS: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned a preliminary 'B'
corporate credit rating to Garland, Texas-based IDQ Holdings Inc.
The outlook is stable.

"At the same time, we assigned a preliminary 'B' issue rating to
the company's proposed $210 million senior secured notes due 2017.
The preliminary recovery rating on the senior secured credit
facility is '4', indicating our expectation for average (30%-50%)
recovery in the event of payment default. The notes are to be
issued under the SEC's Rule 144a without registration rights,
guaranteed by each of the company's existing and future domestic
subsidiaries, and subject to incurrence-based covenants. The
company will use net proceeds of the notes to refinance existing
indebtedness (a term loan and mezzanine debt) of approximately
$150 million and to pay a $54 million dividend to its financial
sponsor, Castle Harlan. The ratings are based on preliminary terms
and are subject to change upon review of the final loan
documents," S&P said.

"The ratings on automotive aftercare market player IDQ Holdings
Inc. reflect what we consider to be a 'highly leveraged' financial
profile and a 'vulnerable' business profile, as our criteria
define the terms," S&P said.

"We expect credit measures will improve modestly over the next 12
months, but remain weak," said Standard & Poor's credit analyst
Mark Salierno.

"Our business risk assessment incorporates our view that the
company's business focus is very narrow, in a small, niche
industry space: air conditioning (A/C) repair in the automotive
aftercare market, which the company estimates to have a market
size of about $1.5 billion. IDQ is concentrated in this niche
category, with approximately two-thirds of revenues generated by
'value-added' A/C recharge kits and refrigerant blends that
service the do-it-yourself (DIY) automobile caretaker. The
company's product diversity is limited, in our opinion. Geographic
diversity, in our view, is also limited as the vast majority of
sales are generated in the U.S. and as we believe that
international expansion will be limited by environmental
protection regulations," S&P said.

"The outlook is stable. We expect IDQ's operating performance to
be steady and credit protection measures to remain in line with
the criteria and indicative ratios for a highly leveraged
financial profile over the next 12 months," S&P said.

"We could consider a downgrade if any threat to the company's
business were to materialize and weaken operating performance, or
if the company were to engage in more aggressive financial policy,
such as large shareholder dividends," S&P said.

"While unlikely over the next 12 months, we could consider an
upgrade if the company were to strengthen its business profile,
potentially through diversification, while sustaining solid
operating performance; and if it were to achieve an adjusted
leverage ratio in the 3x area or below, possibly as a result of a
30% EBITDA improvement," S&P said.


INFOR ENTERPRISE: S&P Gives B Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Infor Enterprise Applications Ltd.
following the merger of GGC Software Holdings LLC (a/k/a Lawson
Software Inc.) and Infor Global Holdings Solutions Ltd. The rating
outlook is stable.

"We are also assigning our preliminary 'B+' issue-level rating and
preliminary '2' recovery rating to Lawson's (a subsidiary of Infor
Enterprise Applications) $3.5 billion senior secured term loans,
consisting of a $3.1 billion six-year term loan and a $400 million
four-and-a-half-year term loan," S&P said.

"In addition, we assigned our preliminary 'B-' rating and
preliminary '5' recovery rating to Lawson's $1.15 billion seven-
year senior unsecured notes. Lawson's existing $560 million senior
unsecured notes (currently rated 'B-' with a '5' recovery rating)
will remain outstanding," S&P said.

"The new entity intends to use the newly issued debt, along with
approximately $550 million of new sponsor equity, $213 million
cash on hand, $375 million of amended & extended Infor HoldCo
payment-in-kind (PIK) notes, and rolled equity from Infor and
Lawson shareholders to merge the two companies and to refinance
existing debt," S&P said.

"At the close of the transaction, we will withdraw our 'B'
corporate credit rating on GGC Software Holdings LLC, our issue
ratings on Lawson's existing $1.04 billion senior secured notes,
and our 'B-' rating on Infor Global Holdings Solutions Ltd., as
well as all its issue-level debt ratings," S&P said.

"Standard & Poor's preliminary corporate credit rating on Infor
reflects the company's highly leveraged capital structure, with
pro forma debt to EBITDA in the high-6x area," said Standard &
Poor's credit analyst Philip Schrank.

"We view the combination of enterprise software and services
providers Infor and Lawson as possessing a 'fair' business risk
profile characterized by a significant recurring revenue base,
stable margins, and recognized product strength, but also a
second-tier position in the overall enterprise resource planning
(ERP) market," S&P said.

"The outlook is stable. The stable outlook reflects the company's
recurring revenue base and expectation of modest revenue growth
with stable margins. Given Infor's highly leveraged financial
profile and our expectations for modest de-leveraging over the
next 12 months, we are unlikely to raise the rating over this
timeframe," S&P said.

"If EBITDA margins compress due to competitive pressures or if
operational integration missteps cause its financial covenant
cushion to drop below the 15% area, we could lower the rating,"
S&P said.


INTERNATIONAL MEDIA: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
International Media Group Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $206,825,047
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $77,351,817
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $155,866,256
                                 -----------      -----------
        TOTAL                   $206,825,047     $233,218,073

Debtor-affiliates also filed their respective schedules,
disclosing:

   Company                        Assets       Liabilities
   -------                        ------       -----------
AMG Intermediate LLC                  $0       $77,743,876
Asianmedia Group LLC            $100,000       $78,591,157
KHAI, Inc.                    $1,560,521       $82,446,399
KSCI, Inc.                  $162,739,963       $97,822,834
KSLS, Inc.                            $0       $77,351,817
KHLS, Inc.                            $0       $77,351,817

Full-text copies of the schedules are available for free at:

http://bankrupt.com/misc/INTERNATIONAL_MEDIA_amgintermediate_sal.p
df
http://bankrupt.com/misc/INTERNATIONAL_MEDIA_asianmediagroup_sal.p
df
http://bankrupt.com/misc/INTERNATIONAL_MEDIA_khaiinc_sal.pdf
http://bankrupt.com/misc/INTERNATIONAL_MEDIA_khlsinc_sal.pdf
http://bankrupt.com/misc/INTERNATIONAL_MEDIA_ksciinc_sal.pdf
http://bankrupt.com/misc/INTERNATIONAL_MEDIA_kslsinc_sal.pdf
http://bankrupt.com/misc/INTERNATIONAL_MEDIA_sal.pdf

                  About International Media Group

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

NRJ TV II LLC, an entity owned by the first lien lender, will be
the stalking horse bidder.  As of Jan. 9, 2012, the Debtors owe
$77.3 million on a first lien debt, including $67 million on a
term-loan.  Fortress Credit Corp. serves as agent.  Unless outbid
at the auction, the pre-petition lenders will acquire the assets
in exchange for a credit bid of $45 million, will assume certain
liabilities, and fund a "carve-out".  An auction and sale hearing
is contemplated to be held in March.

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
post-petition.  William E. Chipman, Jr., Esq., and Mark D.
Olivere, Esq., at Cousins Chipman & Brown, LLC, in Wilmington,
Delaware, serve as the Debtors' bankruptcy counsel.  The Debtors'
claims agent is Epiq Bankruptcy Solutions LLC.

In its petition, International Media Group estimated $100 million
to $500 million in assets and debts.  The petition was signed by
Dennis J. Davis, chief restructuring officer.


INTERNATIONAL MEDIA: Wants to Hire BCWS as Tax Consultants
----------------------------------------------------------
International Media Group Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Brigante, Cameron, Watters & Strong, LLP as tax consultants.

The Debtors relate that on Feb. 2, 2012, Ernst & Young notified
the Debtors that they would be unable to continue assisting wit
the Debtors' tax return preparation.

In this relation, BCWS will prepare the 2011 Federal (Form 1120)
and 2011 California (Form 100) corporate income tax returns, and
at the Debtors' request may assist with the corporate income tax
tax planning for 2011 and 2012 tax years.

The hourly rates of BCWS' personnel range from $85 to $462,
depending on the staff member assigned and complexity of the work
being performed.   BCWS estimates the total fees for their
services will be approximately $24,000.

The Debtors set a March 23, 2012, hearing at 9:30 a.m. for the
employment of BCWS.

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

                  About International Media Group

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

NRJ TV II LLC, an entity owned by the first lien lender, will be
the stalking horse bidder.  As of Jan. 9, 2012, the Debtors owe
$77.3 million on a first lien debt, including $67 million on a
term-loan.  Fortress Credit Corp. serves as agent.  Unless outbid
at the auction, the pre-petition lenders will acquire the assets
in exchange for a credit bid of $45 million, will assume certain
liabilities, and fund a "carve-out".  An auction and sale hearing
is contemplated to be held in March.

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
postpetition.  William E. Chipman, Jr., Esq., and Mark D.
Olivere, Esq., at Cousins Chipman & Brown, LLC, in Wilmington,
Delaware, serve as the Debtors' bankruptcy counsel.  The Debtors'
claims agent is Epiq Bankruptcy Solutions LLC.

In its petition, International Media Group estimated $100 million
to $500 million in assets and debts.  The petition was signed by
Dennis J. Davis, chief restructuring officer.

No trustee, examiner or committee has been appointed in any of the
Debtors' cases.


J.B. POINDEXTER: Moody's Raises Corporate Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service upgraded J.B. Poindexter & Co., Inc.'s
Corporate Family ("CFR") and Probability of Default ("PDR")
ratings to B1 from B2. Concurrently, Moody's assigned a B2 to the
company's proposed $200 million senior unsecured notes issuance,
proceeds of which will be used in part to refinance the existing
8.75% senior unsecured notes due March 2014, also upgraded to B2
from B3. The company's short-term speculative grade liquidity
rating ("SGL") was upgraded to SGL-2 from SGL-3. The rating
outlook is stable.

The rating upgrade to a B1 CFR reflects the company's improved
operational and financial performance, as well as Moody's
expectations for continued improvement along with the maintenance
of good liquidity at J.B. Poindexter.

The following ratings/assessments have been affected:

Corporate Family Rating, upgraded to B1 from B2;

Probability of Default Rating, upgraded to B1 from B2;

$200 million senior unsecured notes due 2022, assigned B2 (LGD4,
61%);

Existing senior unsecured notes due March 2014, upgraded to B2
(LGD4, 63%) from B3 (LGD4, 63%);

Speculative Grade Liquidity Rating, upgraded to SGL-2 from SGL-3.

The outlook remains stable.

The ratings on the existing senior unsecured notes due March 2014
will be withdrawn upon the successful tender and retirement of
these notes. The company's SGL rating will also be withdrawn at
that time as the new proposed notes will be 144a for life and the
company is not expected to continue filing its financials with the
Securities and Exchange Commission post-refinancing.

Ratings Rationale

The B1 CFR considers improvement in reported EBITDA to over $59
million in 2011 from roughly $35 million in 2010 with significant
improvements at Morgan Corporation and Specialty Manufacturing
Division (especially its MIC business unit which has considerable
exposure to oil and gas exploration and production service
industry). The rating action recognizes the increase in backlog at
the Morgan segment, exiting of unprofitable products at MIC, and a
generally better outlook for class 5-7 truck sales and for energy
exploration activity in 2012. J.B. Poindexter has been able to
reduce its debt leverage (on a Moody's adjusted basis) from over 7
times at its recent recession-era peak at March 31, 2010 to under
4 times at the most recent year ended December 31, 2011. Moody's
expects leverage to be maintained below 4 times with continued
gradual improvement in this metric. Moody's also expects interest
coverage to improve above 2.5x EBIT-to-Interest and free cash flow
to remain positive over the intermediate term.

The SGL upgrade to SGL-2 from SGL-3 reflects the extension of the
company's $25 million asset based revolving credit facility for
four year, solid cash balances, and positive free cash flow
generation, which enabled the company to repay $39.5 million of
outstanding notes in the fourth quarter of 2011 while ending the
year with over $40 million of cash.

The stable outlook assumes that continued improvement in
production volumes across major end markets and robust backlogs
will result in improved credit metrics for the company. The
outlook further anticipates that J.B. Poindexter will maintain a
good liquidity profile (including a healthy cash balance) and will
not pursue leveraging transactions.

An additional near-term ratings upgrade is unlikely. However,
Moody's could consider a positive action with expectations for
leverage to be sustained below 2.5x debt-to-EBITDA and interest
coverage in excess of 3.5x EBIT-to-interest. Absent permanent debt
reduction, a rating upgrade would also likely require progress
towards improving through-the-cycle profitability above and beyond
any positive cyclical effects from higher exploration activity and
vehicle production. Moody's could consider a negative outlook or
rating downgrade with expectations for sustained leverage in
excess of 4.5x debt-to-EBITDA, interest coverage below 2.0x EBIT-
to-interest, or if the company experienced a deterioration in its
liquidity position. Moody's could also consider a negative action
if J.B. Poindexter pursues a leveraging transaction or adopts a
more aggressive financial philosophy.

The principal methodology used in rating J.B. Poindexter & Co.,
Inc. was the Global 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.

J.B. Poindexter & Co., Inc., headquartered in Houston, Texas,
manufactures commercial truck bodies for medium-duty trucks,
pickup truck caps and tonneau covers, truck bodies for walk-in
step vans, funeral coaches and limousines, provides contract
manufacturing services for precision metal parts and machining and
casting services. J.B. Poindexter's revenue for the year ended
December 31, 2011 was approximately $708 million.


JACUZZI BRANDS: S&P Cuts Corp. Credit Rating to 'CCC'; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chino, Calif.-based spa and bath manufacturer Jacuzzi
Brands Corp. to 'CCC' from 'B-'. The outlook is negative.

"At the same time, we lowered the issue-level ratings on the
company's first-lien bank term loan and synthetic letters of
credit facility to 'CCC-' (one notch below the corporate credit
rating) from 'CCC+'. The recovery rating on these loans remains
'5', indicating our expectation for modest (10% to 30%) recovery
in the event of payment default," S&P said.

"The downgrade reflects our view that highly leveraged Jacuzzi
faces significant near-term refinancing risk as its entire capital
structure matures over the next two years," said Standard & Poor's
credit analyst Megan Johnston. "The company's revolving credit
facilities mature in February 2013, a $35 million term loan
matures in November 2013, and its $170 million first-lien term
loan matures in February 2014."

"In addition, we expect that operating performance will remain
challenged in light of the continued downturn in residential
construction, which has led to weak demand for its discretionary
bath and spa products. For fiscal year 2012, (Jacuzzi's fiscal
year ends Oct. 1), we are projecting that sales could decline
modestly from 2011 levels, given depressed demand in both the U.S.
and international markets. Approximately 50% of sales are to
international markets, including Europe where Standard & Poor's
economists are projecting a mild recession in the first half of
2012, with 0% GDP growth for the entire year. However, we believe
that EBITDA could improve slightly over fiscal year 2011 levels
due to the company's ongoing rationalization and cost-cutting
measures. Still, debt to EBITDA should remain well above 10x in
2012, with EBITDA coverage of interest of about 1.5x. (Privately-
held Jacuzzi does not disclose financial performance publicly,)"
S&P said.

Jacuzzi Brands Corp. designs, manufactures and markets hot tubs,
spas, whirlpool baths, showers, toilets and sinks for the
worldwide residential and commercial markets. The company's
Jacuzzi, Sundance, and Astracast branded products are primarily
sold in North America, Europe and South America.

"The rating outlook is negative, reflecting Jacuzzi's refinancing
risk, as well as our belief that residential construction and
spending on discretionary bath and spa products will remain weak.
If the company is unable to refinance its maturities within the
coming months, we could lower the ratings. Although unlikely in
the near term, we could raise the ratings if the company is able
to improve its operating performance while also addressing its
upcoming debt maturities and improving its liquidity position,"
S&P said.


JESCO CONSTRUCTION: Court Won't Remove War-Con from Committee
-------------------------------------------------------------
The Hon. Neil P. Olack of the U.S. Bankruptcy Court for the
Southern District of Mississippi denied without prejudice JESCO
Construction Corp.'s motion to modify appointment of statutory
committee of unsecured creditors to eliminate Theodore Conner,
III, doing business as War-Con Construction.

The Court also ordered that the U.S. Trustee will consider
appointing at least two additional members to diversify the
representation of the Official Committee of Unsecured Creditors in
the case.

As reported in the Troubled Company Reporter on March 2, 2012, the
Debtor requested that Theodore Conner, III, doing business as War-
Con Construction be eliminated from the Committee explaining that
it does not owe Conner any sums of money and, in fact, the Debtor
is advised, and on information and belief alleges, that the
transaction giving rise to Conner's claim came about prior to the
Debtor being in existence.

As reported in the TCR on Feb. 14, 2012, Henry G. Hobbs, the
Acting United States Trustee for Region 5, appointed Walter C.
Ernest, III, Marine; R.E. Huber Construction Company; and Theodore
Conner, III, doing business as War-Con Construction to serve on
the Committee.

                  About Jesco Construction Corp.

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Attorneys at
the Law Offices of Craig M. Geno, PLLC, serve as counsel for the
Debtor.  In its schedules, the Debtor disclosed $100 million in
assets and $14,662,901 in liabilities.


JOBSON MEDICAL: Gordian OK'd for Financial Advisory Services
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Jobson Medical Information Holdings LLC. et al., to
employ Gordian Group, LLC to provide financial advisory and
investment banking services effective as of the Petition Date.

As reported in the Troubled Company Reporter on Feb. 14, 2012,
Gordian was founded in 1988 and is an investment banking firm with
deep expertise in financial restructurings, providing a broad
range of corporate financial advisory services.  Today, Gordian
has a nationwide practice, providing financial advisory services
to companies in distressed situations.

Gordian rendered prepetition services to the Debtors, making the
firm familiar to the Debtors' business operations, capital
structure, financing documents, and other material information.

Gordian's services include assisting the Debtors in raising new or
replacement capital or an investment (debt or equity) in the
Company, and in soliciting and evaluating proposals from potential
parties to financial transactions and with the negotiation,
structuring and implementation of a financial transaction,
including participation in negotiations with creditors, equity
holders and other parties involved in a financial transaction.

Gordian will be compensated according to this Fee Structure:

     a) Monthly fees of $25,000 per month;

     b) In connection with the consummation of a Financial
Transaction or Financial Transactions, fees consisting of
$1,000,000 plus:

           (i) 1.0% of the Aggregate Consideration that is paid or
payable in connection with any Financial Transaction to the extent
that it involves parties that either are not already invested in
the debt of the Company or have not previously engaged in
discussions with the Company's sponsor with respect to a Financial
Transaction, plus;

          (ii) 0.5% of (A) the Aggregate Consideration that is
paid or payable in connection with any Financial Transaction to
the extent that it involves parties that are already invested in
the debt of the Company, less the amount of their total loan
commitments under the senior secured credit facilities of the
Company immediately prior to the closing of the Financial
Transaction, plus (B) the Aggregate Consideration paid or payable
in connection with any Financial Transaction to the extent that it
involves The Wicks Group of Companies, L.L.C., the Debtors'
sponsor and principal equity holder, plus;

         (iii) 0.25% of such portion of the Aggregate
Consideration paid or payable in connection with any Financial
Transaction to the extent that it constitutes a reinvestment of
funds by parties that are already invested in the debt of the
Company; and

     c) Notwithstanding, the aggregate fees payable to Gordian
will not exceed the sum of $1,925,000.

Gordian will be reimbursed for out-of-pocket expenses.

The Debtors also have agreed, among other things, to indemnify and
hold harmless Gordian and its personnel in connection with
Gordian's representation of the Debtors.

Peter S. Kaufman -- psk@gordiangroup.com -- president of Gordian
Group, attests that his firm does not hold or represent any
interest adverse to the Debtors, their creditors or estates and is
a disinterested person.

                        About Jobson Medical

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

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

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

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


JOBSON MEDICAL: Lowenstein Sandler Approved as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Jobson Medical Information Holdings LLC. et al., to
employ Lowenstein Sandler PC as counsel.

AS reported in the Troubled Company Reporter on Feb. 14, 2012, the
Lowenstein Sandler team is led by Sharon L. Levine, Esq., Paul
Kizel, Esq., and Tatiana Ingman, Esq.

Lowenstein's current hourly rates are:

          Members of the Firm           $435 - $895
          Senior Counsel                $390 - $660
          Counsel                       $350 - $630
          Associates                    $250 - $470
          Paralegals and Legal
            Assistants                  $145 - $245

Lowenstein was first retained to represent the Debtors in late
September 2011.  On Nov. 28, 2011, the Debtors' paid Lowenstein
$350,000 for services rendered and to be rendered in the future.
On Nov. 30, 2011, the Debtors paid Lowenstein another $100,000 as
an additional retainer for future services.  On Dec. 2, 2011, the
Debtors paid Lowenstein $60,000 as an additional retainer for
future services, and on Feb. 1, 2012, the Debtors paid Lowenstein
$425,000.

As of the Petition Date, Lowenstein is holding roughly $15,000 as
a retainer for future services and expenses.  In addition, on
Nov. 30, 2011, the Debtors remitted to Lowenstein the amount
necessary for payment of the filing fees ($17,782) associated with
the filing of the Debtors' chapter 11 cases.

Ms. Levine, Esq., a member of the firm, attests that the members,
counsel, and associates of Lowenstein do not have any connection
with the Debtors, their creditors, or any other party-in-interest,
or their attorneys, and Lowenstein is "disinterested" and does not
hold or represent an interest adverse to the Debtors' estates.

                        About Jobson Medical

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

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

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

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


KILROY REALTY: S&P Rates $100-Mil. Series G Preferred Stock 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
$100 million 6.875% series G cumulative redeemable preferred stock
issued by Kilroy Realty Corp. Kilroy indicated that it intends to
use net proceeds from the offering to fund a portion of its
recently announced redemption of all outstanding shares of its
7.80% series E and 7.50% series F cumulative redeemable preferred
stock and for other general corporate purposes, which may include
acquiring properties and repaying outstanding indebtedness.

"Standard & Poor's ratings on Los Angeles-based Kilroy and its
operating partnership, Kilroy Realty L.P., including its 'BBB-'
corporate credit ratings, reflect the office and industrial REIT's
satisfactory business risk profile, characterized by a good-
quality, well-located portfolio, and the strong local presence of
its management team. We believe that the quality of Kilroy's
portfolio, coupled with the strength of the company's local team
and balance sheet, provides the REIT with an advantage over
smaller local competitors, as well as larger, less-nimble national
competitors," S&P said.

"During the recent sharp cyclical economic downturn, the REIT
issued equity and cut its 2009 dividend to bolster its
intermediate financial profile. These actions cushioned coverage
measures during a period of significant occupancy attrition
arising from tough economic conditions in the company's Southern
California markets. Over the past year, strong leasing activity
has steadily improved occupancy, as same-store average occupancy
for full-year 2011 was 92%, up 570 basis points from occupancy in
the prior year," S&P said.

"Our stable outlook on Kilroy reflects our view that same-store
portfolio cash flows have stabilized and will strengthen over the
next year due to better portfolio performance and contributions
from the REIT's significant acquisition activity over the past 18
months. We could lower our corporate credit rating on Kilroy if
cash flow deteriorates more severely than we expect, or if a debt
financed acquisition strategy causes fixed-charge coverage to fall
below 1.9x on a sustained basis and total coverage (including the
common dividend) falls below 1.0x. We would consider an upgrade if
portfolio occupancy and operating performance strengthen, the
company prudently pursues growth that improves the diversity of
the portfolio, and fixed-charge coverage approaches 3x," S&P said.

Ratings List

Kilroy Realty Corp./Kilroy Realty L.P.
Corporate credit rating          BBB-/Stable/--

Kilroy Realty Corp./Kilroy Realty L.P.
$100M 6.875% series G cumulative
  redeemable preferred stock      BB


LEHMAN BROTHERS: Gets US$1.5BB Distribution From Asian Subsidiary
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. has received a cash distribution of
$1.534 billion from Lehman Brothers Asia Holdings, its affiliate
in liquidation in Hong Kong.

The payment was LBHI?s aggregate share of its affiliate?s first
two distributions.  It was pursuant to a settlement agreement
entered into on July 31, 2011, which became effective upon the
March 6, 2012 effective date of LBHI?s bankruptcy plan.

This distribution, which was received on March 15, 2012, had been
anticipated and will be included in LBHI?s first distribution to
its creditors on April 17, 2012.  LBHI and its affiliated Debtors
expect additional cash recoveries from the Hong Kong entities in
the future.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LIONCREST TOWERS: Withdraws Motion to Dismiss Chapter 11 Case
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the withdrawal of motions dismissing Lioncrest Towers,
LLC's Chapter 11 case and granting relief from automatic stay.

As reported in the Troubled Company Reporter on March 16, 2011,
Wells Fargo Bank N.A. asked the Court to grant relief from the
automatic stay to allow it to foreclose on its collateral, and to
dismiss the Debtor's case.

                      About Lioncrest Towers

Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-36805) on Aug. 17, 2010.  Richard H. Fimoff, Esq., at Robbins,
Salomon & Patt, Ltd., in Chicago, assists the Debtor in its
restructuring effort.  The Debtor estimated assets and debts at
$10 million to $50 million.

The Debtor's plan of reorganization provides that secured creditor
Wells Fargo, owed $29.5 million, will be paid in full.  It will be
paid in monthly installments of interest for five years, plus four
annual principal repayments of $300,000 each, with payment of the
unpaid balance at the end of the fifth year.  Unsecured creditors
will also be paid in full in quarterly installments with interest
over one year.  Unsecured creditors are expected to recover
$38,917 plus interest at 5%.  Equity owners will receive no
distribution but will retain its ownership interest.


LYMAN LUMBER: Panel to Retain Conway MacKenzie as Fin'l Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Lyman Lumber Company seeks permission from the
U.S. Bankruptcy Court to retain Conway MacKenzie, Inc. as its
financial advisor.

The firm's rates are:

   Personnel                     Rates
   ---------                     -----
   Kevin Berry                    $395
   Other professionals            $350

Kevin A. Berry, Managing Director of Conway, attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                       About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets
of the Debtors.  The cash portion of Steel Partners' offer was
$22 million.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.

The Steel Partners' deal did not include the Debtors' businesses
located in Washington State as well as some other assets in
Minnesota, Wisconsin, and North Carolina.  The Debtors will bring
separate motions to address the sale or other disposition of these
assets.

At an October 2011 auction, SP Asset Management and two other
bidders lost to BlackEagle Partners.  BlackEagle acquired the
Debtors' Midwest operations, including its Chanhassen location,
Automated Building Components, Carpentry Contractors Corp., and
Lyman Lumber of Wisconsin.  BlackEagle paid roughly $23 million.
The transaction was effective Oct. 28, 2011.

BlackEagle Partners -- http://www.blackeaglepartners.com/-- owns
US LBM Holdings, a collection of eight building products
distributors serving the Midwest, Northeast, and Mid-Atlantic in
nine states with more than 40 locations.  US LBM is one of the
fastest growing suppliers of building products in the United
States.


MADISON 92ND: Taps Cushman & Wakefield as Financial Advisors
------------------------------------------------------------
Madison 92nd Street Associates, LLC asks the U.S. Bankruptcy Court
for the Southern District of New York for permission to Cushman &
Wakefield Sonnenblick Goldman, LLC as financial advisors to assist
in the sale of the Debtor's hotel.

As exclusive financial advisor, Cushman will, among other things:

   a) provide financial analysis of the hotel;

   b) prepare a descriptive memorandum concerning the hotel; and

   c) develop, update and review on an ongoing basis a list of
      parties who might be interested in acquiring the hotel, or
      an interest therein.

In consideration of the services to be performed by Cushman, the
Debtor agrees to pay Cushman:

   -- In the event of a sale with a stalking horse, a non-
      refundable base fee of $250,000, together with an Advisory
      Fee equal to 5% of the amount by which the successful bid
      exceeds the cover bid required in the stalking horse
      contract, plus 6% on any incremental amount above
      $90 million and 7% on any incremental amount above
      $93 million.

   -- In the event of a sale without a stalking horse, a Base Fee
      of 0.5% (50 basis points) of total Consideration up to
      $88 million plus an Advisory Fee equal to 5% of the amount
      by which the successful bid exceeds $88 million, plus 6% on
      any incremental amount above $90 million, plus 7% on any
      incremental amount above $93 million.

   -- The Debtor will also reimburse Cushman's reasonable expenses
      up to $30,000.

   -- The Debtor agrees to indemnify Cushman for acts related to
      the engagement except for acts of gross negligence.
      Cushman's decision to accept this engagement to advise and
      assist the Debtor is contingent upon its ability to be
      retained in accordance with its customary terms and
      conditions of employment, compensated for its services and
      reimbursed for the out-of-pocket expenses it incurs in
      accordance with its customary billing practices and be
      indemnified.

Cushman is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel.


MADISON 92ND: CIM-Led Auction of All Assets Set for April 16
------------------------------------------------------------
The Hon. Stuart M. Bernstein U.S. Bankruptcy Court for the
Southern District of New York authorized Madison 92nd Street
Associates, LLC to sell substantially all of the estate's real
estate assets in an auction led by CIM Group Acquisitions, LLC.

The Debtors scheduled an April 16, 2012 auction for the assets.
Competing bids are due 9:00 a.m. (Eastern Time) on April 12.

The Court will consider the sale of the assets to CIM or the
winning bidder at a hearing on April 23, at 2:00 p.m.  Objections,
if any, are due April 19.

On Feb. 16, 2012, the Debtor filed an amendment to the sale
motion.  A full-text copy of the amended motion and sale
procedures is available for free at:

http://bankrupt.com/misc/MADISON92ND_Amended-SaleProcedures.pdf

As reported in the Troubled Company Reporter on Jan. 13, 2012, the
Debtor asked the Court for entry an order to approve sale
procedures, break-up fee and notice requirements and authority to
sell of substantially all of estate's real estate assets free and
clear of liens, claims and interests and assumption and assignment
of executory contracts and payment of senior secured claims.

A contract of sale has been executed between the Debtor and CIM,
under which CIM has agreed to purchase the Debtor's Hotel and
assume and assign certain leases and executory contracts, for a
purchase price of $84,100,000.  CIM has also agreed to be the
stalking horse in the auction under Purchase Agreement.
Specifically excluded from the Sale Assets are causes of action
against third parties, including without limitation avoidance
actions, actions against Courtyard, Marriott and any affiliates of
such parties.

The Debtor has determined that the conducting of an auction will
enable the Debtor to obtain the highest and best offers and
maximize the value of the estate for the benefit of creditors.
The sale proceeds will be used to fund the Sale Plan.

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel.


MADISON 92ND: Taps Tuchman Korngold on Tax Certiorari Claim
-----------------------------------------------------------
Madison 92nd Street Associates, LLC asks the U.S. Bankruptcy Court
for the Southern District of New York for permission to employ
Tuchman, Korngold, Weiss, Lippman & Gelles, LLP as special counsel
in connection with a tax certiorari claim against the New York
City Tax Commission.

Tuchman will:

   a) protest to the NYCTC the actual assessed value of the
      Debtor's property;

   b) appear before the NYCTC on behalf of the Debtor; and

   c) institute proceedings such as the Certiorari Claim to review
      the final determination of the NYCTC.

The Debtor agreed to pay Tuchman a contingent fee equal to 15% of
the tax benefit resulting from a reduction in the actual assessed
value of the Debtor's property.

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

                        About Madison 92nd

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y. Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by Thomas
R. Califano, Esq., and William M. Goldman, Esq., at DLA Piper LLP
(US).

The Bankruptcy Judge appointed an examiner to explore the best
route to reorganization for the Debtor amid a rift between two
investor groups.  Thomas R. Slome, the examiner, tapped his firm,
Meyer, Suozzi, English & Klein, P.C., as his counsel.


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

As reported in the Troubled Company Reporter on March 7, 2012, the
Debtors related that they had been unable to make reasoned
decisions as to whether to assume or reject all the unexpired
leases.

                   About Maguire Group Holdings

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

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


MAGUIRE GROUP: Plan Exclusivity Extended Until July 20
------------------------------------------------------
The U.S. Bankruptcy Court Southern District of Florida extended
Maguire Group Holdings, Inc., et al.'s exclusive period to solicit
acceptances for a proposed plan of reorganization July 20, 2012.

The Court denied as moot the Debtors' request to extend its
exclusive period to file a Plan because the Debtors had filed a
Plan within the exclusive period.

As reported in the Troubled Company Reporter on March 7, 2012, the
Court also requested that its exclusive period to file a proposed
Plan be extended until May 21.

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

                   About Maguire Group Holdings

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

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


MARCO POLO SEATRADE: Has Until March 31 to File Chapter 11 Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Marco Polo Seatrade B.V., et al.'s exclusive periods to
file and solicit acceptances for a proposed Chapter 11 Plan until
March 31, 2012, and May 31, respectively.  The Debtors related
that they needed to complete the negotiations and discussions that
will dictate whether a consensual plan is possible.

                          About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.  The company started a lawsuit against the two
creditors in January 2012.

The cases are before Judge James M. Peck.  Evan D. Flaschen, Esq.,
Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at Bracewell
& Giuliani LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Kurtzman Carson Consultants LLC serves as notice and
claims agent.

The petition noted that the Debtors' assets and debts are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed three members to serve on the Official Committee of
Unsecured Creditors.  The Committee has retained Blank Rome LLP as
its attorney.

Creditor Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.

Gregory M. Petrick, Esq., Ingrid Bagby, Esq., and Sharon J.
Richardson, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, represents secured creditor and post-petition lender The
Royal bank of Scotland plc.


MF GLOBAL: SIPA Trustee to Distribute $685-Mil. to Clients
----------------------------------------------------------
James W. Giddens, the trustee for the liquidation of the business
of MF Global Inc. under the U.S. Securities Investor Protection
Act of 1970, seeks permission from Judge Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York to make
first interim claims distribution of commodities customer property
for allowed customer claims.

The SIPA Trustee specifically seeks to effect claims distribution
of:

  (i) up to $600 million of customer property held as segregated
      by MFGI for its former commodities futures customers who
      traded on US exchanges pursuant to Section 4d of the
      Commodity Exchange Act;

(ii) up to $50 million of customer property associated with
      commodity transactions in foreign markets pursuant to Part
      30.7 of Title 17 of the Electronic Code of Federal
      Regulations; and

(iii) up to $35 million of customer property to a domestic
      delivery class, which the SIPA Trustee has identified as
      consisting of physical customer property that has been or
      will be reduced to cash in any manner.

James B. Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New
York, apprised the Court that commodities customers have received
roughly 72% of their 4d funds.  Because the SIPA Trustee has
recovered only a small portion of 30.7 funds so far, customers
have yet to receive any distribution of 30.7 funds, he noted.

At this point, the SIPA Trustee's best estimates of expected
distribution percentages are more than 80% of each Finalized Claim
for Segregated Funds, more than 80% of each Finalized Claim for
Delivery Funds, and somewhat less than 10% of each Finalized Claim
for Secured Funds.

Mr. Kobak said the timing of the sought distributions is not
currently known, clarifying that the distributions would not be
in bulk.  The distributions would be made as part of the claims
process and would occur on a rolling basis to individual
commodities customers who filed claims by the Jan. 31, 2012
deadline and have received and agreed to the SIPA Trustee's
determination of their claims, he noted.

"We believe that requesting an additional distribution is prudent
and appropriate at this time and is consistent with our goal of
returning as much customer property as possible, as quickly as
possible, in a manner that is fair to all customers and that is
consistent with the law," the SIPA Trustee said in a March 15
statement.  "We will also continue our efforts to recover
additional assets for the former customers of MF Global Inc. in
an efficient manner."

The SIPA Trustee expects the three bulk transfers plus the first
interim distribution will lead to commodities customers receiving:

* Over 80% of each finalized claim for US commodities customers
  who traded on US exchanges;

* Over 80% of each finalized claim for delivery funds;

* Less than 10% of each finalized claim for US commodities
  customers who traded on foreign exchanges.

This distribution would still allow the SIPA Trustee to maintain
a proper reserve of funds for each class of customer property,
including a reserve of roughly $700 million for 4d funds,
approximately $40 million for 30.7 funds, and roughly $10 million
for delivery funds, Mr. Kobak said.  The SIPA Trustee is required
by law to hold an appropriate reserve until disputed claims
against the estate are either resolved through negotiation or by
the Court, he added.

Disputes with MF Global U.K. Ltd. and other units may make it
impossible to determine the exact amounts to be distributed,
Bloomberg News quoted the SIPA Trustee as saying.

The Commodity Futures Trading Commission filed a statement in
support of the SIPA Trustee's Motion.  The proposed distribution,
says the CFTC, would further the objective of making whole all
public customers of MFGI.

The Court will consider the SIPA Trustee's request on April 12,
2012.  Objections are due no later than March 30.
2012.  Objections are due no later than March 26.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

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

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

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

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

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

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


MF GLOBAL: SIPA Trustee Seeks Nod for $14.5MM Precious Metal Sale
-----------------------------------------------------------------
James W. Giddens, the trustee for the liquidation of the business
of MF Global Inc. under the U.S. Securities Investor Protection
Act of 1970, seeks Bankruptcy Court approval of a purchase
agreement governing the sale of precious metal warehouse receipts
to Jefferies Bache Financial Services, Inc., for $14.5 million,
free and clear of all liens, claims, and encumbrances.

As part of the third Court-approved bulk transfer, the Court
authorized the SIPA Trustee to distribute non-liquid assets, like
warehouse receipts, precious metal certificates, shipping
certificates, and other certificates of title for commodities,
held by MFGI for its customers on the same pro rata basis as
domestically held segregated property.

The SIPA Trustee, working in concert with The CME Group, has
sought to find the most prudent and cost-effective method of
converting the Physical Customer Property to cash.  The SIPA
Trustee determined that the best means of doing so is to through
a bulk sale of the Certificates to Jefferies.

Subject to Court approval, the SIPA Trustee and Jefferies have
agreed that Jefferies will purchase the untransferred Physical
Customer Property for 99% of the aggregate closing price for
futures contracts on the precious metals underlying the
Certificates for the next active trading month.  The sale of the
Certificates is subject to the satisfaction of the condition that
the Court will have issued an order approving the transaction.

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

The SIPA Trustee seeks to complete the implementation of the
third bulk transfer order by liquidating the Physical Customer
Property remaining under his control.  The sale of the
Certificates to Jefferies pursuant to the Purchase Agreement
represents the optimal means for the SIPA Trustee to liquidate
the Physical Customer Property still under the SIPA Trustee's
control, thus enabling him to satisfy the remaining pro rata
distributions owed to Physical Property Customers and fully
effectuate the Third Bulk Transfer Order, James B. Kobak, Jr.,
Esq., at Hughes Hubbard & Reed LLP, in New York, tells the Court.

In conjunction, the SIPA Trustee asks the Court to waive the 14-
day stay provided for by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure.

The Court will consider the SIPA Trustee's request on April 2,

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

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

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

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

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

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

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


MF GLOBAL: Sec. 341 Meeting of Creditors Adjourned to April 5
-------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, adjourned the
meeting of creditors of MF Global Holdings Ltd. and MF Global
Finance USA Inc. from January 26, 2012 to April 5, 2012, Thursday,
at 3:00 p.m. Eastern Time.  The location of the meeting is at the
Office of the U.S. Trustee at 80 Broad Street, 4th Floor, New
York.

Similarly, the Section 341 meeting of creditors for MF Global
Capital LLC, MF Global FX Clear LLC, and MF Global Market
Services LLC, which began on January 26, 2012, is also adjourned
to April 5, 2012.

The Sec. 341 meeting of creditors for MF Global Holdings USA
Inc., which filed for bankruptcy protection on March 2, 2012, is
also set on April 5, 2012.

The meeting offers creditors a one-time opportunity to examine
the Debtors' representative under oath about the Debtors'
financial affairs and operations that would be of interest to the
general body of creditors.  Attendance by the Debtor's creditors
at the meeting is welcome, but not required.

                           MFGH USA Case

The U.S. Trustee also will convene a meeting of the creditors of
MF Global Holdings USA Inc. on April 5 at 3:00 p.m. Eastern Time.
The location of the meeting is at Office of the U.S. Trustee at 80
Broad Street, 4th Floor, New York.

This is the first meeting of creditors under Section 341(a) of
the Bankruptcy Code.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

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

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

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

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

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

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


MF GLOBAL: UK Directors Unsure of Shortfall
-------------------------------------------
Directors of MF Global Holding Ltd.'s U.K. unit said they don't
know whether the brokerage is in the red or the black, leaving
creditors like JPMorgan Chase & Co. and Unipec Singapore Pte.
uncertain how much they will recover, Heather Smith of Bloomberg
News reported.

Administrators of the UK unit from KPMG LLC said the "statement
of affairs" from the directors showed about GBP1.87 billion
(US$2.93 billion) of assets, compared with liabilities of around
GBP1.77 billion, the directors didn't know for how much some
assets may be sold, Bloomberg related.

JPMorgan is owed about GBP100 million, and Unipec Singapore Pte.
GBP23.6 million, the report noted.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

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

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

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

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

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

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


MF GLOBAL: Investors Seek to Buy Out Australian Unit's Clients
--------------------------------------------------------------
Ben Butler of The Sydney Morning Herald reported on March 15 that
the liquidator of MF Global's Australian unit has confirmed that
investors are proposing to buy out clients of the failed
brokerage firm.

Deloitte partner Chris Campbell said he did not know who made the
approaches, which came from a Britain-based broker, the report
said.  The approaches follow on from a bidding war for MF Global
client positions in the United States, where rival banks are
offering up to 91 cents in the dollar, the report added.

Mr. Campbell said he has collected $240 million so far but is
seeking court guidance on how to divide the amounts he has
collected.  Mr. Campbell also revealed he failed in an attempt to
sell MF Global's business because it was impossible to bind
clients to a potential buyer, the report said.

Mr. Campbell added he was trying to claw back $34 million held by
MF Global's British arm, which acted as a clearing house for
Australian customers, and an additional $17 million held at the
company's worldwide headquarters in New York, the report added.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

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

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

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

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

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

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


MOVIE GALLERY: Claimant Given 30 Days to Amend Priority Claim
-------------------------------------------------------------
Chief Bankruptcy Judge Douglas O. Tice, Jr., deferred ruling on
the objection filed by Corliss Moore & Associates, LLC, in its
capacity as liquidating trustee for the First Lien Term Lenders
Liquidating Trust established under Movie Gallery, Inc.'s
confirmed liquidation plan, against proof of claim number 3498
filed by Mario Guerriero and gave the claimant 30 days from the
Court's order to amend his claim to set forth with specificity the
basis of the claim.

Mr. Guerriero asserts a $10,950 priority claim on account of a
purported class suit.  Mr. Guerriero had attached to the claim
form a copy of a complaint that he had filed in October 2009 in
the Superior Court of California, San Diego County, seeking to
pursue a class action to recover damages against debtor Hollywood
Entertainment Corporation8 for, among other things, various
alleged violations of the California state labor code relative to
wages and work conditions. A class was never certified in that
California action, and that action was stayed by the filing of the
Feb. 2, 2010, bankruptcy petitions.

The Trust objected to the claim, saying the claimant had included
insufficient supporting information.  The Trust has resolved
thousands of claims; Mr. Guerriero's claim remains as one of only
a handful of claims as to which an objection by the debtors or the
liquidating trustee has not been resolved.

A copy of Judge Tice's March 15, 2012 Memorandum Opinion is
available at http://is.gd/kWYZTLfrom Leagle.com.

                        About Movie Gallery

Based in Wilsonville, Oregon, Movie Gallery, Inc., was the second
largest North American video and game rental company behind
Blockbuster Inc.  Movie Gallery operated stores in the U.S. and
Canada under the Movie Gallery, Hollywood Video and Game Crazy
brands.

Movie Gallery first filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853) on Oct. 16, 2007.
Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors.
The Company emerged from bankruptcy on May 20, 2008, with private-
investment firms Sopris Capital Advisors LLC and Aspen Advisors
LLC as its principal owners.  William Kaye was appointed plan
administrator and litigation trustee.

Movie Gallery returned to Chapter 11 (Bankr. E.D. Va. Case No. 10-
30696) on Feb. 3, 2009.  Attorneys at Sonnenschein Nath &
Rosenthal LLP and Kutak Rock LLP represented the Debtors in their
second restructuring effort.  Kurtzman Carson Consultants served
as claims and notice agent.

In October 2010, a federal bankruptcy judge approved Movie
Gallery's liquidation plan, wherein most assets would go to
secured creditors, $5 million would go to unsecured creditors, and
shareholders would be wiped out.  The Plan had the support of the
Official Committee of Unsecured Creditors.


NEBRASKA BOOK: U.S. Trustee Amends Committee to Add SOF-LBCW
------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, filed with U.S.
Bankruptcy Court for the District of Delaware a third amended
notice of appointment of Official Committee of Unsecured Creditors
in the Chapter 11 cases of Nebraska Book Company, Inc., et al., to
reflect that SOF-LBCW Managed Fund, LP was added to the Committee
on March 15, 2012.

The Committee now comprises:

      1. U.S. Bank National Association
         Attn: James E. Murphy
         100 Wall Street, Suite 1600
         New York, NY 10005
         Tel: (212) 361-6174
         Fax: (212) 514-6841

      2. The Bank of New York Mellon Trust Company N.A., as
         Trustee
         Attn: David M. Kerr
         101 Barclay Street
         New York, NY 10283
         Tel: (212) 815-5650
         Fax: (732) 667-9322

      3. SOF-LBCW Managed Fund, LP
         c/o Diao Capital Management LLC
         Attn: H.C. Charles Diao
         477 Madison Ave., 6th Floor
         New York, NY 10022
         Tel: (917) 342-2231
         Fax: (885) 335-2231

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure
$250 million in exit financing.


NEWMARKET CORP: S&P Withdraws 'BB+' Corp. Credit Rating at Request
------------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its ratings,
including its 'BB+' corporate credit rating, on Richmond, Va.-
based NewMarket Corp. at the company's request.


OVERSEAS SHIPHOLDING: Moody's Keeps 'B3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service lowered its Speculative Grade Liquidity
rating of Overseas Shipholding Group, Inc, ("OSG") to SGL-4 from
SGL-3 to reflect a weak near-term liquidity profile. All of
Moody's other ratings of OSG, including the B3 Corporate Family,
B3 Probability of Default and Caa1 senior unsecured ratings,
remain unchanged. The outlook is negative.

Issuer: Overseas Shipholding Group, Inc.

  Downgrades:

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

  LGD Assessments:

     Senior Unsecured Regular Bond/Debenture, Changed to 70 -
     LGD5, from 71 - LGD5

Ratings Rationale

The downgrade of the Speculative Grade Liquidity rating reflects
tightening liquidity at OSG, primarily because of the upcoming
step-down on February 8, 2013 of its unsecured revolving credit
facility to $900 million from $1.5 billion. Current drawings on
the revolver surpass $1.05 billion since OSG drew $150 million
subsequent to December 31, 2011. Moody's believes that sustained
increases in average spot tanker freight rates are not likely in
2012 because of another year of fleet growth that outweighs ton-
mile demand growth. An operating loss and negative free cash flow
in 2012 and possibly 2013 are likely based on Moody's rate
forecast. Moody's estimates that OSG will need to raise between
$350 million and $400 million to fund the aggregate of operating
losses and scheduled debt amortization through year-end 2013 and
reduction of the outstanding balance of the revolver to restore an
adequate liquidity profile, which Moody's sizes at about $150
million: $50 million of cash on hand plus $100 million of
availability on the revolver.

The SGL-4 rating represents a weak liquidity profile. OSG recently
announced that it had withdrawn its application for U.S.
Government guaranteed financing under Title XI of the U.S. Jones
Act. The financing under this program, that contemplated raising
about $400 million, was to be the avenue for OSG to reduce the
outstanding balance of its revolving credit facility to below $900
million. Abandoning this potential source of financing now
requires OSG to raise the needed capital from the bank market or
from the sale of one or more vessels or investments in operating
assets. The company will likely balance the potential of incurring
higher interest costs of bank financing but retaining investments
producing cash flows against lower interest costs and lower cash
flows if one or more of the investments were sold rather than
encumbering vessels while ship valuations are at multi-year lows.
The lowered liquidity rating also considers the potential for OSG
to need an amendment or waiver of one or more financial covenants
as early as the December 31, 2012 measurement date based on
Moody's forecast of freight rates.

The ratings outlook remains negative because of the liquidity
pressures and the weak market outlook. The negative outlook also
considers the execution risk in, and uncertain timeframe for,
monetizing shipping assets at a time of ongoing challenging
fundamental conditions in the international shipping sectors. The
Corporate Family rating remains at B3, for now, because of the
seemingly good sources of alternate liquidity. The company has the
ability to raise the amount of forecasted funds needed by pledging
a number of ships for new financing and or selling at least one
operating investment. The inability to close the liquidity gap in
a timely manner could lead to a downgrade of all of the ratings
assigned to OSG.

The asset cushion should also provide the company negotiating room
with the bank group in the event a waiver or amendment of
financial covenants is needed. The terms of the forward start
credit agreement require the removal of the add-back for treasury
stock when calculating the leverage ratio (debt-to-total
capitalization) effective with the December 31, 2012 measurement
date. Under Moody's forecast assumptions, compliance could be
tested on this covenant as early as at year end 2012 and possibly
on the minimum net worth covenant sometime in 2013 if sustained
higher spot tanker rates do not prevail.

The B3 rating balances OSG's position as a market leader in the
majority of its trades and the alternate liquidity sources it has
in hand against the increased liquidity pressure that accompanies
the abandonment of the application for Title XI financing,
anticipation of ongoing weak sector fundamentals for 2012 and
possibly 2013 and very weak credit metrics. The B3 rating also
considers the contributions of the company's Jones Act fleet,
which have helped to prevent a difficult situation from being even
worse and should continue to do so going forward. Trading the
majority of the international tankers in pools helps OSG's vessels
earn relatively higher freight rates throughout the shipping cycle
because pool trading typically increases vessel utilization.
Demands on liquidity could be even greater without this trading
strategy.

The outlook could be changed to stable once OSG strengthens its
liquidity after the stepped-down revolver becomes effective and if
improved operating results and vessel values reduce the prospect
of non-compliance with financial covenants of its mortgage
financings or of the revolving credit agreement. Sustained
improvements in credit metrics, such as Debt to EBITDA of less
than 6.5 times, Funds from Operations + Interest to Interest of at
least 3.0 times and positive free cash flow generation that is
applied to debt reduction could lead to a one notch upgrade of the
Corporate Family rating to B2. However, Moody's does not
anticipate OSG achieving these metrics levels before 2014 at the
earliest. The inability to reduce the drawn amount of the revolver
to below $880 million by February 8, 2013, to exercise the
facility's accordion feature to create availability if the drawn
amount remains above $890 million net of issued letters of credit
or to otherwise reduce the outstanding balance of the revolver by
the end of August 2012 could lead to a downgrade of the ratings.
Stabilization of the outlook requires a return to an adequate
liquidity profile. However, debt-funded fleet growth could derail
any positive ratings momentum that might accompany sustained
unexpectedly stronger freight rates that led to improved cash flow
generation.

The principal methodology used in rating [Company name] was the
Global Shipping 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.

Overseas Shipholding Group, Inc., headquartered in New York City,
NY, is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of crude oil
and petroleum products.


PANTRY INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Sanford,
N.C.-based The Pantry Inc. to stable from negative. "At the same
time, we affirmed all ratings on the company, including the 'B+'
corporate credit rating," S&P said.

"The outlook revision reflects our view that the company should be
able to maintain adequate cushion under its leverage covenant, of
about 14% to 15%, due to modest debt reduction and somewhat
stabilizing merchandising profits," said Standard & Poor's credit
analyst Andy Sookram. "Nevertheless, we see credit metrics
remaining at levels consistent with a 'highly leveraged' financial
risk profile."

"The stable outlook reflects our expectation of modest debt
reduction and about 14% to 15% cushion under its financial
covenants. We forecast somewhat stable performance in its
merchandising segment and a modest contraction in fuel margins, to
about 12.5 cents. These factors will result in debt leverage close
to 6x, funds from operations to debt of about 13%, and interest
coverage of slightly under 2.5x," S&P said.

"We could lower the ratings if weaker-than-anticipated market
conditions lead to a decline in fuel margins to 10 cents per
gallon and merchandise same-store sales decrease to negative
levels. If these were to occur, we would expect the cushion under
financial covenants to narrow to the mid-single-digit area and
leverage to increase to over 6.5x. A lower rating could also occur
if the company does not refinance its revolving credit facility on
a timely basis, which would constrain liquidity," S&P said.

"Given the company's high debt levels, an upgrade is not a near-
term consideration. However, if it reduces debt above our
expectations and improves leverage to about 4x on a sustained
basis, we could raise the ratings," S&P said.

Drivers of better credit metrics would include merchandise same-
store sales of about 10%, gross margins improving by about 100
basis points, and fuel margins staying near 12 cents.



POST STREET: Plan Confirmation Hearing Set for April 3, 4 and 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will convene a hearing on April 3, 4, and 5, 2012, at 9:30 a.m.,
to consider the confirmation of Post Street, LLC, and 240
Partners, L.P.'s First Amended Plan of Reorganization.

At the Feb. 7, status conference, the Court amended the order
dated Dec. 1, 2011, scheduling the Stage II of the Confirmation
Hearing.

Pursuant to the Amended order, March 27, at 5:00 p.m. is set as
the deadline for the Debtors and secured creditor Post Investors,
LLC to file their trial briefs and expert declarations of direct
testimony for the confirmation hearing.

As Troubled Company Reporter on Nov. 15, 2011, the Plan is
premised on an immediate infusion of cash, as new capital to the
Debtors, provided by Stanley W. Gribble, which, together with the
Debtors' Cash on hand, will be used by the Debtors, and will be in
a sufficient amount, to fund the Brooks Brothers Work, establish a
working capital reserve for the Debtors, and pay all
Administrative Priority Claims and Priority Tax Claims.

Completing the Brooks Brothers Work will satisfy key conditions
precedent to the commencement of Brooks Brothers' obligation to
open for business and pay rent under the Brooks Brothers Lease.
The increased revenue and profitability from the Property, as
stabilized by the implemented Brooks Brothers Lease, together with
the Debtors' existing assets and the New Capital Contribution,
will be sufficient to pay (1) all amounts due on the Effective
Date, and (2) all amounts that will come due under the New
Mortgage Note.  Mr. Gribble is sufficiently confident in the
Debtors' ability to pay these amounts that he is committing to
contribute Cash to the Debtors to fund the New Capital
Contribution as equity, which by definition will be junior to all
present and future creditors, including the Mortgage Lender.

Creditors holding general unsecured Claims will receive future
cash distributions equal to 100% of their respective Allowed Class
4 Claims, which will be paid in four equal quarterly installments
over the year after the Effective Date as set forth in the Plan.

The holders of Post Street Interests and Post 240 Interests will
receive no distribution on account of their existing interests in
the Debtors under the Plan.  New equity in the Reorganized Debtors
will be issued to the holder of Post Street Interests and Festival
Interests in exchange for the New Capital Contribution.

The Debtors believe that through the Plan, the holders of Claims
in impaired Classes will obtain a greater recovery than would be
available if the Debtors' assets were liquidated on the Effective
Date under chapter 7 of the Bankruptcy Code.

The Secured Mortgage Lender Claim in Class 2, General Unsecured
Claims in Class 4, Post Street Interests in Class 5, and Post 240
Interests in Class 6 are all impaired under the Plan.

The holders of Allowed Claims in Classes 2 and 4 are entitled to
vote to accept or reject the Plan.

The holders of interests in Classes 5 and 6 will receive nothing
under the Plan and are thus deemed to have rejected the Plan.

Secured Tax Claims in Class 1 and Other Priority Claims in Class
are not impaired under the Plan and the holders thereof are deemed
to have accepted the Plan.

A full-text copy of First Amended Disclosure Statement, dated
Oct. 28, 2011, is available for free at:

      http://bankrupt.com/misc/poststreet.firstamendedDS.pdf

                       About Post Street LLC

Post Street LLC, based in San Francisco, California, filed for
Chapter 11 bankruptcy (Bankr. Case No. 11-32255) on June 15, 2011.
Judge Thomas E. Carlson presides over the case.  Jeffrey C.
Krause, Esq., Eric D. Goldberg, Esq., H. Alexander Fisch, Esq.,
and Michael S. Neumeister, Esq., at Stutman, Treister and Glatt,
in Los Angeles, serves as the Debtor's bankruptcy counsel.
Nossaman LLP serves as special litigation counsel.  In its amended
schedules, the Debtor disclosed assets of $280,815 plus unknown
amount and liabilities of $56,092,852 as of the Chapter 11 filing.
The petition was signed by Stanley W. Gribble, authorized agent.

Affiliate Post 240 Partners, LP, aka Festival Retail Fund 1 228
Post Street, LP, filed for Chapter 11 bankruptcy (Bank. N.D.
Calif. Case No. 11-33788) on Oct. 19, 2011.  The Debtor estimated
both assets and debts of $50 million to $100 million.

Post Street, LLC, and Post 240 Partners, L.P., own 34.41% and
65.59% tenant in common interests, respectively, in a building
located at 228-240 Post Street, Union Square, San Francisco.


PUEBLO OF SANTA ANA: Fitch Affirms 'BB+' Rating on $21MM Bonds
--------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating on approximately $21.5
million of Pueblo of Santa Ana's outstanding enterprise revenue
bonds.  Fitch also affirms Santa Ana's 'BB' Issuer Default Rating
(IDR).  The Rating Outlook is Stable.

Ratings Supported Largely By the Strong Financial Profile:

The 'BB' IDR reflects the strong financial flexibility of Santa
Ana's enterprises, whose revenues secure the enterprise revenue
bonds, and the stable market position Santa Ana's gaming
enterprise has historically maintained in the competitive
Albuquerque market.  Santa Ana's enterprises consist of the 1,400
slot machine Santa Ana Star casino, a separate Hyatt-managed hotel
and two golf courses (together 'Enterprises'), with the casino
comprising 94% of the latest 12 month (LTM) through Dec. 31, 2011
Enterprises' EBITDA.  Santa Ana's debt to LTM EBITDA was 1.1 times
(x) at Dec. 31 and EBITDA coverage of interest and principal was
almost at 4x.  Debt metrics should continue to improve as Santa
Ana's debt amortizes quickly and future significant borrowings are
unlikely in the near term.

The Pueblo's Santa Ana Star casino continues to garner around 15%
market share in the Albuquerque market based on state reported net
slot win through the end of calendar year 2011.

Future Rating Movement Limited:

The ratings downside is limited in the near term, reflecting Sana
Ana's considerable financial cushion.  The ratings' upside is also
limited in the near-to-medium term given the Santa Ana Star's
marginal operational diversification and the competitive nature of
the Albuquerque market, with four other Pueblos operating casinos
in the area.  Mitigating these concerns somewhat is Santa Ana
Star's attractive location in close proximity to the local
population of Rio Rancho.

Stable Operations:

Santa Ana's revenues largely track the market, stabilizing in 2010
and growing about 1% in calendar 2011.  EBITDA was down 1% in
calendar 2011, which reflects a 2% uptick in operating expenses.
Fitch expects low single digit growth in revenue to continue with
the management's plans to reinvest in the property offsetting
Fitch's concerns related to the Albuquerque's difficult
competitive environment.

Liquidity Remains Strong:

Cash at the enterprise level remains well in excess of the amount
needed for casino cage cash purposes, and the Enterprises
generated positive free cash flow in 2011 (cash from operations
less capital expenditures and transfers to the tribal government).
In contrast, many Native American gaming credits exhibit free cash
flow close to zero after transfers to tribal government. The
Pueblo does not distribute per cap payments to its members,
enabling for additional flexibility with respect to governmental
budgeting and enterprise transfers to the tribe.

There are no bullet maturities within Santa Ana's capital
structure and near-term capital expenditure plans should be
covered through cash flow. Longer-term Santa Ana may pursue a
larger scale project; however, Santa Ana's strong financial
profile can support a moderate amount of additional debt that may
accompany the project without pressuring the 'BB' IDR.

Revenue Bonds:

The revenue bonds benefit from a senior security interest in the
Enterprises' net revenues and certain tax revenue of the tribe.
The pledged revenues are subject to a trustee directed flow of
funds if debt service coverage by EBITDA and pledged taxes is less
than 2x.  The one notch differential on the revenue bonds (rated
'BB+') from the IDR takes into account the Pueblo's limited
ability to incur additional pari passu debt, which is limited by
the bonds' covenants to $10 million ($20 million when including
separate carveouts for FF&E debt and "short-term debt").

Fitch affirms Pueblo of Santa Ana ratings as follows:

  -- IDR at 'BB';

  -- Enterprise revenue bonds at 'BB+'.


SALT VERDE: Moody's Cuts Rating on Sub. Gas Revenue Bonds to 'B2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Salt Verde
Financial Corporation Subordinate Gas Revenue Bonds, Series 2007
to B2 from Ba3 (under review for downgrade). The downgrade results
from the presence of a guaranteed investment agreement (GIC)
provided by MBIA Inc. (B2) that is also insured by MBIA Insurance
Corporation (B3 on review for downgrade). The rating of the Senior
Gas Revenue Bond, Series 2007 is currently A3 on review for
downgrade and is not affected by the action on the subordinate
bonds.

Principal Methodology Used

The principal methodologies used in assigning the rating were; (i)
Methodology Update: Ratings that Rely on Guaranteed Investment
Contracts and (ii) Gas Prepayment Bond Methodology both of which
can be found at www.moodys.com in the Credit Policy &
Methodologies directory, in the Ratings Methodologies
subdirectory. Other methodologies and factors that may have been
considered in the process of rating this issue can also be found
in the Credit Policy & Methodologies directory.


SANDUSKY BAY: Court Says Injunction Bid Procedurally Improper
-------------------------------------------------------------
Bankruptcy Judge Mary Ann Whipple denied, without prejudice, the
request of Sandusky Bay Construction Company for an order (i)
enjoining Colonial Pacific Leasing Corporation/G.E. Commercial
Finance and "all other persons or entities acting in concert with
them, and any other creditors of the Debtor" from pursuing
remedies based upon any guaranty or similar assurance of
performance against JLZ Construction Services, LLC, VOK and Mason
P. Olgesby III, all of whom the Debtor characterizes as its
affiliates, or (ii) extending the automatic stay pursuant to 11
U.S.C. Sec. 362 to any action of the Debtor's creditors based upon
any guaranty.  The Court said the Debtor's Motion is fatally
procedurally improper.  A request for injunctive relief must be
brought by adversary proceeding.  A copy of the Court's March 15,
2012 Order is available at http://is.gd/CgMnTdfrom Leagle.com.

Sandusky Bay Construction Company filed for Chapter 11 bankruptcy
(Bankr. N.D. Ohio Case No. 11-30303) in January 2011, listing
under $1 million in assets and debts.


SOUTHEASTERN MATERIALS: Injunction Bid v. Dennis-Lambert Denied
---------------------------------------------------------------
Bankruptcy Judge Thomas W. Waldrep, Jr., denied the Motion for
Preliminary Injunction W. Joseph Burns, Trustee of South Eastern
Materials, Inc.

Southeastern Materials had significant dealings with the Dennis-
Lambert Investments Limited Partnership, which was formed on Oct.
18, 2000, by Tony Dennis, Betty Lambert, Kay Dennis, and Charlie
Lambert for the purpose of acquiring and holding real estate
investments.  From DLI's formation until the date of the Debtor's
petition, the Debtor served as the general partner of DLI and
owned a 2% interest. Mr. Dennis, Ms. Lambert, and unspecified
members of their respective families own the remaining 98% as
limited partners.

The Trustee brought an adversary proceeding against DLI on May 19,
2011, alleging fraudulent conveyances under Sections 548 and
544(b) and N.C. Gen. Stat. Sec. 39.23.4, and unjust enrichment.
The Complaint seeks monetary damages of at least $1,500,000 and a
constructive trust on DLI's assets. Since 2008, DLI has conveyed
15 properties in a continuing liquidation effort. The Trustee
claims that a preliminary injunction is necessary to preserve its
ability to collect any judgment it might obtain.  The Trustee
seeks to bar DLI from transferring or encumbering any of DLI's
assets without approval by the Bankruptcy Court overseeing
Southeastern Materials' case.

DLI argues that the preliminary injunction sought is inappropriate
because the Trustee has a remedy at law, namely attachment under
N.C. Gen. Stat. Sections 1-144, made applicable by Federal Rule of
Civil Procedure 64. Alternatively, DLI argues that the Trustee has
not established any of the factors necessary for a preliminary
injunction.

The case is W. JOSEPH BURNS, TRUSTEE, Plaintiff, v. DENNIS-LAMBERT
INVESTMENTS LIMITED PARTNERSHIP, Defendant, Adv. Proc. No. 11-6035
(Bankr. M.D. N.C.).  A copy of the Court's March 15, 2012
Memorandum Opinion is available at http://is.gd/1RipPefrom
Leagle.com.

Southeastern Materials, Inc., manufactured wooden roof trusses,
shingles, and other roofing materials.  It sought Chapter 11
protection (Bankr. M.D.N.C. Case No. 09-52606) on December 30,
2009.  A copy of the Debtor's Chapter 11 petition is available at
http://bankrupt.com/misc/ncmb09-52606.pdfat no charge.
On June 2, 2010, the Court appointed W. Joseph Burns as Chapter 11
trustee.  On July 30, 2010, the case was converted to Chapter 7,
and W. Joseph Burns was appointed as the Chapter 7 trustee.


TBS INTERNATIONAL: Combined Hearing on Plan Resumes March 28
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will resume on March 28, 2012, at 10:00 a.m., (prevailing U.S.
Eastern time) the combined hearing to consider adequacy of the
Disclosure Statement, and the confirmation of TBS International
plc, et al.'s proposed Prepackaged Chapter 11 Plan.

As reported in the Troubled Company Reporter on Feb. 8, 2012, the
Plan implements, in effect, a silo approach with respect to the
Debtors' post-Effective Date secured obligations.  Under the
Plan:

  (1) Amounts owed pursuant to the Existing BOA Credit Agreement
and the Existing DVB Credit Agreement will be restructured into a
new term loan with two tranches -- the "New Senior Secured Cash
Pay Loan Tranche," which is a second lien term loan in the
amount of $30 million with a maturity date of September 30, 2016;
and the "New Senior Secured PIK Loan Tranche," which is a second
lien payment-in-kind/toggle term loan in the amount of
approximately $121,000,000 (which includes accrued interest and
other costs) that has a maturity date of June 30, 2017; in
addition, BOA Syndicate Lenders and DVB Syndicate Lenders will
receive all of the New Class A Common Stock, which will
represent 90% of the equity interests in New TBS Parent;

  (2) Amounts owed pursuant to the Existing Credit Suisse Credit
Agreement will be restructured into the "Amended and Restated
Credit Suisse Credit Agreement," which is a term loan in the
amount of approximately $18.2 million (plus interest and costs)
with an interest rate of LIBOR plus 300 basis points and a
maturity date of June 30, 2017, pursuant to which Credit Suisse
will receive the net cash flows and net sale proceeds
generated by the vessels that secure the Existing Credit Suisse
Credit Agreement in satisfaction of the amounts owed under the
Amended and Restated Credit Suisse Credit Agreement; and

  (3) Amounts owed pursuant to the Existing AIG Credit Agreement
will be restructured into the "Amended and Restated AIG Credit
Agreement," which is a term loan in the amount of approximately
$4.9 million that will mature at least 180 days after the
Effective Date, pursuant to which AIG will receive the net cash
flows and the net sale proceeds generated by the vessels that
secure the Existing AIG Credit Agreement in satisfaction of the
amounts owed under the Amended and Restated AIG Credit Agreement;
and

  (4) The Debtors will assume the RBS Settlement Agreement during
the Chapter 11 Cases and fully perform any remaining obligations
in connection therewith.

The Court also directed the U.S. Trustee not to appoint any
statutory committee in the cases prior to March 17, provided,
however, that the U.S. Trustee may solicit unsecured creditors
prior to such date to gauge their interest in serving on a
committee.

                     About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.  Cardillo & Corbett serves as special
maritime and corporate counsel, Garden City Group serves as
administrative agent and Gibson, Dunn & Crutcher as counsel.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.

No official committee has yet been appointed by the Office of the
United States Trustee.


VERSO PAPER: S&P Rates $200-Mil. ABL and Credit Facilities 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating (two notches higher than the corporate credit rating) to
Verso Paper Holdings LLC's new $150 million asset-based revolving
loan facility (ABL) and $50 million revolving credit facility. "We
assigned a '1' recovery rating to the facilities, indicating our
expectation for very high (90% to 100%) recovery of principal in
the event of payment default," S&P said.

The new credit facilities will replace the company's existing $200
million revolving credit facility which matures on August 1, 2012.

"The 'B' corporate credit rating on Verso Paper reflects our view
of the company's 'highly leveraged' financial risk and 'weak'
business risk. Our ratings incorporate the company's limited
product diversity, substitution risks due to changing customer
preferences for greater electronic content, and vulnerability to
fluctuations in input costs and selling prices. In addition,
despite our expectation that credit measures will remain somewhat
weak over the next year, we expect liquidity to remain adequate,
attributable to its cash position, new credit facilities, and
manageable near-term debt maturity profile following the company's
plans to use proceeds from the issuance of $345 million of notes
due 2019 to extend $315 million of its 2014 maturities," S&P said.

Verso's core business is as a producer of coated freesheet and
coated groundwood papers serving customers in the catalog,
magazine, inserts, and commercial-print markets.

Ratings List

Verso Paper Holdings LLC
Corporate credit rating                         B/Stable/--

New Rating
$150 mil asset-based revolving loan facility    BB-
  Recovery rating                                1
$50 mil revolving credit facility               BB-
  Recovery rating                                1


WASHINGTON MUTUAL: Completes Chapter 11 Restructuring Process
-------------------------------------------------------------
Washington Mutual, Inc. disclosed that its Seventh Amended Joint
Plan of Affiliated Debtors Pursuant to Chapter 11 of the United
States Bankruptcy Code (as modified, and as confirmed by order,
dated Feb. 23, 2012, the "Plan"), became effective, marking the
successful completion of the chapter 11 restructuring process.

In connection with the Plan becoming effective, the Company will
commence the distribution of funds of approximately $7 billion to
parties-in-interest on account of their allowed claims and the
distribution of substantially all of the stock in the reorganized
company to equity holders.  The Company's common stock, traded
over the counter under the ticker symbol WAMUQ, has been
cancelled.

As a result of the Plan becoming effective, WMI has emerged as a
newly reorganized company, WMI Holdings Corp., which will consist
primarily of WM Mortgage Reinsurance Company, Inc., a wholly owned
subsidiary of WMI that is incorporated in Hawaii, and which will
be funded by a $75 million contribution from certain WMI
creditors.  In addition, the Company will have access to a $125
million senior credit facility to be used for working capital and
permitted acquisitions and originations in the financial services
sector.  Initially, the primary business of WMI Holdings will be a
legacy reinsurance business that is currently operated in runoff
mode by WMMRC.

"The outcome of this process is a significant achievement for the
equity holders of WMI, who will have the opportunity to benefit
from an ownership interest in the reorganized company," said
Michael Willingham, Chairman of the Official Committee of Equity
Security Holders for WMI and a member of the Board of Directors of
WMI Holdings.  "The new Board of Directors will form a Corporate
Strategy and Development Committee to begin exploring
opportunities available to the Company to enhance the value of the
reorganized Company's assets for the benefit of the company's new
shareholders."

As previously announced, Michael Willingham, Diane Glossman, Mark
Holliday, Gene Davis, Timothy Graham, Steve Scheiwe, and Michael
Renoff will comprise the Board of Directors of WMI Holdings.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent $232.8
million on bankruptcy professionals since filing its Chapter 11
case in September 2008.


WEIRTON MEDICAL: Moody's Cuts Bond Rating to 'B3;' Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from Ba3 the long-
term bond rating assigned to Weirton Medical Center's (WMC) $20.3
million of outstanding bonds issued by the Weirton Municipal Hosp
Bldg Commission, WV. The Series 2001B variable rate demand bonds
are jointly supported by Weirton Medical Center and secured by a
letter of credit from PNC Bank. The enhanced rating on the Series
2001B bonds is Aa3/VMIG1. The outlook is negative.

Summary Rating Rationale

The rating downgrade to B3 from Ba3 is attributed to a very large
operating loss and cash flow deficit through seven months of
fiscal year (FY) 2012 driven by methodology change in its
accounting for contractual reserves, revenue cycle impairment and
continued outpatient volume declines. The negative outlook
reflects expected continuation of operating losses, and the
uncertainty of the ability of WMC to quickly turn around
operations and sustain improved performance over the longer term
given a challenging payer mix, competitive environment and weak
service area demographics. Furthermore, WMC maintains very thin
headroom under covenants under its letter of credit agreement.
Discussions are underway with the banks to request a waiver for
violation of the debt service coverage ratio.

Challenges

* First seven months of fiscal year (FY) 2012 show significant
deterioration of operations with an operating loss of $10.5
million (-22.5% operating margin) following a loss of $2.5 million
(-2.6% operating margin) in FY 2011. WMC posted the largest to-
date, operating cash flow deficit of $7.9 million (-17.0%
operating cash flow margin) through seven months FY2012 following
a modest $1.5 million (1.6% operating cash flow margin) operating
cash flow generation in FY 2011

* Significant revenue contraction by 14% or $7.9 million through
seven months of FY 2012. According to management, the decline was
attributed to the increase in contractual reserves from a
methodology change and adjustment to prior year reserve levels
based on expected cash collections, decline in outpatient imaging
volume to a physician owned long-term acute care hospital, and an
impaired revenue cycle function related to payment authorization
and collection procedures. Management has outlined a turnaround
plan that addresses each of these issues

* Turnover in key management positions, including three CFOs
during the past two years; management also terminated engagement
with Quorum Health Resources prior to completion of 2-year
contract

* Aging operating service area with negative population growth in
Weirton from 2000 through 2010, below state and national average
property values and median income levels

STRENGTHS

* As of January 31, 2012, unrestricted cash and investments
increased slightly to $38.7 million due to the increased draw on a
line of credit, resulting in favorable 147 days, 167% cash-to-debt
and 97% cash-to-comprehensive debt from $36.3 million unrestricted
at FYE 2011. Adjusted to excluded the draws on line of credit
which is secured by a first lien security interest in the
hospital's funded depreciation account, days cash would decline to
72, cash-to-debt would be 139%, and cash-to-comprehensive debt
would be 90.8%. As of January 31, 2012, WMC had total draws on
line of credit of $6.3 million of the available $7.0 million line

* Debt service reserve fund of approximately $1.6 million remain
untouched through February 2012

* Sole inpatient provider serving Hancock and Brooke Counties in
West Virginia with market position protected by CON laws in the
state

Outlook

The negative outlook reflects continued operating losses, very
thin headroom under financial covenants and the uncertainty and
challenge of continuing to improve and sustain improved operating
performance over the longer term given a challenging payor mix,
competitive pressures, and weak service area demographics.

WHAT COULD MAKE THE RATING GO - UP

Successful implementation of turnaround plans resulting in notable
improvement in operating performance and ability to sustain
improved levels for multiple years, material growth in cash
outside of line of credit borrowing; material improvement in
liquidity and debt service coverage ratios

WHAT COULD MAKE THE RATING GO - DOWN

Continued declines in operating performance, weaker debt service
coverage measures; decline in unrestricted cash, significant
unexpected debt issuance including bank lines or other forms of
borrowings without commensurate increase in cash and cash flow
generation

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in February 2008.


WILCOX EMBARCADERO: Amends Application to Employ Gabrielson
-----------------------------------------------------------
Wilcox Embarcadero Associates, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of California an amended
application to employ Gabrielson & Company in response to the U.S.
Trustee's objection filed on Feb. 17, 2012.

The Debtor attached to its application an amended declaration of
Michael R. Gabrielson in support of application to employ
Gabrielson & Company as accountant.  Coincident to the filing of
the application, proposed counsel for the Debtor will serve a copy
of the proposed order on the U.S. Trustee.

Gabrielson will:

   a. assist the Debtor in the preparation of required financial
   reports to the Court and parties-in-interest, including monthly
   operating reports; and

   b. consult and advise with respect to any other tax and
   accounting matter the Debtor believes are relevant to the
   administration of the bankruptcy estate.

Michael R. Gabrielson has agreed to undertake the matter at his
standard hourly rate of $325.

Mr. Gabrielson assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code .

                About Wilcox Embarcadero Associates

Wilcox Embarcadero Associates, LLC, filed a Chapter 11 petition in
Oakland (Bankr. N.D. Calif. Case No. 12-40758) on Jan. 26, 2012.
Wilcox operates a commercial building, leasing warehouse,
wholesale, retail and office space.  Wilcox operates in the Bay
Area and has been in business for 10 years.  The Debtor says it is
a single asset real estate case.

Steele, George, Schofield & Ramos LLP represents the Debtor in its
restructuring efforts.

In its schedules, The Debtor disclosed $10.2 million in assets and
under $8.6 million in liabilities.  The Debtor's property
secures an $8.55 million debt to Wells Fargo and Owens Mortgage
Investment Fund, LP.

The Debtor said it incurred financial difficulty when its primary
lender, the holder of the First Deed of Trust, refused to extend,
modify or refinance the loan. The Debtor is in negotiations with a
new lender to take out the lender, but needs more time to
accomplish this task.

Judge Roger L. Efremsky presides over the case.


WILLBROS GROUP: S&P Keeps 'B-' Corp. Credit Rating on Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services is keeping all of its ratings
on Willbros Group Inc., including the 'B-' corporate credit
rating, on CreditWatch with negative implications. The ratings
were placed on CreditWatch on March 2, 2012.

"On March 15, 2012, the company announced that it was delaying
filing its 10-K for the fiscal year ended Dec. 31, 2011. The
company has determined that a material weakness existed in its
controls of its accounting for income taxes, including its tax
provision and related tax assets and liabilities. However, the
company expects it will be able to file by the extension end date
of March 30, 2012," S&P said.

"We could lower the corporate credit rating if the company doesn't
file its 10-K in the next 11 days," Standard & Poor's credit
analyst Robyn Shapiro said.

"Additionally, the CreditWatch reflects our belief that the
company is at risk of violating its maximum total leverage ratio
covenant under its bank credit agreement if it does not
meaningfully improve EBITDA or sell assets," she added.

The rating also reflects concerns regarding the company's weak
credit protection measures and pending litigation involving
discontinued Nigerian operations.


WINDOW FACTORY: Section 341(a) Meeting Continued Until April 3
--------------------------------------------------------------
Tiffany Carroll, Assistant U.S. Trustee for Region 15 has
continued until April 3, 2012, at 11:00 a.m., the meeting of
creditors in the Chapter 11 case of Window Factory, Inc.  The
meeting will be held at 402 W. Broadway, Emerald Plaza Building,
Suite 660 (B), Hearing Room B, San Diego, California.  A creditors
meeting was convened on Feb. 16.

On Dec. 8, 2011, American Integrity Corp., Ajit Ahooja, and Herde
Computer Services signed involuntary Chapter 11 petitions for The
Window Factory, Inc., (Bankr. S.D. Calif. Case No. 11-19842).
Judge Laura S. Taylor presides over the case.  Jeffrey D.
Schreiber, Esq., at The Schreiber Law Firm, serves as counsel to
the petitioning creditors, which allege $407,000 in total claims.


WINCHESTER'S HIGHLAND: Files for Chapter 11 in New Haven
--------------------------------------------------------
Oxford, Connecticut-based Winchester's Highland Ridge Estates
L.L.C. filed a bare-bones Chapter 11 petition (Bankr. D. Conn.
Case No. 12-30612) in New Haven on March 16, 2012.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101 (51B), disclosed $14.8 million in assets and liabilities
of $9.07 million.  The Highlands Ridge Estates and St. Anne's
Country Club., a residential land development and golf course, is
valued at $14.8 million and serves as collateral to a $6.7 million
first lien debt to TISSA Funding Corp.  A copy of the schedules
attached to the petition is available at
http://bankrupt.com/misc/ctb12-30612.pdf

The Debtor is represented by Kenneth E. Lenz, Esq., at The Lenz
Law Firm, in Orange.


WINCHESTER'S HIGHLAND: Case Summary & Creditors List
----------------------------------------------------
Debtor: Winchester's Highland Ridge Estates L.L.C.
        23 Oxford Road
        Oxford, CT 06478

Bankruptcy Case No.: 12-30612

Chapter 11 Petition Date: March 16, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Kenneth E. Lenz, Esq.
                  THE LENZ LAW FIRM
                  P.O. Box 965
                  236 Boston Post Road 2nd Floor
                  Orange, CT 06477
                  Tel: (203) 891-9800
                  Fax: (203) 799-0681
                  E-mail: bkyecf@lenzlawfirm.com

Scheduled Assets: $14,800,000

Scheduled Liabilities: $9,079,668

The petition was signed by Aurora Rosa, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Winchester Estates, L.L.C.            12-30611            03/16/12

Winchester's Highland's List of Its Two Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Aurora Rosa                        Money Lent           $2,000,000
27 Belinsky Circle
Oxford, CT 06478

TD Bank, N.A.                      Loan                   $175,000
32 Chestnut Street
Lewiston, ME 04240


WP EVENFLO: Moody's Upgrades CFR to 'Caa1'; Outlook Positive
------------------------------------------------------------
Moody's Investors Service upgraded WP Evenflo Holdings, Inc.'s
corporate family rating to Caa1 from Caa2, the probability of
default rating to Caa1 from Caa2, and the rating on the senior
secured bank debt to B3 from Caa1. The ratings outlook was revised
to positive from negative.

Ratings upgraded:

Corporate family rating to Caa1 from Caa2

Probability of default rating to Caa1 from Caa2

$40 million senior secured revolving credit facility due 2013 to
B3 (LGD3, 39%) from Caa1 (LGD3, 43%)

$17.5 million first lien term loan due 2013 to B3 (LGD3, 39%)
from Caa1 (LGD3, 43%)

Ratings Rationale

The ratings upgrade was prompted by Evenflo's January 2012 sale of
its feeding business, excluding Ameda breast pumps, to Kimberly-
Clark Mexico, S.A.B de C.V. ("KMC") and the subsequent use of
proceeds to pay down debt. The ratings upgrade reflects material
debt reduction as the total debt balance was reduced by over $100
million. In Moody's opinion, the transaction also improves
Evenflo's pro forma credit metrics. The ratings upgrade also
captures Moody's view that the company's liquidity profile has
improved, owing to increased availability under the revolving
credit facility and enhanced covenant cushion as per an amendment
to the credit agreement that was completed as part of the asset
sale. However, there is refinancing risk since the revolving
credit facility and remaining term loan balance still mature on
February 7, 2013. The rating also considers that while the
remaining business is only somewhat smaller from a revenue
perspective, its margins are narrower than the pre-sale business.

In addition to refinancing risk, Evenflo's Caa1 corporate family
rating captures substantial customer concentration, the mature
nature of the juvenile/infant product category, competition from
well capitalized companies, product recall risk, and general
product liability risk.

Moody's estimates pro forma leverage of 5.0 times for 2011
(incorporates Moody's standard adjustments, partial debt treatment
for the preferred stock, and estimates of the post-sale EBITDA and
balance sheet), which is generally good for the ratings category.
Leverage falls to approximately 3.0 times when excluding the
preferred stock adjustment. The rating also derives support from
Evenflo's established position as a seller of infant and juvenile
products, strong brand recognition, and long-standing
relationships with key retail customers.

The positive outlook reflects Moody's view that after the feeding
business sale, Evenflo is in a better position to refinance its
debt maturities given substantial debt reduction and its improved
short-term liquidity.

The ratings could be downgraded if Evenflo's revenue and
profitability deteriorate, its liquidity position weakens, or it
appears unlikely that it will be able to refinance its debt
maturities.

Moody's could upgrade the ratings if Evenflo timely refinances its
debt maturities.

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

Headquartered in Miamisburg, Ohio, WP Evenflo is a leading
provider of infant and juvenile products including car seats
(convertible, booster, and infant), on-the-go products (strollers,
travel systems, and portable playards), breast pumps, and playtime
products (carriers, stationary activity centers, and safety
gates).


ZAYO GROUP: Moody's Reviews 'B2' Corp Family Rating for Downgrade
-----------------------------------------------------------------
Moody's Investors Service has placed the ratings of Zayo Group LLC
on review for downgrade following the company's announcement of a
definitive agreement to acquire AboveNet, a provider of high
bandwidth connectivity, for approximately $2.2 billion. The
company's ratings were placed on review for downgrade based upon
Moody's expectation that the transaction will likely be largely
debt-financed, which will stress Zayo's credit metrics and cash
flow profile. The transaction is expected to close in three months
and Moody's anticipates concluding the review within that
timeframe.

Ratings Rationale

Zayo's B2 corporate family rating reflects the company's strong
growth profile, its stable base of contracted recurring revenues
and its valuable fiber optic network assets. The acquisition of
AboveNet will more than double Zayo's revenues and allow the
company to compete more effectively in the enterprise segment
given AboveNet's product offerings, sales force and network
infrastructure.

The post-merger combined company will have greater scale, broader
reach and wider capabilities. However, Moody's estimates that
leverage will increase by approximately 1.5x (Debt/EBITDA, Moody's
adjusted) and the company's transition to positive free cash flow
could be delayed beyond the rating horizon.

Moody's review will focus on the timeframe required for Zayo to
transition to positive free cash flow, the company's ability to
reduce leverage and the company's liquidity profile following the
transaction close. This deal increases the company's execution
risk, which was already elevated following Zayo's $345 million
acquisition of 360networks in November of 2011.

Moody's could lower Zayo's ratings if liquidity becomes strained
or if the company is not able to demonstrate a near-term path to
positive free cash flow. Additionally, the ratings could be
lowered if the post-close capital structure results in leverage
exceeding 5x (including Moody's standard adjustments) for an
extended time period.

The ratings could be confirmed if Zayo demonstrates a credible
path that would result in leverage below 5x and a transition to
sustainable positive cash flow within 18-24 months.

The principal methodology used in rating Zayo Group LLC was the
Global Communications Infrastructure Industry Methodology
published in June 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009 or the Government-
Related Issuers methodology published in July 2010.

Headquartered in Louisville, Colorado, Zayo Group is a provider of
Bandwidth Infrastructure and network-neutral interconnection
services, predominantly in the Northeastern US with a smaller
presence in the Southeast, Midwest and Northwest regions. The
company operates through its three primary operating units - Zayo
Bandwidth, zColo and Zayo Fiber Solutions. In October 2011, the
company announced that it was acquiring 360networks for $345
million. In March 2012, the company entered a definitive agreement
to purchase AboveNet for $2.2 billion. Zayo generated about $319
million in revenues for the last twelve months ended December 31,
2011.


* Moody's Says Liquidity Stress-Index Holds Steady
--------------------------------------------------
Moody's Liquidity-Stress Index (LSI) held steady at 4.1% in mid-
March from its February level. It remains at a historically low
level, says Moody's Investors Service in its latest SGL Monitor.

"The Liquidity -- Stress Index for the US and Canada remains
within the tight range it has held for the past year, and is just
slightly higher than the 3.9% record-low posted in June to August
2011," said John Puchalla, a Moody's Vice President -- Senior
Credit Officer. "The index, which increases when speculative-grade
liquidity appears to decrease, continues to signal that liquidity
levels are healthy for high-yield companies and the default rate
should remain low."

"Corporates seem to be managing current liquidity pressures,"
added Puchalla, "And investor thirst for yield, which is powering
the recent high-yield bond issuance boom, seems to indicate that
the LSI will remain low."

Moody's proprietary Liquidity-Stress Index falls when corporate
liquidity appears to improve and rises when it appears to weaken.

Moody's notes that the US speculative-grade default rate is more
highly correlated with the LSI than with its Speculative-Grade
Liquidity (SGL) rating downgrade rate. Thus, even though monthly
SGL downgrades have continued to outnumber upgrades since mid-
2011, the dip in the LSI from a recent peak of 4.5% in December
2011 is consistent with Moody's projection that the US
speculative-grade default rate will start to decline in November
2012.

An SGL rating is an assessment of a speculative-grade company's
intrinsic liquidity position over the coming 12-15 months.

Moody's Covenant-Stress Index (MCSI) declined slightly in February
to 2.7% - from 2.9% in January - with the low reading reflecting
increased covenant headroom for corporates. The Index remains up
from the recent low of 1.8% recorded in July and August 2011 but
well off the high of 17.3% posted in March 2009.

The index measures the extent to which speculative-grade companies
are likely to default or have already defaulted on covenants, and
rises when covenant cushion appears to decrease.


* Moody's Says Las Vegas Strip Gaming Recovery Gaining Traction
---------------------------------------------------------------
The recovery of the Las Vegas Strip is gaining traction as visitor
numbers increase, with hotels reaping the most benefit, says a new
report by Moody's Investors Service. Nearly 40 million people
visited Las Vegas in 2011, close to the 2007 peak.

"After suffering through a deep trough during the recession when
visitor volume declined as new capacity came online, the Las Vegas
recovery is underway," said Peggy Holloway, a Moody's Vice
President -- Senior Credit Officer. "Hotels are benefiting from
increased visitor numbers that permit higher room rates, while
gaming revenues are recovering, albeit more slowly."

The report notes several improving trends in 2011 including a 4.3%
rise in visitor volume from 2010, a 3.5% increase in slot revenue
and a 3.4% increase -- the first since 2007 -- in hotel occupancy.
The improvements are supported by low growth in hotel room supply
which gives operators more pricing power, says Moody's.

Still, rising gas prices could endanger the recovery as money that
consumers would spend at the casino could be deployed to fuel
spending. With crude oil currently trading at its highest level
since 2008 and high gasoline prices, consumers could pull back on
discretionary spending and travel to Las Vegas, says the report.

The pace of the recovery will determine the success of companies
that rely on the Strip for a large portion of their revenues, says
Moody's. The report highlights MGM Resorts International, Caesar's
Entertainment, American Casino, Entertainment Properties and
CityCenter.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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.


                  *** End of Transmission ***