TCR_Public/120323.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, March 23, 2012, Vol. 16, No. 82

                            Headlines

A.C. PHILLIPS: Section 341(a) Meeting Scheduled for March 27
A.C. PHILLIPS: BoA & DiB Want to Pursue Suit vs. Non-Debtor
AE BIOFUELS: Has 5-Year License to Sell Glycerin in India
AES EASTERN: Has Until March 23 to File Schedules and Statements
AES EASTERN: No Competing Offers for Two Plants

AES EASTERN: Wants Until July 27 to Decide on Unexpired Leases
ALERE INC: S&P Rates Incremental Term Loan 'BB-'; Outlook Negative
ALON USA: S&P Rates New $700 Million Term Loan 'B+'
ALT HOTEL: Has Access to Cash Collateral Until March 25
AMERICAN WEST: Gets Court's Interim Nod to Use Cash Collateral

AMERICAN WEST: Court Okays Payment of Critical Vendors
AMN HEALTHCARE: S&P Affirms 'B+' Corporate Credit Rating
ANEJO LLC: Case Summary & 20 Largest Unsecured Creditors
AVETA INC: S&P Rates $550-Mil. Secured Credit Facility 'B+'
BMT HOLDINGS: Case Summary & 4 Largest Unsecured Creditors

CAMARILLO PLAZA: Court OKs Sergio Salinas as Bookkeeper
CARRIZO OIL: S&P Raises Rating on Senior Unsecured Notes to 'B-'
CENTURY PLAZA: Court OKs Faegre Baker to Assist in Tax Appeal
CENTURYLINK INC: S&P Keeps BB Corp. Credit Rating; Outlook Stable
CHARLES STREET: Case Summary & 20 Largest Unsecured Creditors

CIRCUS & ELDORADO: Moody's Comments on Restructuring Agreement
CIT GROUP: DBRS Assigns Senior Unsecured Notes at 'BB'
CLIFFS CLUB: Committee Taps Bingham McCutchen as Lead Counsel
CLIFFS CLUB: Gets Final OK to Incur $7.5MM DIP Loan from Carlile
CLIFFS CLUB: Has Go Signal for Carlile-Led Auction on April 23

COMMUNITY SHORES: Bruce Essex Discloses 3.4% Equity Stake
CONTINENTAL AIRLINES: S&P Retains 'B' Corporate Credit Rating
COREL CORP: S&P Rates $73.4-Mil. Proposed Extended Loans 'B-'
COSTA BONITA: Court OKs Luis Carrasquillo as Accountant
COSTA BONITA: Files Schedules of Assets and Liabilities

DEAN FOODS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
DELTA PETROLEUM: Files Schedules of Assets and Liabilities
DIECAST REALTY: Case Summary & 3 Largest Unsecured Creditors
EASTMAN KODAK: Bankruptcy Court Lifts Stay on RIM Suit
EASTMAN KODAK: Retirees Say Termination of Benefits Premature

EASTMAN KODAK: Opposes Fujifilm Request to Pursue Patent Suit
ECOSPHERE TECHNOLOGIES: Jimmac Lofton Appointed as Director
ENERGY CONVERSION: Committee Taps Foley & Lardner as Counsel
ENERGY CONVERSION: Unit Files Schedules of Assets and Liabilities
ENERGY CONVERSION: Honigman Miller OK'd as Bankruptcy Counsel

EVEREADY INSURANCE: A.M. Best Downgrades FSR to 'C'
FASTSHIP INC: Case Summary & 20 Largest Unsecured Creditors
FLORES & FOLEY: Files for Chapter 11 Bankruptcy Protection
FOOT LOCKER: S&P Ups Corp. Credit Rating to 'BB'; Outlook Stable
FORD MOTOR: S&P Rates RMB$1-Bil. Senior Unsecured Notes 'BB+'

FRIENDLY ICE CREAM: Plan Outline Hearing Scheduled for April 20
FRONTIER COMMS: Improvement on Credit Cues Fitch to Affirm Ratings
GAC STORAGE: Tags Shaw Gussis as Lead Counsel
GORDIAN MEDICAL: U.S. Trustee Appoints 5-Member Creditors' Panel
GREAT ATLANTIC: S&P Gives 'B-' Corp. Credit Rating on Ch. 11 Exit

GREATER OPEN: Case Summary & 20 Largest Unsecured Creditors
GRUBB & ELLIS: Has Final Order Approving BGC DIP Loan
GULFSTREAM INT'L: Liquidating Trustee Taps VPL as Special Counsel
GUN LAKE: Moody's Reviews 'B3' CFR for Possible Upgrade
H&S JOURNAL: Chap. 11 Trustee Hires Maltz to Sell NJ Property

HARTFORD FINANCIAL: Fitch Holds Rating on Two Jr. Debentures at BB
HARVEST OAKS: Court Confirms Chapter 11 Plan
HERCULES OFFSHORE: Moody's Raises Corporate Family Rating to 'B3'
HERCULES OFFSHORE: S&P Rates $300-Mil. Senior Secured Notes 'B+'
IH-2 LLC: Court OKs Ravich Mayer as Attorney

INVESTORS LENDING: Unsecured Creditors Have 2 Options Under Plan
INVESTORS LENDING: Wins Approval to Renew Existing Loan with UCB
INVESTORS LENDING: Amends Schedules of Assets and Liabilities
JOBSON MEDICAL: Gets Final Court Approval to Use Cash Collateral
L.A. FITNESS: Case Summary & 10 Largest Unsecured Creditors

LACY STREET: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROTHERS: Proposes $423-Mil. Reserve for Citadel Claim
LEHMAN BROTHERS: Receives $1.534 Billion From HK Affiliate
LEHMAN BROTHERS: Receives $850-Mil. for Neuberger Stake
LEHMAN BROTHERS: Creditors Committee Backs Bermuda Unit Deal

LEHMAN BROTHERS: Creditors Committee Backs IRS Deal
LEVI STRAUSS: Fitch Affirms 'B+' Issuer Default Rating
LOCATION BASED TECHNOLOGIES: Kenneth Fronk Named CFO
LONG BEACH: Case Summary & 15 Largest Unsecured Creditors
M WAIKIKI: Holthouse Carlin Approved as Tax Return Preparer

M WAIKIKI: Says Marriott's Chapter Plan Cannot be Confirmed
MAALOUF ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
MEDIA GENERAL: Moody's Continues to Review 'B3' CFR for Downgrade
MEDIA GENERAL: Maturity of $363-Mil. Bank Debt Extended to 2015
MERCURY PAYMENT: Moody's Upgrades Corp. Family Rating to 'B1'

MERISANT CO: S&P Raises Corporate Credit Rating to 'B'
MF GLOBAL: Hedge Funds Appeal Sec. 761-767 Ruling
MF GLOBAL: Senators Balk at Bonuses for 3 Executives
MF GLOBAL: Futures Customers Object to Claims Assignment
MILAGRO OIL: S&P Cuts Corp. Credit Rating to 'CCC+'; Outlook Neg

MMM HOLDINGS: Moody's Rates $550MM Sr. Sec. Credit Facility 'B1'
MOMENTIVE PERFORMANCE: S&P Affirms 'B-' Corporate Credit Rating
MOMENTIVE SPECIALTY: Has $450 Million Indenture with Wilmington
MONTEPIO GERAL: DBRS Confirms Intrinsic Assessment at 'BB'
NATIONAL HOLDINGS: Messrs. Ortega and Plimpton Elected to Board

NEW CITY: Case Summary & 3 Largest Unsecured Creditors
NEW ENTERPRISE: S&P Affirms 'B-' Corporate Credit Rating
OLD COLONY: Gets Court's OK for Lloyd B McManus as Accountant
PEAK BROADCASTING: Emerges From Chapter 11 Bankruptcy Protection
PHILADELPHIA ORCHESTRA: Names Two New Executive Officers

PINNACLE AIRLINES: Amends Management Pacts with CEO and COO
PJCOMN ACQUISITION: To Sell All Papa John's Outlets
PONTIAC CITY SCHOOL: Moody's Reviews B3 GOLT Rating for Downgrade
RANCHES HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
R.E. LOANS: Texas Court Won't Transfer Case to California

R.E. LOANS: Hearing on Ch. 11 Trustee Appointment Set for April 24
RESIDENTIAL CAPITAL: S&P Retains 'CC' Ratings on Watch Negative
REXNORD LLC: S&P Puts 'B' Corp. Credit Rating on Watch Pos on IPO
ROCK POINTE: U.S. Trustee Unable to Form Committee
SAAB CARS: Donlin Recano Retained as Claims & Noticing Agent

SEARCHMEDIA HOLDINGS: Appoints Jeffrey Ren to Board of Directors
SEARCHMEDIA HOLDINGS: Has Until May 21 to Comply with NYSE Rules
SOUTHERN SKY: Files for Chapter 11 Bankruptcy Protection
STATE FAIR OF VIRGINIA: Tavenner Named as Interim Ch.7 Trustee
STONE ENERGY: S&P Keeps 'B' Rating on Senior Unsecured Notes

STRATUS MEDIA: Amends Form S-1 Registration Statement
TASC INC: S&P Lowers $640-Mil. Secured Term Loan Rating to 'BB-'
TAXMASTERS INC: Files for Chapter 11 Bankruptcy Protection
TELKONET INC: To Restate Prior Reported Financial Statements
TH PROPERTIES: Prepares for Comeback After Winning Plan Approval

TRAILER BRIDGE: Judge Approves Bankruptcy-Exit Plan
TRAINOR GLASS: Turner et al. Ask for Service of Notices
UNITED RETAIL: Yakima County Treasurer Objects to Assets Sale
USG CORP: Reports Preliminary Results for January and February
UTEX COMMUNICATIONS: Reorganization Case Converted to Chapter 7

VITERRA INC: Moody's Reviews 'Ba1' Ratings for Upgrade
WINGATE AIRPORT: Court Dismisses Chapter 11 Case

* Moody's Says Feb. US Credit Card Deliquencies Hit Record Low
* Moody's Says Canada Life Insurance Sector Outlook is Stable

* Renovo Capital Relocates Dallas Office

* BOOK REVIEW: All Organizations Are Public



                            *********

A.C. PHILLIPS: Section 341(a) Meeting Scheduled for March 27
------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
of A.C. Phillips Family Properties, Ltd. on March 27, 2012, at
9:00 a.m.  The meeting will be held at the Office of the U.S.
Trustee, 1100 Commerce St., Room 976, Dallas, Texas.

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.

An involuntary petition was filed against A.C. Phillips Family
Properties, Ltd. (Bankr. N.D. Tex. Case No. 11-37792) on Dec. 6,
2011, by Bank of America and Do It Best Corp.  No trustee has been
appointed in the Chapter 11 case.


A.C. PHILLIPS: BoA & DiB Want to Pursue Suit vs. Non-Debtor
-----------------------------------------------------------
Bank of America, N.A., and Do it Best Corp. seek relief from
the automatic stay in order to sever the debtor A.C. Phillips
Family Properties, Ltd., as a party to a pending State Court
Lawsuit so that BoA and DiB may proceed against the non-debtor
party, Phillips Lumber Company, Inc., in the State Court Lawsuit.

BoA filed a complaint against A.C. Phillips Family Properties,
Ltd., in July 2010 in Texas state court.  The only other remaining
defendant in the State Court Lawsuit is Phillips Lumber Company,
Inc.  BoA filed the State Court Lawsuit as a result of Phillips
Lumber's and the Debtor's failure to satisfy debts owed to BoA
that matured earlier in 2010.  In early 2011, DiB intervened in
the State Court Lawsuit to pursue its claims against Phillips
Lumber and the Debtor.

On April 5, 2011, the State Court signed a partial summary
judgment awarding BoA $1.688 million (plus attorneys' fees, pre-
and post-judgment interest, and court costs) against Phillips
Lumber and the Debtor.  On April 6, 2011, the State Court signed a
partial summary judgment awarding DiB $4.2 million (plus post-
judgment interest) against Phillips Lumber and the Debtor.
Phillips Lumber and the Debtor are jointly and severally liable
under both summary-judgment orders.

An involuntary petition was filed against A.C. Phillips Family
Properties, Ltd. (Bankr. N.D. Tex. Case No. 11-37792) on Dec. 6,
2011, by Bank of America and Do It Best Corp.  No trustee has been
appointed in the Chapter 11 case.  The State Court has
administratively closed the State Court Lawsuit subject to stay
relief allowing the parties to sever the Debtor and proceed
against Phillips Lumber.


AE BIOFUELS: Has 5-Year License to Sell Glycerin in India
---------------------------------------------------------
Aemetis, Inc., formerly known as AE Biofuels, Inc., announced
that its Universal Biofuels Pvt. Ltd. (UBPL), has received a five-
year Pharmacopoeia license to expand its current refined glycerin
production to manufacture pharmaceutical grade glycerin at its
approximately 15,000 metric tons per year processing facility in
Kakanada, India.

Currently, UBPL is selling its refined glycerin into domestic
industrial chemical markets at the U.S. dollar equivalent of
approximately $800 per metric ton.  The five-year license to
manufacture pharmaceutical grade glycerin enables UBPL to expand
into additional Indian industrial markets, including the large
generic and branded pharmaceutical and personal care industries.

"With the ability to manufacture, sell and distribute
pharmaceutical-grade glycerin, we are increasingly well positioned
to provide glycerin, natural oils, and renewable fuels to a
diverse range of industries and sectors with our products," said
Sanjeev Gupta, chairman and managing director of Universal
Biofuels.  "By investing in additional technology at our facility,
our bio-refinery can quickly adapt to changing customer
requirements and address both well-established and emerging
markets."

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt
about AE Biofuels' ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring losses, and has a
working capital deficit and total stockholders' deficit as of
December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.  The Company has not filed financial reports after
filing its Form 10-Q for the quarter ended Sept. 30, 2010.


AES EASTERN: Has Until March 23 to File Schedules and Statements
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until March 23, 2012, AES Eastern Energy, L.P., et al.'s time to
file their (i) schedules of assets and liabilities; (ii) schedules
of current income and expenditures; (iii) schedules of executory
contracts and unexpired leases; and (iv) statement of financial
affairs.

As reported in the Troubled Company Reporter on March 16, 2012,
the Debtors explained that they need more time to complete and
compile the information gathered.

                        About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  AES Eastern Energy estimated $100 million to $500
million in assets and $500 million to $1 billion in debts.

Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., are legal counsel to AES Eastern Energy and
affiliates.  WeinsweigAdvisors, L.L.C., is assisting the Debtors
with financial management.  Barclays Capital Inc., is assisting in
the sale process.  Kurtzman Carson Consultants is the claims and
noticing agent.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.


AES EASTERN: No Competing Offers for Two Plants
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AES Eastern Energy LP cancelled the March 26 auction
for two operating coal-fired electric plants after receiving no
competing bids.  At the sale hearing March 28, the Debtor will
seek approval to sell the plants to debt holders in exchange for
debt.

AES Eastern prevailed over opposition and obtained authorization
to conduct a sale process for the two plants.  Under a deal
reached prepetition, the Debtor would turn the two operating
facilities over to NewCo, an entity formed by holders of pass-
through certificates.  The certificate holders have signed a
contract to purchase the assets for a partial credit bid equal to
$300 million plus $5 million cash and the assumption of
liabilities, absent higher and better offers.

The deal covers facilities that are currently under a sale
leaseback transaction -- the Somerset facility located in Barker
New York, and the Cayuga facility in Lansing, New York.  The two
facilities are the only plants currently in active operation.

According to the Motion filed with the Bankruptcy Court, the
Debtor's agreement with NewCo, and Deutsche Bank Trust Company
Americas, solely in its capacities as Pass Through Trustees and
Indenture Trustees on behalf of the Certificate Holders, the
aggregate consideration will consist of:

   i) cash in an amount equal to $5,000,000, subject to (A)
      upward adjustment by the amount of any Positive Coal/AR
      Balance, and (B) downward adjustment by the amount of any
      Negative Coal/AR Balance  to be paid at closing; provided,
      however, to the extent the Negative Coal/AR Balance exceeds
      $3,750,000, the sellers will pay in cash the amount of the
      excess to the trustee at closing; plus

  ii) the assumption at the closing by NewCo of the assumed
      liabilities from sellers, including the assumption of the
      obligation to pay to the applicable counterparties of the
      assumed contracts an amount equal to the determined cure
      costs payable by NewCo under Section 7.3(c); plus

iii) the balance of cash in the depositary accounts as of the
      Petition Date (approximately $8,500,000), which the parties
      agree has been made available for the sellers' use as of the
      settlement approval date (as the term is defined in the
      settlement agreement); plus

  iv) the payment by NewCo of the employee bonuses; provided,
      however, that if the employee bonuses are paid by the
      sellers before the closing, then NewCo will reimburse the
      sellers in full for the employee bonuses at closing; plus

   v) (x) if the closing does not occur on or prior to March 31,
      2012 but occurs on or prior to April 30, 2012, additional
      cash consideration to be paid at closing equal to 50% of the
      Operating Losses, if any, of sellers for the period from
      April 1, 2012, through and including the earlier of the
      closing and April 30, 2012; and (y) if the closing does not
      occur on or prior to April 30, 2012, additional cash
      consideration to be paid at closing equal to (i) 50% of the
      Operating Losses, if any, of sellers for the period from
      April 1, 2012, through and including April 30, 2012, and
      (ii) 100% of the Operating Losses, if any, of sellers for
      the period from May 1, 2012, to the closing Date, in each
      case in accordance with a budget of expenditures delivered
      by the sellers to the trustee on or before the seventh
      calendar day prior to the first calendar day of the next
      applicable calendar month in form and substance reasonably
      acceptable to the Trustee and the sellers, which budget will
      include capital expenditures agreed upon by the trustee and
      NewCo and sellers' overhead at a market rate to be agreed
      upon by the sellers, NewCo and the trustee, but not
      restructuring costs for the period, and be supported by
      reasonably sufficient detail, which detail may be reasonably
      requested by the Trustee or NewCo; provided, however, that
      NewCo will not be obligated to pay any such additional cash
      consideration if the closing does not occur; plus

  vi) if, prior to closing, sellers enter into new insurance
      policies reasonably acceptable to NewCo covering the
      Purchased Assets and if the insurance policies provide that
      they are assignable to NewCo, NewCo will reimburse the
      sellers for the pro rata portion of any insurance premiums
      that sellers paid to the insurers under such policies prior
      to closing and that are attributable to the post-closing
      period.

                        About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  AES Eastern Energy estimated $100 million to $500
million in assets and $500 million to $1 billion in debts.

Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., are legal counsel to AES Eastern Energy and
affiliates.  WeinsweigAdvisors, L.L.C., is assisting the Debtors
with financial management.  Barclays Capital Inc., is assisting in
the sale process.  Kurtzman Carson Consultants is the claims and
noticing agent.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.


AES EASTERN: Wants Until July 27 to Decide on Unexpired Leases
--------------------------------------------------------------
AES Eastern Energy, L.P., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend until July 27, 2012, the
time to assume or reject unexpired leases of non-residential real
property.

The Debtors relate that they need additional time to review the
leases.  They explain that the extension will enable them to
properly analyze the leases thoroughly and make informed decisions
to benefit all parties-in-interest.

The Debtors set an April 25, hearing at 10:00 a.m., on their
requested extension in their lease decision period.  Objections,
if any, are due April 2.

                        About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A., are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants is the
claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.

AES Eastern Energy prevailed over opposition and obtained
authorization to hold a March 26 auction for the two operating
power plants.  Under a deal reached prepetition, the Debtor would
turn the two operating facilities over to debt holders in exchange
for debt, absent higher and better offers.


ALERE INC: S&P Rates Incremental Term Loan 'BB-'; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Waltham, Mass.-based Alere
Inc.'s proposed incremental term loan. "We also affirmed the 'B+'
corporate credit rating and existing issue-level ratings. We
revised the outlook to negative," S&P said.

"The company intends to use the proceeds from the incremental term
loan and $75 million of cash from its balance sheet to acquire
eScreen Inc., a toxicology firm. We expect pro forma adjusted debt
leverage to increase to 5.9x from 5.8x," S&P said.

"The ratings on Alere reflect the company's 'highly leveraged'
financial risk profile (based on our criteria), highlighted by
persistent leverage above 5x," S&P said.

"We characterize its business risk profile as 'weak,' given its
active acquisition strategy and its position as a niche player in
the life sciences industry," S&P said.

"Adjusted debt leverage has been somewhat stretched for the
rating," said Standard & Poor's credit analyst Rivka Gertzulin.

"Our rating outlook on Alere is negative. Solid growth prospects
in the diagnostics markets, combined with a stable health
management segment, could generate modest improvements in
operating measures," S&P said.


ALON USA: S&P Rates New $700 Million Term Loan 'B+'
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' (one notch
higher than the corporate credit rating) issue-level rating to
Alon USA Energy Inc.'s proposed $700 million term loan due 2018.
"We assigned a '2' recovery rating to this debt, indicating our
expectation of substantial (70% to 90%) recovery in a payment
default," S&P said.

"The 'B+' issue rating incorporates our expectation that the
company will use the proceeds from the proposed loan to repay
approximately $425 million outstanding under its existing term
loan and to retire approximately $216.5 million outstanding of the
Alon Refining Krotz Springs Inc. 13.5% senior secured notes due
2014. We expect to withdraw our existing ratings on these issues
upon successful completion of the above transactions," S&P said.

"The rating on Dallas-based Alon USA Energy Inc. reflects its
'vulnerable' business risk and its challenges as a relatively
small, independent oil refining and marketing company, with
limited diversity and a high degree of financial and operating
leverage. The ratings also reflect the company's participation in
the highly competitive refining industry that has cyclical
profitability and high fixed-cost requirements for refinery
equipment and compliance with environmental regulations. The
ratings also incorporate its parent Alon Israel Oil Inc.'s support
for Alon USA Energy Inc. Standard & Poor's takes a consolidated
approach to Alon USA Energy Inc.'s analysis and includes results
from the Krotz Springs refinery," S&P said.

"We view the refining industry as extremely volatile, due to the
supply-demand economics of both crude supply and product demand,
which can cause large fluctuations in industry profitability
within short periods of time," S&P said.

RATINGS LIST
Alon USA Energy Inc.
Corporate credit rating                   B/Negative/--

New Rating
Proposed $700 mil term loan due 2018      B+
   Recovery rating                         2


ALT HOTEL: Has Access to Cash Collateral Until March 25
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
in a seventh interim order, authorized Alt Hotel, LLC's continued
access to the cash collateral which the senior lender assert an
interest.

The senior lender consented to the use of the cash collateral
relating to the hotel's room revenues, meeting space revenues,
food and beverage revenues and other operating department
revenues, rentals and other income and monies received or held in
impound or trust accounts, to operate its business operations
until March 25.

As reported in the Troubled Company Reporter on Dec. 30, 2011, as
adequate protection to the diminution in the value of the lender's
collateral, the Debtor will grant the senior lender, among other
things: (i) replacement liens with the same validity and priority
on all rents and all other property of the estate of the same kind
and nature on which the senior lender had a duly perfected and
valid lien and security interest on a prepetition basis; (ii) make
payments to the senior lender equal to interest on the outstanding
senior debt at the default rate set forth in the senior loan
agreement; (iii) continue to maintain adequate insurance on all
property on which the senior lender holds a duly perfected and
valid lien and security interest on a prepetition basis.

A hearing on the Debtor's further access to the cash collateral
will be held on March 26, at 10:00 a.m.

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


AMERICAN WEST: Gets Court's Interim Nod to Use Cash Collateral
--------------------------------------------------------------
American West Development, Inc., sought and obtained interim
approval from the Hon. Mike K. Nakagawa of the U.S. Bankruptcy
Court for the District of Nevada to use cash collateral until May
2012, and provide adequate protection pursuant to agreement with
prepetition lenders.

The Debtor is a borrower pursuant to a December 2009 term loan
credit agreement among California Bank & Trust (as administrative
agent and lead arranger), the lenders party thereto, and certain
guarantors.

In August 2007, the Debtor, along with Lawrence D. Canarelli and
Heidi Canarelli, entered into a credit agreement with the
Administrative Agent and the Prepetition Lenders.  The maturity
date under that Original Credit Agreement occurred on Oct. 6,
2009, and certain other events of default were asserted by the
Prepetition Lenders and acknowledged by the Borrowers.  A
forbearance agreement was entered into by the parties on Oct. 7,
2009, pursuant to which, among other provisions, the Prepetition
Lenders agreed not to enforce their rights and remedies under the
Original Credit Agreement for a period of time.  On Dec. 31, 2009,
the Borrowers, the Administrative Agent and the Prepetition
Lenders amended, restated and replaced the Original Credit
Agreement with the Credit Agreement to refinance the amounts
outstanding under the Original Credit Agreement, extend the time
for repayment of the amounts and otherwise amend certain
provisions.  The total outstanding principal debt under the Credit
Agreement was approximately $177,506,450.25 as of the Petition
Date, along with interest, fees and charges accrued and accruing
thereon and chargeable with respect thereto.  The borrowings under
the Credit Agreement had an initial maturity date of Oct. 6, 2011,
with the potential for two additional one year extensions at the
Borrowers' option.  The Borrowers exercised their option for the
first one year extension through Oct. 6, 2012.

As security for borrowings under the Credit Agreement, the
Borrowers granted the Prepetition Lenders, among other liens, a
security interest in all of their personal property.  The portions
of the collateral that are owned by Debtor primarily consists of
utility, bond and similar security deposits, general intangibles,
furniture, fixtures and equipment, contract rights and the right
of Debtor to receive deferred payments due from certain affiliates
of Debtor, representing amounts due for lot development, unit
construction and other services for which Debtor has acted as
general contractor pursuant to agreements memorialized as
(i) various Marketing and Administrative Services Agreements
between Debtor and certain affiliated home-selling entities, and
(ii) various Design-Build Agreements between Debtor, certain
affiliated land-owning entities, and certain affiliated home-
selling entities.  As of Nov. 30, 2011, the book value of the
Receivable was $78,177,097.

The Debtor told the Bankruptcy Court that its ability to use cash
collateral is critical to Debtor's ability to continue as a going
concern during the course of this Chapter 11 case.  The Debtor
will use cash collateral to fund the costs of administering
Debtor's estate, including, without limitation, (i) funding the
operations of Debtor's business, (ii) making adequate protection
payments to the Prepetition Lenders, (iii) paying expenses
incurred for the administration of the Chapter 11 case, including
compensation of professional fees and expenses, (iv) paying
contractual obligations consistent with the final court order, and
(v) repaying borrowings under any debtor-in-possession financing.
Without the ability to use cash collateral, Debtor and its estate
would suffer immediate and irreparable harm.

On March 1, 2012, the Debtor entered with the Administrative Agent
and the Prepetition Lenders into a cash collateral agreement.  A
copy of the cash collateral agreement, along with the budget, is
available for free at:

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

The Debtor projects that it will need to use more than $10,800,000
of cash collateral (exclusive of its existing cash as of the
Petition Date and any debtor-in-possession financing borrowings)
during the first 13 weeks following the Petition Date in order to
meet its operating expenses and make interest-only adequate
protection payments to the Prepetition Lenders.  The Initial Cash
Budget is based on Debtor's internally prepared projections of
home sales and development expenses -- if actual home sales and
development expenses do not match projections, then Debtor's need
to use cash collateral and borrow under the DIP Financing may
differ from the amounts set forth in the Initial Cash Budget.  In
addition, Debtor estimates that it will incur approximately
$1,521,000 in expenses associated with the Chapter 11 case during
this same period.  With this necessity in mind, Debtor negotiated
the Cash Collateral Agreement with the Prepetition Lenders.

As adequate protection, the Prepetition Lenders will receive:

           (a) monthly, on or before the first day of each month
               and continuing during the pendency of the Chapter
               11 case, adequate protection payments made by the
               Debtor to the Administrative Agent for the benefit
               of the Prepetition Lenders in an amount equal to
               the highest non-default rate of interest applicable
               from time to time to amounts outstanding under the
               Credit Agreement multiplied by $49,635,000, and the
               automatic stay will be vacated and modified to the
               extent necessary to permit Debtor to make Adequate
               Protection Payments and the Prepetition Lenders to
               apply them against the Prepetition Lenders' Claims;

           (b) replacement liens to secure the amount of any Value
               Diminution, which Replacement Liens will: (i) be
               subject and junior only to the carve-out, liens to
               secure the debtor-in-possession Financing and any
               prior liens, (ii) attach to: (x) the Debtor
               Collateral and any proceeds thereof, and (y) causes
               of action under Chapter 5 of the Bankruptcy Code
               and the proceeds thereof, and any other assets of
               Debtor, and (iii) be in addition to the Prepetition
               Lenders' Claims and liens;

           (c) a superpriority claim against Debtor's estate,
               subject and junior only to the Carve-Out and any
               superpriority claim and lien of the DIP Financing
               lender.

The Prepetition Lenders will consent to and not oppose the
Debtor's request for approval of DIP Financing to be provided by
AWH Ventures, Inc., consisting of a revolving credit facility in
an amount not to exceed $10 million, and secured by (i) a first
priority lien on the avoidance actions and any other previously
unencumbered assets of Debtor, and (ii) a junior lien on the
collateral and any other assets of Debtor that are subject to a
valid and perfected lien as of the Petition Date; provided,
however, that the DIP Financing will be subject to a subordination
and inter-creditor agreement agreed upon by the Prepetition
Lenders and the DIP Lender.

The Prepetition Lenders have agreed to a carve-out for (i) all
fees required to be paid to the Clerk of the Bankruptcy Court and
to the Office of the U.S. Trustee, and (ii) only to the extent
amounts are not available under the Cash Budget, an amount not
exceeding $3 million in the aggregate, which amount may be used
after the occurrence and during the continuation of an event of
default, to pay the fees and expenses of professionals retained by
Debtor and any Committee of Unsecured Creditors that are allowed
by the Court.

Upon written notice from Administrative Agent on behalf of
the Prepetition Lenders, the events of default include, among
other things, the (i) appointment of a Chapter 11 trustee with
respect to the Chapter 11 case; (ii) appointment of an examiner
with expanded powers with respect to the Chapter 11 Case;
(iii) approval of a motion granting a party (other than the DIP
financing lender) any lien, superpriority claim, or other
administrative expense claim which is senior to or pari passu with
the Prepetition Lenders' Superpriority Claim; (vii) reversal,
vacatur or stay of the effectiveness of the interim court order;
(viii) the interim court order being amended, supplemented or
otherwise modified without the prior written consent of the
Prepetition Lenders; and (ix) any use of cash collateral to make a
payment that is not in compliance with the Cash Collateral
Agreement.

The final hearing on the Debtor's use of cash collateral will be
held on April 10, 2012 at 9:30 a.m.

The Administrative Agent and the Prepetition Lenders are
represented by:

           Snell & Wilmer L.L.P.
           Robert R. Kinas Esq.
           E-mail: rkinas@swlaw.com
           Donald L. Gaffney, Esq.
           E-mail: dgaffney@swlaw.com
           Donald F. Ennis, Esq.
           E-mail: dfennis@swlaw.com
           3883 Howard Hughes Parkway, Suite 1100
           Las Vegas, NV 89169-5958

The DIP Financing Lender is represented by

           The Lubbers Law Group
           Edward C. Lubbers
           2500 West Sahara Avenue, Suite 206
           Las Vegas, NV 89102
           Tel: (702) 257-7575
           Fax: (702) 257-7572
           E-mail: elubbers@lubberslaw.com

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada.  It was founded on
July 31, 1984. Initially, AWDI was known as CKC Corporation, but
shortly after its formation on Dec. 13, 1984, its name was changed
to AWDI.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as the AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  AWDI disclosed $56 million in total assets and
$187.9 million in total liabilities as of Jan. 31, 2012.


AMERICAN WEST: Court Okays Payment of Critical Vendors
------------------------------------------------------
American West Development, Inc., sought and obtained permission
from the Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for
the District of Nevada to pay certain prepetition claims of
contractors, subcontractors, and certain other vendors who are
currently performing on the Debtor's ongoing construction and
development projects an aggregate amount not to exceed $500,000.

The Critical Vendors must provide the Debtor with credit up to the
amount of the critical vendor claim paid or any payments that the
Critical Vendors receive will be subject to disgorgement.

Brett A. Axelrod, Esq., at Fox Rothschild LLP, the counsel for the
Debtor, said that the Debtor relies on third-party subcontractors
and material suppliers to provide the various services and
materials, without whom the Debtor could not sustain its
operations.  "The Debtor has established relationships with these
Critical Vendors over the years and believes that these
relationships ensure continued access to consistent labor and
materials and otherwise provide substantial savings and benefits.
These Critical Vendors provide the myriad products and services
that are necessary at all stages of home construction and
development.  The products and services the Critical Vendors
provide include, among other things, engineering services,
slab/foundation, flooring, framing, drywall, plumbing, electrical,
roofing, paving, HVAC, landscaping, and utility construction, to
name a few.  The Debtor does not employ its own construction
workers but rather hires the aforementioned Critical Vendors to
complete every aspect of its home building enterprise.  In fact,
Debtor's only construction-related employees are its foremen, who
oversee the subcontractors on Debtor's various projects; its in-
house architects, who work on design matters; and its janitors,
who provide cleaning services in connection with home sale
closings.  Without the essential relationships Debtor has
developed over the years with its Critical Vendors, and without
the services and materials they provide, Debtor has no home
building operation. Debtor's business would significantly suffer
if it did not continue its relationships with its current Critical
Vendors," Mr. Axelrod stated.

The Debtor sought on March 1, 2012, authorization to pay, in its
discretion, all or part of the Critical Vendor Claims, in an
aggregate amount not to exceed $1,000,000.  Additionally, Debtor
requested that financial institutions be authorized to receive,
process, honor, and pay all checks presented for payment and
electronic payment requests related to the Critical Vendor Claims
described in this Motion, whether the checks were presented or
electronic requests were submitted prior to or after the Petition
Date.

A list of the Critical Vendors is available for free at:

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

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada.  It was founded on
July 31, 1984. Initially, AWDI was known as CKC Corporation, but
shortly after its formation on Dec. 13, 1984, its name was changed
to AWDI.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as the AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  AWDI disclosed $56 million in total assets and
$187.9 million in total liabilities as of Jan. 31, 2012.


AMN HEALTHCARE: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on AMN Healthcare Inc. The outlook is stable.

"At the same time, we assigned a 'BB-' issue-level rating to the
company's $200 million term loan B and $50 million revolver. The
recovery rating on the new credit facility is a '2', indicating
expectations for substantial (70%-90%) recovery of principal in
the event of payment default," S&P said.

"The rating on AMN, a subsidiary of AMN Healthcare Services Inc.,
reflects a 'weak' business risk profile and an 'aggressive'
financial risk profile," S&P said.

"We view the company as having an operating concentration in the
highly competitive and cyclical health care staffing industry,"
said Standard & Poor's credit analyst Tahira Y. Wright. "Our
ratings also reflect credit measures that can vary widely through
a cycle."

"Our stable outlook reflects those variable credit measures,
reflecting the potential for cyclicality and exposure to U.S.
economic conditions," S&P said.


ANEJO LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Anejo, LLC
        fka Anejo Tex Mex
        fka Anejo House of Tequila
        aka Anejo, LLC dba Anejo
        1020 Canongate Dr.
        Flower Mound, TX 75022

Bankruptcy Case No.: 12-41635

Chapter 11 Petition Date: March 20, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Behrooz P. Vida, Esq.
                  THE VIDA LAW FIRM, PLLC
                  3000 Central Drive
                  Bedford, TX 76021
                  Tel: (817) 358-9977
                  Fax: (817) 358-9988
                  E-mail: filings@vidalawfirm.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb12-41635.pdf

The petition was signed by Brian Paul, president.


AVETA INC: S&P Rates $550-Mil. Secured Credit Facility 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Aveta Inc.'s secured credit facility, which includes a $500
million term loan and $50 million senior secured revolver. "At the
same time, we are affirming our 'B+' counterparty credit rating on
Aveta Inc. The outlook remains stable," S&P said.

Aveta Inc. is undertaking a dividend recapitalization, which would
result in an issue of $500 million of term loan and $50 million of
secured revolver.

The company will use the proceeds from the term loan and a portion
of the cash at the holding company to repay the current
outstanding term loan ($258 million) and pay a dividend to equity
holders, and for general working capital purposes. The term loan
will be equally divided between the two downstream holding
companies of Aveta Inc., namely MMM Holdings Inc. and NAMM
Holdings Inc. Aveta Inc. and its unregulated subsidiaries cross-
guarantee both term loans.

"We expect the proposed term loan issue of $500 million will
increase Aveta's consolidated debt leverage (including operating
lease obligations) to 1.6x for the full-year 2012 compared with
0.9x as of year-end 2011," S&P said.

"Although the leverage in 2012 will likely be higher than our
previous expectations, it still remains supportive of the current
rating on Aveta," said Standard & Poor's credit analyst Deep
Banerjee. "Additionally, we expect leverage will decline in 2013
to about 1.3x and reach pretransaction level in 2014 because of
expected continued strong operating performance and the excess
cash flow sweep covenant. During this time, we expect fixed charge
coverage (including required amortization) to remain between 3x
and 4x. Thus, given that the credit metrics remain supportive of
the current rating level, we are affirming the counterparty credit
rating on Aveta."

"The outlook is stable. We expect limited upside to the rating
given the company's geographic and product concentration, weak
capitalization, and aggressive financial policy. Conversely, the
company's strong medical management capability that is evident in
its consistently strong operating margins, and its leading market
presence in the Puerto Rico MA market limit the potential of a
downgrade over the next 12 months," S&P said.

"However, although unlikely, we could lower the rating if the
company's credit metrics were to deteriorate significantly
(including EBITDA margins declining to below 5% or debt leverage
increasing above 1.75x.)," S&P said.


BMT HOLDINGS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: BMT Holdings of Lynbrook LLC
        831-839 Sunrise Highway
        Lynbrook, NY 11563

Bankruptcy Case No.: 12-71686

Chapter 11 Petition Date: March 20, 2012

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

Judge: Robert E. Grossman

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  E-mail: KNash@gwfglaw.com

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

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

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-71686.pdf

The petition was signed by Tim Ziss, manager.

Affiliates that simultaneously filed Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
BMT Holdings LLC                      12-71687
  Assets: $1 million to $10 million
  Debts: $1 million to $10 million
BMT Holdings - Brick, LLC             12-71688
BMT Holdings - Commack, LLC           12-71689
BMT Holdings - Nesconset, LLC         12-71690


CAMARILLO PLAZA: Court OKs Sergio Salinas as Bookkeeper
-------------------------------------------------------
Camarillo Plaza, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Central District of California to employ
Sergio Salinas as bookkeeper.

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

                    About Camarillo Plaza LLC

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

The Debtor scheduled assets of $21,646,714 and liabilities of
$12,286,585 as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.


CARRIZO OIL: S&P Raises Rating on Senior Unsecured Notes to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised it issue rating on
Houston-based Carrizo Oil & Gas Inc.'s senior unsecured notes to
'B' (same as the corporate credit rating on the company) from 'B-
', and revised its recovery rating on the notes to '4'
from '5', indicating its expectation of average (30% to 50%)
recovery in the event of a payment default. The 'B' corporate
credit rating on the company remains unchanged.

"The improved recovery expectation reflects an updated valuation
of Carrizo's midyear 2012 reserves following recent reserve
development despite the divestiture of a portion of the company's
properties in the Barnett Shale. Our updated valuation is based on
a company-provided PV10 report, using Standard & Poor's recovery
methodology and stressed price deck assumptions of $45 per barrel
for West Texas Intermediate crude oil and $4 per million Btu for
Henry Hub natural gas. This update results in a modest increase to
the valuation, triggering the revision in our recovery rating,"
S&P said.

The upgrade on the notes reflects the higher recovery rating,
which previously had been one notch down from the corporate credit
rating.

"The ratings on Carrizo reflect what Standard & Poor's categorizes
as Carrizo's 'aggressive' financial risk and 'vulnerable' business
risk, as our criteria define the terms. With current leverage of
4.2x at year-end 2011, Carrizo has a levered balance sheet, but we
expect this ratio to decrease to below 3.5x in 2012 as the company
ramps up production and continues to switch to more liquids-rich
production. As a participant in the highly cyclical and
competitive oil and gas exploration and production (E&P) industry,
Carrizo is susceptible to commodity prices, particularly with
respect to natural gas, the company's principal product and one
that continues to suffer from weak prices. Finally, ratings
reflect Carrizo's modest-sized reserve and production base
concentrated in a few resource plays," S&P said.

RATINGS LIST
Carrizo Oil & Gas Inc.
Corporate credit rating                 B/Stable/--

                                         To           From
Upgrade; Revised Recovery Rating
Senior unsecured notes                  B            B-
  Recovery rating                        4            5


CENTURY PLAZA: Court OKs Faegre Baker to Assist in Tax Appeal
-------------------------------------------------------------
Century Plaza LLC sought and obtained approval from the U.S.
Bankruptcy Court for the Northern District of Indiana to employ
Jay Jaffe and Faegre Baker Daniels LLP as special counsel for real
estate tax appeal purposes, nunc pro tunc Jan. 1, 2012.

Faegre has represented the Debtor with respect to matters before
the Lake County, Indiana Treasurer in order to secure fair and
equitable valuations for real estate tax purposes for the property
-- a commercial shopping center located in Merrillville, Indiana.

Faegre estimates that the total amount of billing for the tax
appeal will be between $3,000 to $5,000 for the appeal at the
township level and an additional $5,000 to $7,000 to appeal to the
county level, if necessary.

To the best of the Debtor's knowledge, the firm does not represent
an interest adverse to the Debtor's estate or its creditors.

                        About Century Plaza

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


CENTURYLINK INC: S&P Keeps BB Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Qwest Corp.'s proposed senior
notes. "The '1' recovery rating indicates our expectation for very
high (90% to 100%) recovery in the event of payment default. The
company intends to use proceeds from the notes, along with
available cash or additional borrowings under parent CenturyLink
Inc.'s revolving credit facility, to fund its tender offer to
spend up to $500 million to purchase certain of its outstanding
notes due 2015 and 2016. Qwest is a subsidiary of Monroe, La.-
based telecommunications carrier CenturyLink," S&P said.

The long-term corporate credit rating on CenturyLink is unchanged
at 'BB' and the rating outlook remains stable. The rating reflects
significant competition in its core consumer wireline phone
business from cable telephony and wireless substitution; Standard
& Poor's expectation for continued revenue declines because of
ongoing access-line losses, which were about 6.6% annually for the
12 months ended Dec. 31, 2011, pro forma for the Qwest
acquisition; integration risk related to the Qwest and Savvis
acquisitions; and an aggressive shareholder-oriented financial
policy with a substantial dividend payout, which limits debt
reduction," S&P said.

"Tempering factors include a favorable market position as the
third-largest incumbent wireline carrier in the U.S.; solid
operating margins and free cash flow generation; modest growth in
high-speed data services, which helps mitigate revenue declines
from access-line losses; and geographic diversity. We consider the
financial risk profile 'significant', with pro forma adjusted
leverage of about 3.2x as of Dec. 31, 2011. Our leverage
calculation includes the present value of operating leases and
unfunded postretirement obligations," S&P said.

RATINGS LIST

CenturyLink Inc.
Corporate Credit Rating            BB/Stable/--

New Ratings

Qwest Corp.
Senior Secured nts                 BBB-
   Recovery Rating                  1


CHARLES STREET: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Charles Street African Methodist Episcopal-
        Church of Boston
        aka The Historic Charles Street AME Church
        aka The Historic Charles Street African Methodist
            Episcopal Church
        aka Charles Street AME
        aka Charles Street African Methodist Episcopal
        aka Charles Street
        551 Warren Street
        Boston, MA 02121

Bankruptcy Case No.: 12-12292

Chapter 11 Petition Date: March 20, 2012

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

Judge: Frank J. Bailey

Debtor's Counsel: Jonathan Lackow, Esq.
                  ROPES & GRAY LLP
                  Prudential Tower
                  800 Boylston Street
                  Boston, MA 02199-3600
                  Tel: (617) 951-7852
                  E-mail: jonathan.lackow@ropesgray.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mab12-12292.pdf

The petition was signed by Rev. Dr. Gregory G. Groover, Sr.,
pastor and president.


CIRCUS & ELDORADO: Moody's Comments on Restructuring Agreement
--------------------------------------------------------------
Moody's Investors Service commented that Circus and Eldorado Joint
Venture (Ca/D) announced that it had entered into a Restructuring
Support Agreement with a significant note holder (Capital Research
and Management Company, on behalf of certain funds) for a
restructuring of its $142 million, 10.125% notes due 3/1/2012.
Additionally, the significant holder has agreed to forbear from
exercising remedies until April 30, 2012, subject to various
conditions.  This agreement will give the company and its lenders
more time to reach agreement on a restructuring of its capital
structure.

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

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


CIT GROUP: DBRS Assigns Senior Unsecured Notes at 'BB'
------------------------------------------------------
DBRS, Inc. has assigned a final rating of BB (low) to the new
$1.5 billion, 5.25% Senior Unsecured Notes Due 2018 issued by CIT
Group Inc.  The trend on the rating is Positive.  This rating
action does not impact the Issuer Rating of CIT, which remains at
BB (low), with a Positive trend.

The Notes are direct obligations of the Company and will rank pari
passu with all other unsecured and unsubordinated obligations of
CIT Group Inc.  The proceeds from this issue will be used for
general corporate purposes and the refinancing of the Company's
outstanding 7% Series C Notes, maturing in 2015, 2016 and/or 2017.


CLIFFS CLUB: Committee Taps Bingham McCutchen as Lead Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of The Cliffs Club & Hospitality Group, Inc., asks the U.S.
Bankruptcy Court for the District of South Carolina for permission
to retain Bingham McCutchen LLP as lead counsel.

The hourly rates of Bingham attorneys are:

         Partners and Of Counsel   $695 - $900
         Counsel and Associates    $430 - $650
         Paraprofessionals         $200 - $265

The billing rates for the Bingham attorneys anticipated to be
employed on the bankruptcy case are:

         Jonathan B. Alter, partner         $850
         Michael J. Reilly, partner         $900
         R. Jeffrey Smith, partner          $695
         Stephanie W. Mai, counsel          $700

On occasion, Bingham anticipates relying upon the assistance of
John J. Bradley III, president of Bingham Strategic Advisors to,
among other things:

   -- assess the Debtors' financial condition;

   -- conduct plan negotiations on behalf of the Committee; and

   -- evaluate the term sheets and other information related to
      proposals to purchase the Debtors' property.

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

                         About Cliffs Club

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

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

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

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

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

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

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

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


CLIFFS CLUB: Gets Final OK to Incur $7.5MM DIP Loan from Carlile
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina, in a
final order, authorized The Cliffs Club & Hospitality Group, Inc.,
et al., to:

   -- obtain postpetition secured financing of up to 7.5 million
      from Carlile Development Company LLC; and

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

As reported in the Troubled Company Reporter on March 14, 2012,
the Notes were issued in the aggregate principal amount of
$64,050,000 pursuant to an Indenture dated April 30, 2010.  The
Debtors' obligations under the Notes are secured by an interest in
and lien on the Debtors' personal property.  As of the petition
date, the Debtors' obligations under the Notes total $73,531,505,
including interest.

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

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

Under the terms of the DIP Facility, the Debtors will pay interest
on the aggregate amount outstanding at the non-default rate of 12%
per annum, and, upon any Event of Default under the DIP Facility
Documents, to pay interest at the default rate of 14% per annum.

As partial adequate protection for the Debtors' use of cash
collateral and the interim DIP financing, the Debtors will make
monthly adequate protection payments to the Indenture trustee of
$235,000 beginning April 1, 2012.

Wells Fargo Bank, N.A. is the trustee under that certain Indenture
dated April 30, 2010, by and among, inter alia, CCHG as the
issuer, the other Debtors as guarantors, James S. Anthony, as a
guarantor, and the indenture trustee, acting for the benefit of
holders of Series A Notes due 2017 and Series B Notes due 2017.

The Debtors owe to the noteholders no less than $64,050,000
principal under the Trust Indenture, excluding the Prepetition
Bridge Loan.

A full-text copy of the final order and budget is available for
free at http://bankrupt.com/misc/THECLIFFSCLUB_CC_finalorder.pdf

                      About Cliffs Club

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

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

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

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

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

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

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

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


CLIFFS CLUB: Has Go Signal for Carlile-Led Auction on April 23
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
entered an order approving (a) bidding procedures for auction to
become the designated sponsor of The Cliffs Club & Hospitality
Group, Inc., et al.'s Plan of Reorganization; (b) break up fee and
expenses reimbursement payable in certain circumstances to the
Carlile Development Group; and (c) the substitution conditions
contained in the DIP loan agreement.

The Court also ordered that at the omnibus hearing scheduled for
May 8, 2012, at 9:00 a.m., the Debtors will report on the auction
conducted on April 23, and the Court will address any objections
with respect to the auction at the hearing, unless otherwise
scheduled by the Court.

As reported in the Troubled Company Reporter on March 1, 2012, The
Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor development companies entities.

Pursuant to the term sheet with Carlile, through a confirmed plan
of reorganization, it is contemplated that:

  (i) The Debtors will transfer all assets -- other than
      avoidance actions and certain other causes of action -- to
      Carlile;

(ii) Carlile will assume the principal outstanding on the senior
      secured notes;

(iii) All administrative expenses and priority claims will be paid
      in full;

(iv) Any valid undisputed mechanics or materialmen's liens will
      be paid in full over time;

  (v) Any undisputed trade unsecured claims (other than member
      claims) will be paid pro rata and in the aggregate 75% over
      time by Carlile;

(vi) Executory contracts of members will be rejected and all
      current and former members, in good standing, will be
      invited to join a new club upon paying a transfer fee and
      dues on a go forward basis; and

(vii) A litigation trust will be established holding $100,000 cash
      and the Debtors' avoidance actions and certain causes of
      action for payment of member claims for the benefit of those
      members who do not elect to join the new club.

The transaction described in the Term Sheet is subject to higher
and better offers.  The Debtors have offered to pay a "break up"
fee to Carlile if it is outbid.  The Debtors have agreed to pay a
$1 million break-up fee plus $750,000 expense reimbursement which
will increase by an additional $100,000 per month for each month
after the first six months after the Petition Date until paid in
full.

According to the Term Sheet, every Rejoining Member will pay to
Carlile a one-time transfer fee as follow, if paid within 30 days
of the Plan closing: (i) Wellness -- $1,500; (ii) Family --
$2,500, and Golf -- either $5,000 in one payment, or $5,500
($2,5000 initial, five quarterly payments for the balance).
Annual dues will be $10,380 for Golf; $5,280 for Family and $3,720
for Wellness.

According to the Term Sheet, Carlile will commit up to $85 million
to acquire, joint venture, land bank, or otherwise gain control of
development land and lots.

                      About Cliffs Club

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

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

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

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

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

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

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

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


COMMUNITY SHORES: Bruce Essex Discloses 3.4% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Muskegon Castings Corp. disclosed that as of
Dec. 31, 2011, it beneficially owns 0 shares of common stock of
Community Shores Bank Corporation.  Bruce J. Essex, Jr., Chairman
of the Board, President and Chief Executive Officer of Muskegon
Castings beneficially owns 50,250 common shares or 3.4%.  A copy
of the filing is available for free at http://is.gd/cB3EFc

                      About Community Shores

Muskegon, Mich.-based Community Shores Bank Corporation, organized
in 1998, is a Michigan corporation and a bank holding company.
The Company owns all of the common stock of Community Shores Bank.
The Bank was organized and commenced operations in January 1999 as
a Michigan chartered bank with depository accounts insured by the
FDIC to the extent permitted by law.  The Bank provides a full
range of commercial and consumer banking services primarily in the
communities of Muskegon County and Northern Ottawa County.

As reported by the TCR on April 6, 2011, Crowe Horwath LLP, in
Grand Rapids, Michigan, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant recurring
operating losses, is in default of its note payable collateralized
by the stock of its wholly-owned bank subsidiary, and the
subsidiary bank is undercapitalized and is not in compliance with
revised minimum regulatory capital requirements under a formal
regulatory agreement which has imposed limitations on certain
operations.

The Company reported a net loss of $1.94 million for the nine
months ended Sept. 30, 2011.  The Company reported a net loss of
$8.88 million in 2010, compared with a net loss of $4.96 million
in 2009.


CONTINENTAL AIRLINES: S&P Retains 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'A-' rating to
Continental Airlines Inc.'s series 2012-1 Class A pass-through
certificates with an expected maturity of April 11, 2024, and its
'BBB-' rating to Continental's series 2012-1 Class B pass-through
certificates with an expected maturity of April 11, 2020. The
final legal maturities will be 18 months after the expected
maturity. Continental is issuing the certificates under a Rule 415
shelf registration. "We assigned preliminary ratings on March 8,
2012," S&P said.

"The 'A-' and 'BBB-' ratings are based on the consolidated credit
quality of Continental's parent, United Continental Holdings Inc.
(B/Stable/--); substantial collateral coverage by good-quality
aircraft; and the legal and structural protections available to
the pass-through certificates. The company will use proceeds of
the offerings to refinance four Boeing B737-900ER (extended range)
aircraft it already owns, and to finance 2012 and 2013 deliveries
of 13 new B737-900ERs and four new Boeing B787-8s. Each aircraft's
secured notes are cross-collateralized and cross-defaulted--a
provision we believe increases the likelihood that Continental
would affirm the notes (and thus continue to pay on the
certificates) in bankruptcy," S&P said.

"The pass-through certificates are a form of enhanced equipment
trust certificates (EETC) and benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code and by
liquidity facilities provided by the New York branch of Credit
Suisse AG (A+/Negative/A-1). The liquidity facilities would cover
up to three semiannual interest payments while certificateholders
negotiated with Continental in an event of bankruptcy and, if
necessary, repossessed and sold aircraft collateral following any
default by the airline," S&P said.

"The ratings on the certificates reflect trust property and escrow
receipts for deposits Continental has made to Natixis S.A.
(A/Stable/A-1). The New York branch of the bank will hold the
escrow deposits pending delivery of the new aircraft. Amounts
deposited under the escrow agreements are not the property
of Continental and are not entitled to the benefits of Section
1110 of the U.S. Bankruptcy Code (which governs creditor rights
for aircraft-backed debt and leases). Therefore, any cash
collateral held as a result of the cross-collateralization of the
equipment notes also would not be entitled to the benefits of
Section 1110. Neither the certificates nor the escrow receipts
may be separately assigned or transferred," S&P said.

"We believe that United Continental views these planes as
important and would, given the cross-collateralization and cross-
default provisions, likely affirm the aircraft notes in a
bankruptcy scenario. In contrast to most EETCs that airlines
issued before 2009, the cross-default would take effect
immediately in a bankruptcy if Continental rejected any of the
aircraft notes. This should prevent Continental from selectively
affirming some aircraft notes and rejecting others ('cherry-
picking'), which often harms the interests of certificateholders
in a bankruptcy. However, any default arising under an indenture
solely by reason of its cross-default provisions may not be a type
of default that Section 1110 requires an airline to cure," S&P
said.

"We consider the collateral pool to be good quality, comprising
63% B737-900ER and 37% B787-8 models, measured by appraised value.
The B737-900ER is the largest model in Boeing's range of current
technology narrowbody planes. Entering service in 2007 as a
longer-range version of the relatively unsuccessful B737-900, the
model has gradually gained orders, although it has somewhat fewer
orders (about 450) and operators (16) than Airbus' competing
model, the A321-200. The B737-900ER has not yet been as successful
as its operating economics and capabilities would suggest. This
may be partly because it entered into service only in 2007, fairly
recently and shortly before the financial crisis and recession in
2008-2009. However, it is the best plane available to replace
B757-200s in domestic U.S. service, a factor borne out by Delta
Air Lines Inc.'s recent order. We believe that the global fleet
and operator base will continue to expand gradually, particularly
if it appears that fuel prices will increase further in coming
years," S&P said.

"Boeing will offer a B737-900ER with its new engine option (the
'MAX' series), but we do not believe that this will cause current
B737-900ER values to fall materially in the near term. Companies
are still ordering the current version to replace many of their
B757-200s. Following the merger of United and Continental, the
combined company operates two families of narrowbody planes,
Boeing 737s and Airbus 320s. The combined company appears to favor
the B737-900ER to the competing A321-200, based on recent orders
and management's stated preference," S&P said.

"The remaining collateral value is represented by B787-8s, making
their first appearance in a EETC. The B787-8 is Boeing's new long-
range, midsize, widebody plane, which it began delivering (after
long delays) in September 2011. The B787 family (there is also the
larger B787-9, not yet delivered) has been a huge success in terms
of orders. There are about 860 sales, one of the fastest starts
for any aircraft model. The airline user base is globally
diversified, and includes a mix of types of airlines and aircraft
leasing companies. It is intended mainly as a replacement for the
B767-300ER, a small widebody," S&P said.

"The 787 incorporates the most advanced fuel-saving technology,
including extensive use of composites (which is also intended to
reduce maintenance costs). Indeed, it will have a higher use of
composites than the competing Airbus A350, which we expect Airbus
to start delivering in several years. As the first model with this
level of new technology, the 787 should face little technological
risk for many years to come. Although it is always possible that
flaws will show up in the plane as it is introduced into service
(Boeing is addressing some hairline cracks currently), we expect
that these will be resolved without material problems that would
affect values," S&P said.

"We are applying a depreciation rate of 6.5% annually of the
preceding year's value for the 787-8, which is equal to the lowest
depreciation rate we currently use for a widebody plane (for the
B777-300ER). We chose the 6.5% depreciation rate for the B787-8
considering several factors. Its resale liquidity should be good
for a widebody plane, though not as good as for the most popular
narrowbody planes (which usually have a greater number of airline
operators globally). With its advanced technology, the 787 should
face little technological risk for many years to come. At the same
time, the first version of a widebody family of planes that a
manufacturer introduces (the B787-8, in this case) is often partly
superseded by later, improved versions that can carry more
passengers (the B787-9 and, potentially, even larger variants),"
S&P said.

"The B787-9 will, according to Boeing, have both a higher seat
capacity and slightly longer range than the B787-8, and we believe
that this version will ultimately be more successful. For the
B737-900ER, we also used a depreciation rate of 6.5%, the same as
we have used before," S&P said.

"The initial loan-to-value (LTV) of the Class A certificates is
55.3% and of the Class B, 65.5%, using the appraised base values
and depreciation assumptions in the offering memorandum. When we
evaluate an enhanced equipment trust certificate, we compare the
values provided by appraisers that the airline hired with our own
sources. In this case, we are focusing on the same maintenance-
adjusted, lower of mean or median base value from three appraisers
that the prospectus uses. However, we apply more conservative
(faster) depreciation rates than those used in the prospectus (3%
of initial value each year), and our loan-to-values gradually
diverge from those shown in the prospectus, reaching 61% maximum
for the Class A certificates and 69% for the Class B certificates.
Our analysis also considered that a full draw of the liquidity
facility, plus interest on those draws, represents a claim senior
to the certificates. This amount is somewhat less than levels
typical of a EETC, equal to 5%-6% of collateral value. We factored
that added priority claim in our analysis," S&P said.

Ratings List

Continental Airlines Inc.
Corporate credit rating                        B/Stable/--

New Ratings
Continental Airlines Inc.
Equipment trust certificates
  Series 2012-1 Class A pass-thru certs         A-(sf)
  Series 2012-1 Class B pass-thru certs         BBB-(sf)


COREL CORP: S&P Rates $73.4-Mil. Proposed Extended Loans 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '3' recovery rating to Ottawa-based packaged software
provider Corel Corp.'s proposed $73.4 million (based on 100%
lender participation) extended first-lien senior secured term
loan. "The '3' recovery rating reflects our opinion as to an
expectation of meaningful (50%-70%) recovery in the event of
default. The rating assignment follows Corel's proposal to amend
the maturity of its first-lien senior secured term loan to May
2014 from May 2012," S&P said.

At the same time, Standard & Poor's affirmed its 'B-' long-term
corporate credit rating on Corel. The outlook is developing.

"The affirmation reflects our expectation that the company will
enter into the proposed amendment under terms and conditions
similar to those proposed in the amendment term sheet," said
Standard & Poor's credit analyst Madhav Hari.

"The developing outlook reflects uncertainty about the success and
final terms of the company's proposed amendment," Mr. Hari added.

"The ratings on Corel reflect the company's 'vulnerable' business
risk profile reflecting what we view as its lack of product
diversity, weak market position within the highly competitive
packaged software industry, limited pricing power, and the short
life span of such products in general. Notably, Corel's dependence
on a few mature products for the vast majority of its cash flow
presents significant credit risk, in our opinion. The ratings also
reflect what we consider a 'highly leveraged' financial risk
profile due to what we see as the company's aggressive financial
policy owing to its private equity ownership, intentions to pursue
an acquisitive debt-financed growth strategy, and tight covenant
headroom," S&P said.

"Standard & Poor's believes these factors are somewhat mitigated
by Corel's brand recognition as a viable alternative to globally
dominant packaged software offerings in the productivity software
and graphics segments; its sizable and diverse installed customer
base; improving product, geographic, and distribution
diversification from acquisitions in recent years; and relatively
conservative adjusted debt-to-EBITDA and cash flow protection
metrics for the ratings," S&P said.

Corel is a graphics, productivity, and digital media packaged
software developer with more than 28 million active users
worldwide. The company's products enjoy a favorable mindshare
among value-conscious consumers and small business customers.
Products include established software brands such as WinZip,
CorelDRAW Graphics Suite, Corel WordPerfect Office Suite, Corel
Paint Shop Pro, Corel Painter, and iGrafx.

"The developing outlook reflects our uncertainty about the success
of Corel's proposed amend and extend transaction. We could
downgrade the company if lender participation in the proposed
amendment is insufficient to extend the majority of the company's
term loans or if the terms of the amendments are less favorable
than currently proposed. We could also consider a downgrade
should normalized EBITDA in the next few quarters fail to
stabilize on a year-over-year basis as this would demonstrate, in
our opinion, that Corel's products and business model are failing
to gain traction in the marketplace. Given our current concerns
about the long-term prospects for the company's relatively mature
software offerings, we are unlikely to raise the rating," S&P
said.


COSTA BONITA: Court OKs Luis Carrasquillo as Accountant
-------------------------------------------------------
Costa Bonita Beach Resort Inc. sought and obtained permission from
the U.S. Bankruptcy Court to employ Luis R. Carrasquillo, CPA as
accountant.

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

The firm's rates are:

  Position                                    Rate
  --------                                    ----
  Partner                                     $160
  Senior CPA                                   125
  Other CPA                                 90-125
  Senior Accountant                             85
  Senior Accountant                             85
  Senior Tax Specialist                         75
  Junior Accountant                             50
  Administrative & Support                      35

                 About Costa Bonita Beach Resort

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

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

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


COSTA BONITA: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Costa Bonita Beach Resort Inc. filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,243,170
  B. Personal Property            $1,803,201
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $8,213,436
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $293,220
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,916,297
                                 -----------      -----------
        TOTAL                    $14,046,371      $14,422,954

                 About Costa Bonita Beach Resort

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

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

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


DEAN FOODS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Dean Foods Co. to stable from negative. "At the same time, we
affirmed our 'B+' corporate credit rating, 'BB-' senior secured
rating, and 'B-' senior unsecured rating on the company. About
$3.77 billion of total debt was outstanding at Dec. 31, 2011," S&P
said.

"The outlook revision is based on Dean Foods' improved EBITDA
cushion on its financial covenants following debt reduction in
2011, and our view of some recent improvements in dairy processor
industry conditions and Dean Foods' operating results," said
Standard & Poor's credit analyst Jeffrey Burian.

"The ratings on Dean Foods Co. and its subsidiary, Dean Holding
Co., reflect Standard & Poor's view that the company's financial
risk profile is 'highly leveraged' and its business risk profile
is 'fair,' as defined in our criteria. Key credit factors we
considered in our assessment of Dean Foods' business risk profile
include the company's exposure to U.S. dairy industry conditions,
characterized by reduced fluid milk demand, excess production
capacity, a shift by consumers away from higher-margin branded
milk sales as economic conditions weakened, and recently high raw
milk and commodity input costs. Other key credit factors include
Dean Foods' position as the leading national dairy company in the
U.S., with close to a 40% market share; the company's portfolio of
national, regional, local, and private-label brands with solid
regional market positions; the company's extensive national
refrigerated distribution network; and its rapidly growing value-
added segments," S&P said.

"The stable outlook reflects our anticipation that the company
will maintain adequate liquidity and covenant cushion, and credit
measures near current levels. We could consider an upgrade if Dean
Foods achieves and sustains strengthened credit measures in line
with indicative ratios for an aggressive financial risk profile,
including an adjusted total debt to EBITDA ratio between 4x and
5x, and a ratio of FFO to total debt in the range of 12% to 20%,
and the company's covenant cushion is sustained above 15%. We
estimate Dean Foods could achieve these metrics in a scenario of
low-single-digit revenue growth and a mid- to upper-single-digit
EBITDA margin. We could consider a downgrade if the company's
financial policies become more aggressive, if leverage increases
significantly, if operating performance and cash flow deteriorate
substantially, if liquidity becomes constrained, or if the
company's covenant cushion declines to well below 10%," S&P said.


DELTA PETROLEUM: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Delta Petroleum Corporation 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              $356,774,329
  B. Personal Property           $17,018,454
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $38,535,548
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,740,387
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $272,393,439
                                 -----------      -----------
        TOTAL                   $373,792,783     $312,669,374

                       About Delta Petroleum

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

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

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

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

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


DIECAST REALTY: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Diecast Realty Holdings, LLC
        fka Diecast Connections Company, LLC
        896 Sheridan Street
        Chicopee, MA 01022

Bankruptcy Case No.: 12-30388

Chapter 11 Petition Date: March 20, 2012

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

Judge: Henry J. Boroff

Debtor's Counsel: Steven Weiss, Esq.
                  SHATZ, SCHWARTZ & FENTIN, P.C.
                  1441 Main Street, Suite 1100
                  Springfield, MA 01103
                  Tel: (413) 737-1131
                  E-mail: sweiss@ssfpc.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mab12-30388.pdf

The petition was signed by Beth Zastawny, manager.


EASTMAN KODAK: Bankruptcy Court Lifts Stay on RIM Suit
------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan lifted the automatic stay
that was applied to a pending patent-infringement lawsuit filed by
Research In Motion against Eastman Kodak Co.

In a March 9 order, the bankruptcy court lifted the stay, which
protects Eastman Kodak from litigation, to permit Kodak and RIM
"to proceed to judgment or other resolution."

Prior to the decision, Kodak and RIM agreed to proceed with a
trial that had been scheduled to begin this month.  The trial was
automatically halted after Kodak filed for bankruptcy protection.

The lawsuit, which is pending in a Texas district court, seeks
court declaration that RIM did not infringe on any valid claim of
three Kodak patents contrary to Kodak's allegations.

                       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: Retirees Say Termination of Benefits Premature
-------------------------------------------------------------
Eastman Kodak retirees Gladys D. Alston, James D. Wilson, Delores
J. Johnson, Colleen N. Wilson, Anthony Lewandowski, Diane Smith,
Jannie B. Nesmith, John A. Nayman, Samia McManus and Michelle
Lewandowski complain that, until the time a plan of reorganization
is presented to Court, modification or the unilateral termination
of the retirees' medical benefits are premature.

As reported in the March 8, 2012 edition of the Troubled Company
Reporter, Kodak is asking the U.S. Bankruptcy Court in Manhattan
for permission to end medical benefits for retirees eligible for
Medicare, citing significant savings from the termination.

The move would affect about 16,000 retirees who stopped working
after October 1991 or who became eligible to receive long-term
disability benefits after that date.

The Retirees assert that they should be given the opportunity to
fully research and review the allegations in the Debtors' motion
and enter into a discovery process to allow full understanding of
the benefit plan documents and the Debtors' financial condition to
evaluate the merits of any termination.

EKRA, Ltd., a non-profit organization formed by Kodak retirees,
argues that the Debtors' motion to terminate should not be granted
under the "business judgment" standard of Section 363 of the
Bankruptcy Code, but under the standard and process dictated by
Section 1114.

EKRA is represented by:

        Marc E. Richards, Esq.
        BLANK ROME LLP
        The Chrysler Building
        405 Lexington Avenue
        New York, NY 10174-0208
        Tel: (212) 885-5000
        Fax: (212) 885-5001
        E-mail: MRichards@BlankRome.com

             - and -

        Jeffrey A. Dove, Esq.
        MENTER, RUDIN & TRIVELPIECE, P.C.
        308 Maltbie St., Suite 200
        Syracuse, NY 13204-1498
        Tel: (315) 474-7541
        Fax: (315) 474-4040
        E-mail: jdove@menterlaw.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: Opposes Fujifilm Request to Pursue Patent Suit
-------------------------------------------------------------
Eastman Kodak Co. and its affiliates argue that the automatic stay
cannot be modified for Fujifilm Corporation to proceed with a
prepetition patent litigation because Fuji provides no
justification to burden the Debtors with defending a patent
infringement action outside of the Bankruptcy Court less than two
months into the Chapter 11 proceedings.  The Debtors also tell the
Court that -- prior to Fuji filing its lift stay motion -- they
have said they are discontinuing the alleged infringing products
as part of the phase out of their dedicated capture device
business that includes digital cameras.

The Debtors point out that nothing has happened in the Fuji Patent
Litigation other than the filing of the complaint.  Fuji makes no
showing that it would be irreparably harmed if the Patent
Litigation remains stayed, especially given the Debtors'
announcement to shut down its dedicated capture device business,
the Debtors argue.

If granted, Fuji's motion presents substantial risk to the
Debtors' reorganization efforts at this early stage of the
proceedings, Andrew G. Dietderich, Esq., at Sullivan & Cromwell
LLP, in New York, points out.  He notes that defending Fuji's
patent infringement claims will be expensive and will divert
resources and attention away from the reorganization efforts --
exactly what section 362 was designed to prevent.  The Debtors
would also likely face many more motions seeking relief from the
automatic stay to pursue prepetition damages claims for patent
infringement if Fuji's motion is granted, he adds.

The Debtors further argue that Fuji's request for a determination
that its postpetition claims are not subject to the automatic stay
should be denied because the patents where the claims are based
were issued prepetition and the claims were brought prepetition,
and, as a result, these claims are subject to the automatic stay.
But even if they were not, the Court should exercise its equitable
powers pursuant to Section 105(a) of the Bankruptcy Code or
Section 959(a) of the United States Code to extend the automatic
stay to prevent Fuji from asserting so-called postpetition claims
against the Debtors, Mr. Dietderich argues.

                       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).


ECOSPHERE TECHNOLOGIES: Jimmac Lofton Appointed as Director
-----------------------------------------------------------
Ecosphere Technologies, Inc., appointed Jimmac Lofton as a
director, beginning March 15, 2012.  In connection with his
appointment, Mr. Lofton received an automatic option grant under
the Company's 2006 Equity Incentive Plan.

                    About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.

As reported in the TCR on Mar 22, 2011, Salberg & Company, P.A.,
in Boca Raton, Fla., expressed substantial doubt about Ecosphere
Technologies' ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has a net loss applicable to Ecosphere Technologies,
Inc. common stock of $22,237,207, and net cash used in
operations of $1,267,206 for the year ended Dec. 31, 2010, and a
working capital deficit, a stockholders' deficit and an
accumulated deficit of $5,459,051, $1,780,735 and $110,025,222,
respectively, at Dec. 31, 2010.  In addition, the Company has
redeemable convertible cumulative preferred stock that is eligible
for redemption at a redemption amount of $3,877,796 including
accrued dividends as of Dec. 31, 2010.

The Company reported a net loss of $5.86 million in 2011 and a net
loss of $22.66 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $9.61 million
in total assets, $5.17 million in total liabilities, $3.98 million
in total redeemable convertible cumulative preferred stock, and
$458,986 in total equity.


ENERGY CONVERSION: Committee Taps Foley & Lardner as Counsel
------------------------------------------------------------
The Official Committee Of Unsecured Creditors in the Chapter 11
cases of Energy Conversion Devices, Inc., and United Solar Ovonic
LLC, asks the U.S. Bankruptcy Court for the Eastern District of
Michigan for permission to retain Foley & Lardner LLP as its
counsel.

The hourly rates of Foley & Lardner personnel are:

         Judy A. O'Neill, partner       $595
         John A. Simon, partner         $485
         Adam J. Wienner, associate     $340
         Tamar N. Dolcourt, associate   $280
         Veronica Crabtree, paralegal   $200

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

                  About Energy Conversion Devices

Energy Conversion Devices, Inc., and United Solar Ovonic LLC filed
for Chapter 11 bankruptcy (Bankr. E.D. Mich. Lead Case No 12-
43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides
over the case.  Covington & Burling serves as special counsel.
Kurtzman Carson Consultants serves as claims and noticing agent.
The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

ECD and USO consider themselves leaders in material science and
renewable energy technologies, with a proven track record of
successfully commercializing their technology innovations.  ECD is
a publicly traded company listed on the NASDAQ Global Select
Market under the ticker symbol "ENER."  ECD is primarily a holding
company that operates, through its subsidiaries, businesses
involving: (i) the manufacture and sale of flexible, lightweight
thin-film photovoltaic products through its wholly owned
subsidiary USO; and (ii) the installation and servicing of PV
systems through its wholly owned subsidiary Solar Integrated
Technologies, Inc.  SIT has initiated a chapter 7 proceeding
(Bankr. E.D. Mich. Case No. 12-_____) that is not jointly
administered with ECD and USO's Chapter 11 cases.

A multitude of industry, market and Debtors-specific factors
converged to force the Debtors to initiate the Chapter 11 cases,
including (i) explosive growth in manufacturing capacity of
competing solar products around the world, particularly low-cost
commodity PV products, which has caused a precipitous decline in
PV product pricing; (ii) substantial disruptions in key European
markets due to abrupt reductions in solar incentives, which have
eroded underlying PV system economics; (iii) contraction of
available credit for the Debtors' customers for financing PV
projects; (iv) the Debtors' overleveraged balance sheet driven
principally by ECD's unsecured notes due in June 2013, which are
impairing the Debtors' financial flexibility and going-concern
credibility; (v) legacy costs that were incurred under industry
conditions that have changed dramatically and are now unnecessary
and burdensome to the business, and (vi) uncertain financing to
invest in technology and product improvements that are critical to
retaining and expanding the Debtors' competitiveness.

The Debtors initiated the Chapter 11 Cases to maximize value for
its creditors by attracting new capital through a sale of all or
substantially all of the assets of USO and ECD's other assets.


ENERGY CONVERSION: Unit Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
United Solar Ovonic LLC, a debtor-affiliate of Energy Conversion
Devices, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of Michigan its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,000,000
  B. Personal Property          $103,866,408
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $412,579
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,773,524
                                 -----------      -----------
        TOTAL                   $113,866,408       $5,186,103

                  About Energy Conversion Devices

Energy Conversion Devices, Inc., and United Solar Ovonic LLC filed
for Chapter 11 bankruptcy (Bankr. E.D. Mich. Lead Case No 12-
43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides
over the case.  Covington & Burling serves as special counsel.
Kurtzman Carson Consultants serves as claims and noticing agent.
The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

ECD and USO consider themselves leaders in material science and
renewable energy technologies, with a proven track record of
successfully commercializing their technology innovations.  ECD is
a publicly traded company listed on the NASDAQ Global Select
Market under the ticker symbol "ENER."  ECD is primarily a holding
company that operates, through its subsidiaries, businesses
involving: (i) the manufacture and sale of flexible, lightweight
thin-film photovoltaic products through its wholly owned
subsidiary USO; and (ii) the installation and servicing of PV
systems through its wholly owned subsidiary Solar Integrated
Technologies, Inc.  SIT has initiated a chapter 7 proceeding
(Bankr. E.D. Mich. Case No. 12-_____) that is not jointly
administered with ECD and USO's Chapter 11 cases.

A multitude of industry, market and Debtors-specific factors
converged to force the Debtors to initiate the Chapter 11 cases,
including (i) explosive growth in manufacturing capacity of
competing solar products around the world, particularly low-cost
commodity PV products, which has caused a precipitous decline in
PV product pricing; (ii) substantial disruptions in key European
markets due to abrupt reductions in solar incentives, which have
eroded underlying PV system economics; (iii) contraction of
available credit for the Debtors' customers for financing PV
projects; (iv) the Debtors' overleveraged balance sheet driven
principally by ECD's unsecured notes due in June 2013, which are
impairing the Debtors' financial flexibility and going-concern
credibility; (v) legacy costs that were incurred under industry
conditions that have changed dramatically and are now unnecessary
and burdensome to the business, and (vi) uncertain financing to
invest in technology and product improvements that are critical to
retaining and expanding the Debtors' competitiveness.

The Debtors initiated the Chapter 11 Cases to maximize value for
its creditors by attracting new capital through a sale of all or
substantially all of the assets of USO and ECD's other assets.


ENERGY CONVERSION: Honigman Miller OK'd as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Energy Conversion Devices, Inc., and United Solar
Ovonic LLC to employ Honigman Miller Schwartz and Cohn LLP as
their general bankruptcy counsel.

As reported in the Troubled Company Reporter on Feb. 23, 2012,
Honigman has represented ECD and USO on a variety of corporate and
other matters for more than 10 years.  The Debtors believe
Honigman is able to represent them in their Chapter 11 cases in a
most efficient and timely manner.

ECD is aware that there might be disputes between the ECD estate
and the USO estate on interdebtor issues, such as the proper
characterization of ECD's advances to USO, whether ECD's claim
against USO should be equitably subordinated, whether there should
be substantive consolidation of the Debtors' estates and
potentially other issues.

ECD has advanced roughly $800 million to USO since 2003.  As of
Dec. 19, 2011, ECD and USO also entered into a $5,000,000 secured
Line of Credit Agreement to be used to fund USO's working capital
requirements.  The obligations under the Line of Credit Agreement
are secured by a security interest in certain of USO's working
capital assets, including without limitation, accounts, inventory
and other receivables.  As of the Petition Date, the outstanding

ECD said any dispute will be resolved by a consensual
reorganization plan.

Aware of the potential for disputes on these issues, ECD and
Honigman have agreed that, if there are actual disputes among the
Debtors' estates regarding the proper characterization of the
advances from ECD to USO or other issues, Honigman will not
represent any of the Debtors in such disputes.  Instead, special
counsel or the unsecured creditors committees of each estate will
handle such disputes.  With agreement of the parties and the
Court, Honigman could serve as a resource by producing
documentation and attempting to facilitate consensual resolutions
of the disputes.

Judy B. Calton, Esq., a partner at Honigman, attests that neither
Honigman, nor any of its partner or associate, has any connection
with the Debtors, their creditors, any party in interest, their
attorneys or accountants, the United States Trustee or the
employees of the Unites States Trustee.

An affidavit filed by Honigman with the Court indicates that:

     -- the Debtors' known bondholders and indenture trustee
        include (a) Angelo, Gordon; (b) Wolverine Asset
        Management; and (c) Bank of New York Mellon Trust Co.;
        And

     -- Plante & Moran PLLC is serving as financial advisors to
        the Debtors.  Deloitte Tax LLP provides tax services to
        the Debtors.  Alix Partners is serving as financial
        advisors to the Debtor.

Honigman's current standard hourly rates are $210 to $770 for
partners, $210 to $300 for associates, and $135 to $245 for legal
assistants.  The professionals at Honigman who are expected to
work on the representation of the Debtors and their standard
hourly rates include:

          Robert B. Weiss (partner)            $650
          Donald J. Kunz (partner)             $565
          Judy B. Calton (partner)             $560
          Gregory R. Schermerhorn (partner)    $400
          Aaron M. Silver (partner)            $375
          Daniel N. Adams (associate)          $290
          Amy Floraday (associate)             $225
          Kelsey Switzer (associate)           $225
          LeeAnn Provenzano (legal assistant)  $200

On Oct. 19, 2011, Honigman received a $200,000 retainer to cover
fees and expenses after that date, but received payment of its
ongoing fees and expenses to a certain extent after that date
while continuing to hold the retainer.  As a result, Honigman
holds a retainer of $38,836.13 for services to be rendered in the
Debtors' Chapter 11 cases and as an advance against expenses
incurred.  Any other payments Honigman received in the 90 days
before the Petition Date were in the ordinary course of business.

In a separate filing, the Debtors and the U.S. Trustee have agreed
to address the intercompany issues.

As discussed in the retention application, possible conflicts may
arise in connection with Honigman's representation of both Debtors
relating to (i) the characterization of the approximately $780
million advances made by ECD to USO (ii) characterization of the
prepetition $5,000,000 secured loan facility advanced by ECD to
USO, and (iii) the priority of funding made by ECD to USO pursuant
to the interim order approving the Debtors' cash management
system, including approval of use of cash collateral and
intercompany transfers on an administrative expense basis.

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

                  About Energy Conversion Devices

Energy Conversion Devices, Inc., and United Solar Ovonic LLC filed
for Chapter 11 bankruptcy (Bankr. E.D. Mich. Lead Case No 12-
43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides
over the case.  Covington & Burling serves as special counsel.
Kurtzman Carson Consultants serves as claims and noticing agent.
The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

ECD and USO consider themselves leaders in material science and
renewable energy technologies, with a proven track record of
successfully commercializing their technology innovations.  ECD is
a publicly traded company listed on the NASDAQ Global Select
Market under the ticker symbol "ENER."  ECD is primarily a holding
company that operates, through its subsidiaries, businesses
involving: (i) the manufacture and sale of flexible, lightweight
thin-film photovoltaic products through its wholly owned
subsidiary USO; and (ii) the installation and servicing of PV
systems through its wholly owned subsidiary Solar Integrated
Technologies, Inc.  SIT has initiated a chapter 7 proceeding
(Bankr. E.D. Mich. Case No. 12-_____) that is not jointly
administered with ECD and USO's Chapter 11 cases.

A multitude of industry, market and Debtors-specific factors
converged to force the Debtors to initiate the Chapter 11 cases,
including (i) explosive growth in manufacturing capacity of
competing solar products around the world, particularly low-cost
commodity PV products, which has caused a precipitous decline in
PV product pricing; (ii) substantial disruptions in key European
markets due to abrupt reductions in solar incentives, which have
eroded underlying PV system economics; (iii) contraction of
available credit for the Debtors' customers for financing PV
projects; (iv) the Debtors' overleveraged balance sheet driven
principally by ECD's unsecured notes due in June 2013, which are
impairing the Debtors' financial flexibility and going-concern
credibility; (v) legacy costs that were incurred under industry
conditions that have changed dramatically and are now unnecessary
and burdensome to the business, and (vi) uncertain financing to
invest in technology and product improvements that are critical to
retaining and expanding the Debtors' competitiveness.

The Debtors initiated the Chapter 11 Cases to maximize value for
its creditors by attracting new capital through a sale of all or
substantially all of the assets of USO and ECD's other assets.


EVEREADY INSURANCE: A.M. Best Downgrades FSR to 'C'
---------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C
(Weak) from C++ (Marginal) and issuer credit rating to "ccc" from
"b" of Eveready Insurance Company (New York, NY).  The outlook for
both ratings is negative.  Subsequently, A.M. Best has withdrawn
the ratings in response to company management's request to be
removed from A.M. Best's interactive rating process.

These rating actions reflect Eveready's accelerated premium
growth, elevated underwriting leverage, heightened adverse reserve
development and a recent increase in its loss frequency, all of
which have contributed to an approximate 25% loss in surplus for
the year ended 2011.  The outlook reflects the company's high
underwriting leverage and continued unprofitable underwriting
performance, which continue to pressure its risk-adjusted capital
position for its rating level.


FASTSHIP INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: FastShip, Inc.
        1608 Walnut Street, Suite 501
        Philadelphia, PA 1910

Bankruptcy Case No.: 12-10968

Chapter 11 Petition Date: March 20, 2012

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: Raymond Howard Lemisch, Esq.
                  BENESCH FRIEDLANDER COPLAN & ARONOFF, LLP
                  222 Delaware Avenue, Suite 801
                  Wilmington, DE 19801
                  Tel: (302) 442-7010
                  Fax: (302) 442-7012
                  E-mail: rlemisch@beneschlaw.com

Estimated Assets: $0 to $50,000

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

Affiliates that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
FastShip Atlantic, Inc.                12-10970   03/20/12
Thornycroft, Giles & Co., Inc.         12-10971   03/20/12
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Roland K. Bullard, II, president and
CEO.

A list of FastShip, Inc.'s 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/deb12-10968.pdf

A list of Thornycroft, Giles' three largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/deb12-10971.pdf


FLORES & FOLEY: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Wayne Faulkner at StarNews Online reports that Flores & Foley LLC
has filed for Chapter 11 bankruptcy protection in U.S. Bankruptcy
Court for the Eastern District of North Carolina, listing
liabilities of $3.628 million and assets of $1.165 million.
According to the report, the company owes New Hanover County
$8,264 in taxes.

Flores & Foley LLC operates a roofing company.


FOOT LOCKER: S&P Ups Corp. Credit Rating to 'BB'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Foot Locker Inc. to 'BB' from 'BB-'. The outlook is
stable. "We also raised the issue-level rating on the company's
unsecured debt to 'BB' from 'BB-' and maintained our '4' recovery
rating," S&P said.

"The upgrade reflects our expectation for 'strong' liquidity
(based on our criteria) in the near term and the company's
enhanced performance over the past year, which was ahead of our
forecast due to recent merchandising improvements," said Standard
& Poor's credit analyst Diya Iyer. She added, "Credit metrics
strengthened significantly over the last 12 months, and we
anticipate they will remain stable over the coming year."

"The stable outlook reflects our view that Foot Locker should
continue to improve modestly over the near term, because of slight
revenue growth and margin expansion. Although we anticipate that
growth is likely to slow over the coming year because of
macroeconomic headwinds, we expect it to remain positive," S&P
said.

"We could lower the rating if Foot Locker performs worse than our
expectations over the near term because of a material weakening of
consumer demand, severe merchandise missteps, or increased
competition. Under this scenario, leverage would approach the mid-
3.0x area because of flat same-store sales and a 120-bps margin
decline. Although unlikely, we could raise the rating if the
company can demonstrate continued performance gains without
meaningful sales or margin erosion. Under this scenario, revenue
growth would be in the high-single digits and margins would expand
about 100 bps over the next year due to higher-than-expected net
store openings in the U.S. and Europe," S&P said.


FORD MOTOR: S&P Rates RMB$1-Bil. Senior Unsecured Notes 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and 'cnBBB+' Greater China credit scale rating to Ford
Motor Co.'s 1 billion renminbi (RMB; about US$158 million) senior
unsecured notes due 2015. "At the same time, we assigned our
recovery rating of '3' to the notes, indicating our expectation
that lenders would receive meaningful (50% to 70%) recovery in the
event of a payment default. The notes represent the company's
first renminbi-denominated bond issuance," S&P said.

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

Ratings List

Ford Motor Co.
Corporate credit rating                      BB+/Stable/--

New Ratings

Ford Motor Co.
$1 bil renminbi sr unsec notes due 2015      BB+/cnBBB+
   Recovery rating                            3


FRIENDLY ICE CREAM: Plan Outline Hearing Scheduled for April 20
---------------------------------------------------------------
Friendly Ice Cream Corporation, et al., now known as Amicus Wind
Down Corporation, et al., submitted to the U.S. Bankruptcy Court
for the District of Delaware their proposed Chapter 11 Plan.

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

According to the Disclosure Statement, the Plan provides for the
liquidation and distribution of the Debtors' remaining assets for
the benefit of certain holders of allowed claims.  Specifically,
holders of Assumed Administrative Claims, Dip Claims, Other
Priority Claims, And Secured Credit Agreement Claims will be paid
full in cash.  Holders of Remaining Administrative Claims and
Priority Tax Claims will also be paid in full in Cash, provided
that no payment or payments on account of one or more Remaining
Administrative Claims or Priority Tax Claims, as applicable, taken
in the aggregate with all prior or contemporaneous payments on
account of Remaining Administrative Claims or Priority Tax Claims,
will exceed the amount set forth for all Remaining Administrative
Claims or Priority Tax Claims in the Wind-Down Budget without
either (i) the consent of the Committee, before the Effective
Date, or the Liquidating Trustee, after the Effective Date (which
consent will not be unreasonably withheld) or (ii) the approval of
the Bankruptcy Court.

Holders of Allowed Accrued Professional Compensation Claims will
be paid in full in Cash first from funds held in the Professional
Fee Escrow Account and then from the Liquidating Trust Assets only
if no funds remain in the Professional Fee Escrow Account.
Holders of Other Secured Claims will, at the option of the Debtors
(in consultation with the Committee) before the Effective Date, or
the Liquidating Trustee, after the Effective Date, be paid in full
in Cash, receive the collateral securing any such Allowed Other
Secured Claim or receive other treatment rendering the Claim
Unimpaired in accordance with section 1124 of the Bankruptcy Code
(unless a Holder of such Allowed Other Secured Claim agrees to a
different recovery), provided that no payment or payments on
account of one or more Other Secured Claims, taken in the
aggregate with all prior or contemporaneous payments on account of
Other Secured Claims, will exceed the amount set forth for all
Other Secured Claims in the Wind-Down Budget without either (i)
the consent of the Committee, before the Effective Date, or the
Liquidating Trustee, after the Effective Date (which consent will
not be unreasonably withheld) or (ii) the approval of the
Bankruptcy Court.

Holders of General Unsecured Claims and the PBGC General Unsecured
Claims, the only voting Classes, will receive all of the Debtors'
residual net distributable value.  All other Classes of Claims and
Equity Interests will receive no distribution on account of their
respective Claims and Equity Interests.

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

The Debtors set an April 20, 2012, hearing at 10:00 a.m., the
approval of the Disclosure Statement. Objections, if any, are due
April 13.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Sundae Group Holdings proposes to pay about $120 million for the
business.  The price includes enough cash to pay first-lien debt
and an amount of cash for unsecured creditors to be negotiated
with the official creditors' committee.  Aside from cash, Sun
Capital will make a credit bid from the $267.7 million in second-
lien, pay-in-kind notes.

The bid from Sun Capital is subject to higher and better offers
at an auction.  Under the proposed time-line, bids would be due
Nov. 24, followed by an auction on Dec. 1.  A competing bid must
be at least $122.6 million in cash.

Friendly's is one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.


FRONTIER COMMS: Improvement on Credit Cues Fitch to Affirm Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed Frontier Communications Corporation's
(NYSE: FTR) ratings as follows:

  -- Issuer Default Rating (IDR) at 'BB+';
  -- Senior unsecured $750 million revolving credit facility due
     2014 at 'BB+';
  -- Senior unsecured notes and debentures at 'BB+'.

The Rating Outlook is Stable.

Frontier's 'BB+' IDR reflects the meaningful improvement in its
credit profile following the acquisition of access lines in 14
states from Verizon on July 1, 2010.  Frontier has articulated a
long-term leverage target of approximately 2.5 times (x).  The
company is still above this target as gross debt-to-EBITDA in 2011
was 3.4x. Frontier's year-end 2011 leverage was slightly higher
than Fitch's expectations for 2011 leverage of 3.3x.  In 2012,
Fitch expects leverage to improve to 3.3x, pro forma for the
repayment of a $580 million maturity in mid-January 2013.

Fitch believes Frontier's 47% dividend reduction in February 2012
affirms management's commitment to improving its longer-term
leverage metrics.  The reduction is expected to save $348 million
on an annual basis.

In Fitch's view, Frontier's credit metrics have the potential to
strengthen, but improvements will be restrained through 2012.  An
Outlook change to Negative may result if the company's leverage
metrics do not improve from year-end 2011 levels of 3.4x after the
line integration is completed and if the company does not show
continued progress in growing revenues from business and data
services.  To accomplish the latter, Fitch believes an improvement
in the performance of the former Verizon properties under
Frontier's rurally-focused business model will need to be
demonstrated.

Ongoing competitive pressures are also factored into the ratings
of Frontier.  Its operations are showing a slow and relatively
stable rate of decline due to competitive pressures and
technological substitution; the sluggish economy is also having an
effect.  The marketing of additional services - including high
speed data - as well as cost controls have been mitigating the
effect of access line losses to cable operators and wireless
providers.  Recently announced regulatory reforms are not expected
to have a significant impact on the company in the near term.

Frontier has ample liquidity which is derived from its cash
balances, its $750 million revolving credit facility, and, on a
forward basis, FCF.  At Dec. 31, 2011, Frontier had $326 million
in cash and, in 2011, FCF after dividends was a nominal $1
million.  FCF has been pressured in 2011 by approximately $76
million of integration capital spending as well as the accelerated
broadband build-out, which contributed to capital spending of
approximately $748 million for the period.

As a result of the effect of the dividend reduction in 2012, Fitch
expects FCF to improve materially, given the lower dividend will
reduce dividend requirements by $348 million annually.  Fitch
expects 2012 FCF to be in a range of $360 million to $400 million
after dividends and integration expenses.  FCF expectations
reflect Frontier's capital spending guidance of $725 million to
$775 million plus integration capital spending of $40 million.
Capital spending is expected to decline materially in 2013 as the
broadband expansion is completed.

Liquidity is provided by a $750 million senior unsecured credit
facility, which is in place until Jan. 1, 2014.  The $750 million
facility is available for general corporate purposes but may not
be used to fund dividend payments.  The main financial covenant in
the revolving credit facility requires the maintenance of a net
debt-to-EBITDA level of 4.5x or less during the entire period. Net
debt is defined as total debt less cash exceeding $50 million.

In October 2011, the company entered into a five-year $575 million
senior unsecured term loan with CoBank and other lenders.  The
proceeds from the loan were used to repay the entire amount
outstanding on three debt facilities: 1) a $200 million Rural
Telephone Financing Cooperative term loan maturing in October
2011, 2) a $143 million CoBank term loan due December 2012, and 3)
a $130 million CoBank term loan maturing in December 2013.  The
principal financial covenant, net-debt-to-EBITDA of 4.5x or less,
is similar to the covenant in the revolving credit facility.  The
term loan amortizes at a quarterly rate of $14.375 million
beginning in the first quarter of 2012 with the remaining
principal amount due in October 2016.

Frontier has $94 million due in 2012, $639 million in 2013 and
$658 million in 2014.

The company's $100 million unsecured letter of credit facility
matures Sept. 20, 2012.  The facility has no financial ratio
covenants, and other negative covenants are similar to those in
its revolving credit facility.  A letter of credit was issued to
the West Virginia Public Service Commission to guarantee capital
expenditure commitments in the state with respect to the
acquisition of the Verizon lines.

Fitch has affirmed the following ratings with a Stable Outlook:

Frontier North Inc.

  -- IDR at 'BB+';
  -- $200 million unsecured notes due 2028 at 'BBB-'.

Frontier West Virginia

  -- IDR at 'BB+';
  -- $50 million private placement notes due 2029 at 'BBB-'.

Fitch has withdrawn the 'BB+' rating on the industrial development
revenue bonds (IDRBs) due to the small amount outstanding as
follows:

  -- $13.6 million Maricopa County Industrial Development
     Authority (AZ) IDRB series 1995.


GAC STORAGE: Tags Shaw Gussis as Lead Counsel
---------------------------------------------
GAC Storage Lansing, LLC, and its affiliates seek permission from
the Bankruptcy Court to modify the retention of Shaw Gussis
Fishman Glantz Wolfson & Towbin LLC from local to lead counsel.

The Debtors further request that the Court authorize and direct
their former counsel, Bernstein, Shur, Sawyer & Nelson, P.A., to
transfer certain retainer balances to Shaw Gussis for payment of
legal services and expenses.

On Nov. 17, 2011, the Court entered orders authorizing Lansing,
Copley and El Monte to employ Bernstein Shur as lead bankruptcy
counsel and Shaw Gussis as local counsel.  On Jan. 23, 2012, the
Court entered orders authorizing Anza and San Tan to employ
Bernstein Shur as lead bankruptcy counsel and Shaw Gussis as local
counsel.

Effective Jan. 1, 2012, Jay Geller, Esq., a shareholder of
Bernstein Shur, left Bernstein Shur to start his own practice.
Premised on this departure, the Debtors retained Shaw
Gussis as lead counsel and continued to employ Bernstein Shur on a
limited basis to ultimately transition the cases to Shaw Gussis.

                         About GAC Storage

GAC Storage Lansing, LLC, owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois.  The Company filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.
Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure,
Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the
Debtor as counsel.  Robert M, Fishman, Esq., and Gordon E.
Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin
LLC, in Chicago, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GORDIAN MEDICAL: U.S. Trustee Appoints 5-Member Creditors' Panel
----------------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, pursuant to 11
U.S.C. Sec. 1102(a) and (b), appointed seven unsecured creditors
to serve on the Official Committee of Unsecured Creditors of
Gordian Medical, Inc.

The Creditors Committee members are:

           1) Medline Industries, Inc.
              Shane M. Reed
              1 Medline Place
              Mundelein, IL 60060
              Tel: (847) 643-4103
              Fax: (866) 914-2729

           2) Hartmann USA, Inc.
              John Gilbert
              481 Lakeshore Parkway
              Rock Hill, SC 29730
              Tel: (803) 985-1125
              Fax: (803) 325-7614

           3) De Royal Industries, Inc.
              Tracy G. Edmundson
              200 DeBusk Lane
              Powell, Tennessee 37849
              Tel: (865) 362-2334
              Fax: (865) 362-1340

           4) Dermarite Industries, LLC
              Naftali Minzer
              P.O. Box 631
              Hawthorne, New Jersey 07507
              Tel: (973) 569-9000 X132
              Fax: (973) 807-1868

           5) Enterprise Fleet Management
              Michael Gerges
              17210 S. Main Street
              Gardena, CA 90248
              Tel: (310) 851-3571
              Fax: (310) 851-6571

                      About Gordian Medical

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

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

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


GREAT ATLANTIC: S&P Gives 'B-' Corp. Credit Rating on Ch. 11 Exit
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' corporate
credit rating to Montvale, N.J.-based The Great Atlantic & Pacific
Tea Co. Inc. (A&P). "At the same time, we assigned a 'B+' issue-
level rating (two notches above the corporate credit rating) and a
'1' recovery rating to the company's $270 million senior secured
term loan. The '1' recovery rating incorporates our expectation of
very high (90% to 100%) recovery of principal in the event of a
default by the company. The outlook is negative," S&P said.

"The rating reflects our view that the company will maintain
'adequate' liquidity in the near term and our belief that A&P has
the potential to improve operating performance such that it will
be able to sustain its postemergence capital structure," said
Standard & Poor's credit analyst Charles Pinson-Rose. He added,
"The view also incorporates our expectation that A&P can grow
profits to fund cash interest and capital spending with operating
cash flows."

"The outlook is negative, indicating that we may lower the
company's rating if it cannot generate sufficient cash to fund
cash interest costs (of both its first-lien term loan and second-
lien notes) and the necessary capital spending with operating cash
flows in the near term. We believe that EBITDA needs to be in the
range of $160 million to $190 million to successfully do so.
Although there are several factors that could inhibit the company
from reaching this level of profitability, we believe that if the
company's sales trends are considerably negative in 2012 or flat
or slightly negative throughout 2012 and into 2013, A&P won't
reach that level of EBITDA. In either of those cases, we would
likely lower our ratings. On the other hand, we would consider a
stable outlook if EBITDA improved to the range, and we were
comfortable that the sales and operating trends would lead to a
consistent performance," S&P said.


GREATER OPEN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Greater Open Door Church of God
        dba The Greater Open Door Church of God in Christ
        120 & 132 E. Artesia Blvd.
        Long Beach, CA 90805

Bankruptcy Case No.: 12-19966

Chapter 11 Petition Date: March 20, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Gene W. Choe, Esq.
                  LAW OFFICES OF GENE W. CHOE
                  3250 Wilshire Blvd., Suite 1200
                  Los Angeles, CA 90010
                  Tel: (213) 639-3888
                  Fax: (213) 383-8280
                  E-mail: maria@choicelaw.org

Scheduled Assets: $971,997

Scheduled Liabilities: $1,989,928

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-19966.pdf

The petition was signed by Pastor Garon Harden Sr., managing
member.


GRUBB & ELLIS: Has Final Order Approving BGC DIP Loan
-----------------------------------------------------
Grubb & Ellis Co. on Thursday obtained a final Court order
authorizing the Debtors to borrow up to $5.5 million of senior
secured, superpriority postpetition financing, and to use cash
collateral.  BGC Note Acquisition Co., L.P., an affiliate of BGC
Partners, Inc., is providing the DIP loan.

BGC Note Acquisition is the lender under a Credit Agreement, dated
April 15, 2011.  BGC Note Acquisition acquired the loan from
Colfin GNE Loan Funding, LLC, as collateral agent and as
administrative agent.  As of the Petition Date, the Debtors owed
the lender $30,029,055.

The Debtors have prepared a DIP budget through June 8.

The Debtors have a deal to sell their assets to BGC Partners.  The
DIP Agreement requires approval of the sale by April 4.

                        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.

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.


GULFSTREAM INT'L: Liquidating Trustee Taps VPL as Special Counsel
-----------------------------------------------------------------
Kenneth A. Welt, Liquidating Trustee of Gulfstream International
Group, Inc., sought and obtained permission from the Bankruptcy
Court to employ Jason Mazer and the Law Firm of VerPloeg &
Lumpkin, P.A., to serve as Special Insurance Counsel to assist in
the prosecution of claims and causes of action against certain of
the Debtors' prepetition Officers and Directors.

VPL has agreed to be retained for a contingency fee of 8%.

Mr. Mazer attests to the Court the VPL does not represent any
interest adverse to the Liquidating Trustee with respect to
matters for which it is to be retained.

                  About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-44131) on
Nov. 4, 2010.  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed US$15,967,096 in total
assets and US$25,243,099 in total liabilities.

Victory Park provided Gulfstream with up to US$5 million debtor-
in-possession financing to fund the Chapter 11 case.

As reported in the Troubled Company Reporter on May 18, 2011, Dow
Jones' DBR Small Cap said that Victory Park Capital is buckling
again into the airline sector, completing its purchase of
Gulfstream International Group Inc.  A prior bankruptcy court
order said there will be a "structured dismissal" of the Chapter
11 case within 30 days of the completion of the sale.

In December 2011, VPAA Co. dba/Gulfstream International Airlines
disclosed its adoption of a new name and brand: Silver Airways.
The name, along with its crisp and distinctive logotype, exemplify
the airline's dynamic growth potential, as well as its unwavering
commitment to providing highly professional, safe and efficient
operations.


GUN LAKE: Moody's Reviews 'B3' CFR for Possible Upgrade
-------------------------------------------------------
Moody's Investors Service placed Gun Lake Tribal Gaming
Authority's B3 Corporate Family Rating, B3 Probability of Default
Rating and B3 first lien senior secured term loan rating on review
for possible upgrade.

The decision to place Gun Lake's ratings on review for possible
upgrade considers that if the Supreme Court reverses the ruling
made by the D.C. Circuit Court of Appeals to reinstate the
standing of the individual who brought the lawsuit that questions
whether the federal government improperly took land into trust for
the Gun Lake Tribe to build a casino, it is Moody's understanding
that Gun Lake's right to operate Class III gaming can no longer be
contested. The U.S. Supreme Court is scheduled to hear the case in
April 2012 and a decision is expected by the end of the Supreme
Court's session in June.

Moody's review will focus on whether a favorable Supreme Court
ruling for the Tribe is rendered, along with the continued strong
operating performance of Gun Lake Casino, particularly its ability
to maintain debt/EBITDA below 3.0 times.

On review for possible upgrade:

B3 Corporate Family Rating

B3 $165 million first lien term loan due 2015

B3 Probability of Default Rating

Ratings Rationale

Moody's review for possible upgrade considers that in the 12
months that the Gun Lake Casino been open, it has performed well.
The casino has so far generated revenue, earnings and margins well
above Moody's initial expectations. Since opening in February
2011, Gun Lake has also repaid approximately $38 million of debt
bringing debt/EBITDA below 3.0 times, a level that could support a
one-notch upgrade of Gun Lake's Corporate Family Rating.

The review for possible upgrade also reflects the possibility of a
favorable ruling regarding the Gun Lake Tribe's right to operate
Class III gaming activities. However, while the operating results
of the Gun Lake Casino support a higher rating, there is
litigation pending that has challenged the authority of the U.S.
Secretary of the Interior to acquire the casino land into trust
for the Tribe. The plaintiff alleges that the Tribe did not
qualify to have land taken into trust under the Indian
Reorganization Act. Without this authorization, the Tribe would
not be allowed to operate Class III gaming. A favorable outcome,
admittedly too difficult to predict at this time, would eliminate
the litigation risk, which is the key limiting factor to Gun
Lake's rating.

The Gun Lake Tribal Gaming Authority is an unincorporated
instrumentality and political subdivision of the Match-E-Be-Nash-
She-Wish Band of Pottawatomi Indians of Michigan ("Tribe"). Gun
Lake owns the Gun Lake Casino -- which opened on February 6,2011
--- in Allegan County, Michigan. The Gun Lake casino is managed
and operated by MPM Enterprises, LLC pursuant to a formal
management agreement that has been approved by the National Indian
Gaming Commission. MPM is 50/50 joint venture owned by SC
Michigan, LLC, a wholly owned subsidiary of Station Casinos, Inc.
(B3, stable), and individual investors from Michigan.

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


H&S JOURNAL: Chap. 11 Trustee Hires Maltz to Sell NJ Property
-------------------------------------------------------------
Gregory Messer, Esq., the Chapter 11 Trustee of the estate of
Burnside Avenue Lot Stores, Inc., et al., sought and obtained
permission from the Bankruptcy Court to employ David R. Maltz &
Co., Inc., as auctioneer to sell the real property owned by H&S
Journal Square Associates, LLC, known as, and located at 912-920
Bergen Avenue, Jersey City, New Jersey.

By Stipulation and Order dated Sept. 8, 2011, the Court authorized
the Trustee to move forward with the sale of the H&S Journal
Property in the event that a Stalking Horse Contract was not
obtained by Oct. 31, 2011.  No offer was obtained by that date.

Furthermore by Stipulation dated Nov. 16, 2011, between the
Debtor, the Trustee and the Debtor's secured lender CA 912-921
Bergen Avenue, LLC, an agreement was reached on the amount of the
CA secured claim and also set forth that the Trustee would be
selling the H&S Journal Property through Maltz.

In the event that the H&J Journal Property is sold to CA, by
virtue of their credit bid, Maltz will be paid its out-of-pocket
expenses up to $20,000 by CA and if there is active bidding and CA
takes title to the H&S Journal Property then from the proceeds of
sale, and not from CA, Maltz will be paid commissions of $50,000.
In the event that H&S Journal Property is sold to a party other
than CA, then Maltz will be paid, as a buyer premium, a commission
of 2% of the gross price of the H&S Journal Square Property.

To the best of the Trustee's knowledge, Maltz has no connection
with the Debtor's creditors or with any other party-in-interest,
their attorney's or accountants.

                         About H&S Journal

Based in Jersey City, New Jersey, H&S Journal Square Associates
LLC is the owner of a property at 912-921 Bergen Avenue, Jersey
City, New Jersey, the mortgage of which is held by CA 912-924
Bergen Avenue LLC, as successor to Oritani Savings Bank.  The
Property consists of 59,500 square feet in three contiguous,
3 story mixed-use buildings occupying an entire block front in the
heart of Journal Square, a busy commercial and transportation hub
in Jersey City.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11623) on April 6, 2011.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, in New York,
represents the Debtor.  The Debtor disclosed $20,799,032 in
assets, and $18,944,510 in debts.

In September, H&S Journal filed with the U.S. Bankruptcy Court for
the Southern District of New York a plan of reorganization and an
explanatory disclosure statement.  The Plan contemplates the sale
of the Debtor's property.  The Debtor believes the sale will
generate sufficient proceeds to pay creditors in full, or at least
provides the opportunity for full payment depending on the
ultimate sale price.


HARTFORD FINANCIAL: Fitch Holds Rating on Two Jr. Debentures at BB
------------------------------------------------------------------
Fitch Ratings has affirmed all Issuer Default Ratings (IDRs), debt
and Insurer Financial Strength (IFS) ratings for the Hartford
Financial Services Group, Inc. (HFSG) and its primary life and
property/casualty insurance subsidiaries.  The Rating Outlook is
Stable.

Fitch's rating action follows HFSG's announcement that going
forward the company will focus on property/casualty commercial and
consumer markets, group benefits, and mutual funds businesses.  As
such, individual annuity will be placed into run off and HFSG will
pursue divestiture options for individual life, Woodbury Financial
Services and retirement plans.

Fitch already maintains separate IFS ratings on HFSG's life and
property/casualty companies that reflect each businesses
respective stand-alone financial profiles.  HFSG's life insurance
subsidiaries maintain 'A-' IFS ratings, which are two notches
below the property/casualty IFS ratings of 'A+'.  This approach
was implemented in February 2009 during the financial crisis to
reflect the divergence in operating performance and balance sheet
strength between the life and p/c operations.

HFSG's strategic announcement today does not significantly change
Fitch's assessment of the life and property/casualty operating
companies' financial strength.  Fitch expects that HFSG will
continue to support its insurance subsidiaries and maintain
insurance company capitalization that is consistent with the
current ratings, with HFSG not expected to sell any insurance
operating companies as part of any divestiture of businesses.
While the plan creates execution risk and has the potential to
impact HFSG's business position and franchise value of its ongoing
businesses, Fitch considers these risks to be manageable.

Favorably, a successful execution of HFSG's strategy could improve
the company's financial flexibility, particularly to the extent
that sales proceeds increase holding company cash, fixed
maturities, and short-term investments (approximately $1.6 billion
at Dec. 31, 2011) that could potentially be used to reduce debt.
As such, Fitch would most likely consider a positive rating action
on HFSG's IDR and debt ratings before the company's IFS ratings,
reflecting an improvement in notching between insurance company
ratings and holding company ratings.

Fitch's rationale for the affirmation of HFSG's ratings reflects
the company's overall profitable results, reasonable financial
leverage and sizable levels of holding company cash and financial
resources.  The ratings also reflect HFSG's lower level of recent
investment related impairments and exposure to credit and
investment risks, particularly in its life asset portfolio where
its above-average exposure to commercial real estate-related
investments is declining.

HFSG's capital position improved in 2011, with GAAP shareholders'
equity of $22.9 billion at Dec. 31, 2011, up 13% from $20.3
billion at Dec. 31, 2010.  HFSG's equity credit-adjusted debt-to-
total capital ratio (including accumulated other comprehensive
income) remains reasonable at 21.3% at Dec. 31, 2011, down from
24.5% at Dec. 31, 2010.

HFSG's operating earnings-based interest and preferred dividend
coverage has been reduced in recent years, averaging a low 3.4x
from 2008 to 2011.  This reflects both constrained operating
earnings and increased interest expense and preferred dividends
paid on capital over the last several years, including the
outstanding $1.75 billion 10% junior subordinated debentures
investment by Allianz SE in Oct. 2008.  Fitch expects the company
to maintain run-rate operating earnings-based interest and
preferred dividend coverage of at least 5.0x.

The ratings for Hartford Life's operations reflect an adequate
U.S. consolidated statutory capital position.  While capital
generation is expected to remain flat through 2012, Fitch expects
consolidated U.S. life insurance to remain above the company's
325% RBC targets for its life operations and 125% for its captive
operations.

The key rating triggers that could result in an upgrade include
strong and stable operating earnings in line with higher rated
peers and industry averages; Fitch's determination that investment
and VA risk will not cause a material level of volatility relative
to current capital; overall flat-to-favorable loss reserve
development; continued improvement in the quality and liquidity of
the investment portfolio; equity credit-adjusted debt to total
capital maintained below 25%; and reduced volatility of insurance
subsidiary capitalization.

The key rating triggers that could result in a downgrade include
significant investment or operating losses, including those from
the VA business line, that affect GAAP shareholders' equity by 20%
or more, or materially affect capital within the insurance
subsidiaries; sizable adverse prior year loss reserve development;
and equity credit-adjusted debt-to-total capital maintained above
30%.  The ratings of the property/casualty subsidiaries could also
be negatively affected to the extent they are needed to fund
potential capital needs of the life operations.

Fitch affirms the following ratings with a Stable Outlook:

Hartford Financial Services Group, Inc.

  -- Long-term IDR at 'BBB';
  -- $320 million 4.625% notes due 2013 at 'BBB-';
  -- $200 million 4.75% notes due 2014 at 'BBB-';
  -- $300 million 4.0% senior notes due 2015 at 'BBB-';
  -- $200 million 7.3% notes due 2015 at 'BBB-';
  -- $300 million 5.5% notes due 2016 at 'BBB-';
  -- $499 million 5.375% notes due 2017 at 'BBB-';
  -- $500 million 6.3% notes due 2018 at 'BBB-';
  -- $500 million 6% notes due 2019 at 'BBB-';
  -- $499 million 5.5% senior notes due 2020 at 'BBB-';
  -- $298 million 5.95% notes due 2036 at 'BBB-';
  -- $299 million 6.625% senior notes due 2040 at 'BBB-';
  -- $325 million 6.1% notes due 2041 at 'BBB-';
  -- $500 million 8.125% junior subordinated debentures due 2068
     at 'BB';
  -- $1.75 billion 10% junior subordinated debentures due 2068 at
     'BB';
  -- $556 million 7.25% mandatory convertible preferred stock,
     series F at 'BB';
  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2'.

Hartford Life, Inc.

  -- Long-term IDR at 'BBB';
  -- $149 million 7.65% notes due 2027 at 'BBB-';
  -- $92 million 7.375% notes due 2031 at 'BBB-';
  -- Short-term IDR at 'F2'.

Hartford Life Global Funding

  -- Secured notes program at 'A-'.

Hartford Life Institutional Funding

  -- Secured notes program at 'A-'.

Hartford Life and Accident Insurance Company

  -- IFS at 'A-'.

Hartford Life Insurance Company

  -- IFS at 'A-';
  -- Medium-term note program at 'BBB+'.

Hartford Life and Annuity Insurance Company

  -- IFS at 'A-'.

Members of the Hartford Fire Insurance Intercompany Pool:
Hartford Fire Insurance Company
Nutmeg Insurance Company
Hartford Accident & Indemnity Company
Hartford Casualty Insurance Company
Twin City Fire Insurance Company
Pacific Insurance Company, Limited
Property and Casualty Insurance Company of Hartford
Sentinel Insurance Company, Ltd.
Hartford Insurance Company of Illinois
Hartford Insurance Company of the Midwest
Hartford Underwriters Insurance Company
Hartford Insurance Company of the Southeast
Hartford Lloyd's Insurance Company
Trumbull Insurance Company

  -- IFS at 'A+'.


HARVEST OAKS: Court Confirms Chapter 11 Plan
--------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina has confirmed Harvest Oaks
Drive Associates, LLC's Third Amended Plan of Reorganization and
Disclosure Statement, dated Oct. 19, 2011.

As reported by the Troubled Company Reporter on Dec. 23, 2011,
Marjorie K. Lynch, Bankruptcy Administrator for the Eastern
District of North Carolina, filed a Statement in Response to the
Debtor's Third Amended Plan and Disclosure Statement.  The
Bankruptcy Administration commented that the Debtor's Amended
Plan generally meets the requirements of 11 U.S.C. Section 1122 as
well as Section 1123(a)(1)-(4).

Lender Harvest Plaza, LLC, is the only party to file an objection
to the Disclosure Statement.  In light of the settlement between
the Lender and the Debtor resolving the Lender's objection to the
Disclosure Statement and the revised Schedule D (projecting cash
receipts and disbursements during the 7-year term of the Plan) to
the Disclosure Statement, the Court finds that the Disclosure
Statement contains adequate information.

No objection has been filed to confirmation of the Plan other than
those of the Lender, Harvest Plaza Developers, LLC, and the
Bankruptcy Administrator which have been resolved.

The Debtor's members are Max Barbour (99%) and Cheryl Barbour
(1%).  The Plan does not change the members of the Debtor.  Max
Barbour will continue to serve as President of the reorganized
Debtor and to manage the shopping center without compensation.
The Plan won't permit any compensation by the Debtor to Max
Barbour or Cheryl Barbour until the earlier of (i) payment in full
of the Lender's allowed claim or (ii) prior written permission of
the Lender.

No creditor or equity holder has voted to reject the Plan other
than the Lender whose objection has been resolved.

A full-text copy of the 3rd Amended Disclosure Statement is
available for free at:

      http://bankrupt.com/misc/HARVESTOAKS_3rdAmdDSOct19.pdf

                        About Harvest Oaks

Harvest Oaks Drive Associates, LLC, owns a shopping center in
North Raleigh located at 9650 Strickland Road and 8801 Lead Mine
Road, in Raleigh, North Carolina.  The Shopping Center has
numerous tenants that include chain stores such as the Kerr Drug
and the UPS store, and local businesses such as restaurants,
shops, and other retail businesses.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.C. Case No. 10-03145) on April 21, 2010.  Trawick H
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company
in its restructuring effort.  In its schedules, the Company
disclosed $15,832,000 in assets and $14,634,161 in liabilities.


HERCULES OFFSHORE: Moody's Raises Corporate Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service upgraded Hercules Offshore, Inc.
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan. Upon completion of the
plan, the company's new senior secured notes will be rated B1 and
new senior unsecured notes will be rated Caa1. The rating for
Hercules' existing 10.5% senior notes was affirmed at Caa1. A
Speculative Grade Liquidity Rating of SGL-2 was assigned and the
outlook was changed to stable from negative.

The recapitalization plan includes the issuance of $100 million of
common equity, $300 million of senior secured notes, $200 million
of senior unsecured notes, and a new 5 year, $75 million secured
revolving credit facility which is projected to be unused at
closing. Proceeds from the equity offering and the new notes will
be used to repay the company's existing $453 million senior
secured term loan, to fund the $85 million acquisition and
refurbishment costs of the Ocean Columbia jack up rig from Diamond
Offshore Drilling, Inc. (Baa1 stable), and for general corporate
purposes. As a result of the recapitalization and the reduction in
senior secured debt, Hercules has the ability to, and has elected
to, suspend the collateral rights for its 10.5% senior notes due
2017.

"The re-capitalization will address what had been our most
immediate concern -- the near term maturity of Hercules' credit
facility and its relatively weak liquidity position," said Stuart
Miller, Vice President - Senior Analyst at Moody's. "The new
credit facility, the refinancing of the term loan, and the
resulting cash on the balance sheet from the capital markets
transactions greatly improves the company's liquidity position.
Longer term, we remain concerned by Hercules' highly leveraged
balance sheet and aging fleet of commodity jack up rigs."

Ratings Rationale

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years. Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident. However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates. For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates. These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

With limited cash flow from operations to invest in its fleet and
with a leveraged balance sheet, over the last two years Hercules
has issued equity to finance the expansion of its fleet. Besides
the Ocean Columbia acquisition, in April 2011, Hercules issued
$125 million of equity to fund its acquisition of Seahawk
Drilling, Inc., a competitor with a fleet of jack-ups in the GoM
market. While the use of equity to purchase cash flow generating
rigs is credit accretive, Moody's is concerned that developing a
reliance on equity issuances to maintain and supplement its rig
fleet may not be a long-term, sustainable strategy.

Leverage as measured by debt to EBITDA (including Moody's standard
adjustments) at the end of December 2011 was 5.5x. Looking
forward, Moody's expects leverage to improve modestly as EBITDA
grows from $165 million at yearend 2011 to a range of $200 to $250
million by the end of 2013. Over this time, Moody's expects debt
to remain fairly constant at about $900 million until $96 million
of convertible senior notes are put to the company in mid-2013.
Moody's projection for the gradual improvement in EBITDA is based
on the roll-over of existing rig contracts into new contracts with
dayrates that reflect the higher market rates that are currently
available. Assuming cash on hand is used to redeem the convertible
notes, by mid-2013 leverage could be at or below 4.0x, a level
that supports the B3 CFR.

The SGL-2 Speculative Grade Liquidity rating reflects good
liquidity. While free cash flow after maintenance capital
expenditures is marginal, the recapitalization provides a
significant cash balance and revolving credit availability for
Hercules. After the recapitalization, Hercules is projected to
have approximately $200 million of unrestricted cash on hand and
full availability under its $75 million senior secured revolving
credit facility. Access to the revolving credit facility is
predicated on remaining in compliance with a secured debt to
EBITDA maintenance covenant that is initially set at 4.25x with a
step down to 3.50x beginning in December 2012. With $300MM of
secured debt, EBITDA could drop precipitously before the covenant
would be tripped. Essentially all of Hercules' assets are pledged
to the senior secured loans and senior secured notes so there is
limited opportunity to generate secondary liquidity through asset
sales.

A positive rating action is unlikely until the company reduces the
ratio of total debt to EBITDA below 4.0x and generates cash flow
from operations that is at least equal to depreciation expense.
Leverage in excess of 6.0x or a deterioration in liquidity below
$100 million could result in a downgrade.

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

Hercules Offshore, Inc. is headquartered in Houston, TX and is a
provider of offshore contract drilling and liftboat services with
operations principally in the shallow water Gulf of Mexico (GOM)
and in a number of international locations.


HERCULES OFFSHORE: S&P Rates $300-Mil. Senior Secured Notes 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Hercules Offshore Inc.'s $300 million senior
secured notes due 2017. The issue rating on the notes is 'B+' (two
notches higher than the corporate credit rating). "The recovery
rating on this debt is '1', indicating our expectation of very
high recovery (90% to 100%) in the event of default," S&P said.

"At the same time, we assigned issue-level and recovery ratings to
Hercules' $200 million new senior unsecured notes due 2019. The
issue rating on the notes is 'B-' (the same as the corporate
credit rating). The recovery rating on this debt is '4',
indicating our expectation of average recovery (30% to 50%) in the
event of default," S&P said.

"We also revised the recovery rating on Hercules' existing 10.5%
$300 million notes to '4' from '3', indicating our expectation of
average recovery (30% to 50%) in the event of default. The issue-
level rating on these notes remains 'B-' (the same as the
corporate credit rating). We revised the recovery rating to
reflect the collateral suspension on these notes that gets
activated as a result of a reduction in secured debt. We will
withdraw the rating on the company's existing senior secured term
loan, as it will be repaid," S&P said.

"These rating actions come as Hercules refinances its capital
structure. It will use the proceeds of the new five-year senior
secured notes and seven-year senior unsecured notes to pay down
its existing senior secured term loan ($435 million as of February
2012). Concurrently, Hercules is issuing approximately $100
million of new equity, establishing a new $75 million senior
secured revolving credit facility (to replace its existing $140
million revolver), and acquiring a jack-up rig which will be
placed on a three-year contract in the Middle East. The company's
existing 10.5% $300 million senior secured notes due 2017 will
remain outstanding. However, these notes will become unsecured
after the collateral on them is suspended, given that total
secured debt will be less than $375 million when the refinancing
is complete," S&P said.

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment performance will
be weaker than in 2011 due to lower contract renewal day rates,
reflecting current market conditions. The ratings also incorporate
the company's geographic and product diversification (provided by
its liftboat segments) and adequate liquidity," S&P said.

Ratings List

Hercules Offshore Inc.
Corporate credit rating          B-/Stable/--

Ratings Assigned
Hercules Offshore Inc.
Senior secured
  $300 mil. notes due 2017        B+
    Recovery rating               1
Senior unsecured
  $200 mil. notes due 2019        B-
    Recovery rating               4

Ratings Affirmed; Recovery Revised
                                  To         From
Senior unsecured
  $300 mil. 10.5% notes due 2017  B-         B-
    Recovery rating               4          3


IH-2 LLC: Court OKs Ravich Mayer as Attorney
--------------------------------------------
IH-2, LLC, sought and obtained permission from the Bankruptcy
Court to employ Michael L. Meyer, Esq., and the law firm of Ravich
Meyer Kirkman McGrath Nauman & Tansey, a Professional Association,
as its attorneys.

The attorneys and paralegal that will provide services and their
hourly rates are: Michael L. Meyer, $450; Michael F. McGrath,
$375; Will Tansey, $305; Michael Howard, $225; and paralegal,
$150.

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

IH-2, LLC, doing business as Lowry Square Apartments and Hotel
Lowry, filed a Chapter 11 petition (Bankr. D. Minn. Case No.
12-30627) in its hometown in St. Paul, Minnesota, on Feb. 6, 2012.
The Debtor estimated assets of up to $50 million and debts of up
to $10 million.  Judge Nancy C. Dreher presides over the case.


INVESTORS LENDING: Unsecured Creditors Have 2 Options Under Plan
----------------------------------------------------------------
Investors Lending Group, LLC, filed with the U.S. Bankruptcy Court
for the Southern of Georgia a disclosure statement explaining its
Plan of Reorganization dated Feb. 17, 2012.

The Plan's objectives are to continue the operation of the
Debtor's business and to satisfy the allowed claims of creditors.

Class 5 consists of Unsecured Claims.  Class 5 creditors will have
two options for treatment of their claims:

   (1) Creditors will receive a total dividend of 16% of their
       Allowed Claim, in full and complete satisfaction of the
       same.  They will be paid a pro-rata share of $800,000, 15
       months from the Effective Date, and every 12 months
       thereafter on the anniversary date of the first payment,
       until the 16% dividend has been paid.  The length of time
       required to satisfy those creditors who choose the Option 1
       will depend on the number of creditors who choose Option 1
       and the total amount of those creditors' claims.  The
       Debtor estimates the pay-out period to be between 15 and 39
       months from the Effective Date.

   (2) Creditors who select this option will receive a total
       dividend of 33% of their Allowed Claim, to be paid 60
       months after the Effective Date, in full and complete
       satisfaction of those claims.

No interest will be paid on any Class 5 Claim.

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

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

                        About Investors Lending

Based in Savannah, Georgia, Investors Lending Group LLC filed for
Chapter 11 (Bankr. S.D. Ga. Case No. 11-41963) on Sept. 21, 2011.
Judge Lamar W. Davis Jr. presides over the case.  James L. Drake,
Jr. P.C., acts as counsel to the Debtor.  The Debtor scheduled
assets of $14,197,900 and debts of $18,634,570.  The petition was
signed by Isaac L. Rabhan, CEO/assistant manager.

In November 2011, the U.S. Trustee for Region 21 appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Investors Lending.  C. James McCallar, Jr.,
Esq., and Tiffany E. Caron, Esq., at McCallar Law Firm, in
Savannah, GA, represent the Committee.


INVESTORS LENDING: Wins Approval to Renew Existing Loan with UCB
----------------------------------------------------------------
The Bankruptcy Court authorized Investors Lending Group, LLC, to
renew an existing loan with United Community Bank.

On the Petition Date, the Debtor owed UCB roughly $500,000,
evidenced by a promissory note dated July 30, 2010, in the
original principal amount of $600,000, and secured by a first in
priority security deed, covering several real properties located
in Chatham County and Effingham County, Georgia.  The Note matured
by its terms on Oct. 10, 2011.

UCB has agreed to renew the Note on these terms:

   a) Loan Amount: $500,000 (or current principal balance)

   b) Term: 20 year amortization with a 35-month maturity

   c) Payments: 34 payments of $3,390 each and 1 payment
      estimated at $459,195

   d) Interest Rate: 5.25% fixed

   e) Release Prices:

      $114,750 for 123 Harvest Drive, Springfield, Georgia

      $127,500 for 106 Covenant Lane, Springfield, Georgia

       $60,000 for 815 Elliot Street, Savannah, Georgia

       $56,250 for 1527 Agate Street, Savannah, Georgia

      $183,750 for 313 E. 32nd Street, Savannah, Georgia

       $60,000 for 4021 First Street, Savannah, Georgia

       $71,250 for 1224 and 1126 Murphy Avenue, Savannah, Georgia

   f) Guarantors: Dr. Fred E. Rabhan and Ester Y. Rabhan

   g) Fees: Recording fees, appraisal fees, etc. to be paid in
      cash at closing, along with accrued and unpaid interest,
      if any.

UCB is advancing no new money to the Debtor under the transaction.

                       About Investors Lending

Based in Savannah, Georgia, Investors Lending Group LLC filed for
Chapter 11 (Bankr. S.D. Ga. Case No. 11-41963) on Sept. 21, 2011.
Judge Lamar W. Davis Jr. presides over the case.  James L. Drake,
Jr. P.C., acts as counsel to the Debtor.  The Debtor scheduled
assets of $14,197,900 and debts of $18,634,570.  The petition was
signed by Isaac L. Rabhan, CEO/assistant manager.

In November 2011, the U.S. Trustee for Region 21 appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Investors Lending.  C. James McCallar, Jr.,
Esq., and Tiffany E. Caron, Esq., at McCallar Law Firm, in
Savannah, GA, represent the Committee.


INVESTORS LENDING: Amends Schedules of Assets and Liabilities
-------------------------------------------------------------
Investors Lending Group, LLC, filed with the Bankruptcy Court an
amended Schedules of Assets and Liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $6,333,106
  B. Personal Property            $7,864,794
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                 $2,272,700
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $56,571
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $16,804,631
                                  -----------      -----------
        TOTAL                     $14,197,900      $19,133,903

The Debtor disclosed assets of $14,197,900 and debts of
$18,634,570 in the original schedules.  A copy of the amended
schedules is available for free at:

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

                      About Investors Lending

Based in Savannah, Georgia, Investors Lending Group LLC filed for
Chapter 11 (Bankr. S.D. Ga. Case No. 11-41963) on Sept. 21, 2011.
Judge Lamar W. Davis Jr. presides over the case.  James L. Drake,
Jr. P.C., acts as counsel to the Debtor.  The petition was
signed by Isaac L. Rabhan, CEO/assistant manager.

In November 2011, the U.S. Trustee for Region 21 appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Investors Lending.  C. James McCallar, Jr.,
Esq., and Tiffany E. Caron, Esq., at McCallar Law Firm, in
Savannah, GA, represent the Committee.


JOBSON MEDICAL: Gets Final Court Approval to Use Cash Collateral
----------------------------------------------------------------
Jobson Medical Information Holdings LLC obtained a final order
from the U.S. Bankruptcy Court to use cash collateral.

As reported in the Troubled Company Reporter on Feb. 14, 2012, the
Bankruptcy Court signed off on a stipulation between Jobson and
General Electrical Capital Corporation, as administrative agent to
the prepetition lenders (as successor to Toronto Dominion (Texas)
LLC in such capacity), granting the Debtors authority to use the
lenders' cash collateral for the limited period from the Petition
Date through March 26, 2012.

As of the Petition Date, the Debtors owed the Lenders under the
prepetition loan documents in the approximate outstanding
principal amount of no less than $117,288,305.  As of the Petition
Date, the aggregate outstanding amount of revolving loans was no
less than $9,171,471, the aggregate outstanding amount of term
loan was no less than $86,951,436, and the aggregate outstanding
amount of delayed draw term loan was no less than $21,165,398.

Pursuant to the Stipulation, the Administrative Agent and the
Lenders are entitled, pursuant to Sections 361 and 363(c)(2) and
(e) of the Bankruptcy Code, to adequate protection of their
interests in the Cash Collateral in an amount equal to the
diminution in value of the Cash Collateral and the Pre-Petition
Collateral.  As additional adequate protection, the Administrative
Agent (for the benefit of the Lenders) is granted, in an amount
equal to the diminution in value of the Cash Collateral and the
Pre-Petition Collateral on and after the Petition Date:

     (a) a first priority replacement lien on all of the Debtors'
         unencumbered assets and property;

     (b) a junior lien on all assets and property of each of the
         Debtors that is already encumbered as of the Petition
         Date by a valid, enforceable and nonavoidable lien; and

     (c) an allowed superpriority administrative expense claim.

                         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.


L.A. FITNESS: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: L.A. Fitness 24, LLC
        fka Lafayette Health Club, LLC
        2905 Kaliste Saloom Road
        Lafayette, LA 70508

Bankruptcy Case No.: 12-50314

Chapter 11 Petition Date: March 20, 2012

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Robert Summerhays

Debtor's Counsel: David Patrick Keating, Esq.
                  THE KEATING FIRM, APLC
                  P.O. Box 3426
                  Lafayette, LA 70502
                  Tel: (337) 354-2464
                  Fax: (337) 354-2467
                  E-mail: rick@thekeatingfirm.com

Scheduled Assets: $1,314,000

Scheduled Liabilities: 655,550

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/lawb12-50314.pdf

The petition was signed by Jason Paul Robino, managing member


LACY STREET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lacy Street Venture Ltd, LP
        2664 Lacy Street
        Los Angeles, CA 90031-1836

Bankruptcy Case No.: 12-19804

Chapter 11 Petition Date: March 20, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Blake Lindemann, Esq.
                  433 N Camden Dr 4th Fl
                  Beverly Hills, CA 90210
                  Tel: (310) 279-5269
                  Fax: (310) 279-5370
                  E-mail: blindemann@llgbankruptcy.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-19804.pdf

The petition was signed by Manuel Meza, president of general
partner.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Docor, Inc.                            11-30423   05/10/11


LEHMAN BROTHERS: Proposes $423-Mil. Reserve for Citadel Claim
-------------------------------------------------------------
Lehman Brothers Holdings Inc. asks Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to approve
a $423,036,454 reserve for Citadel Equity Fund Ltd.'s claim
against the company.

The move comes after Citadel allegedly refused to agree to
establish a reserve for its $1.3 billion claim against Lehman and
another $916 million claim against the company's special
financing unit.

Robert Lemons, Esq., at Weil Gotshal & Manges LLP, in New York,
said approval of the proposed $423,036,454 reserve would help
Lehman avoid maintaining a large reserve for Citadel's claim
against the company, which could reduce distributions to other
creditors.

Mr. Lemons said nothing needs to be reserved for Citadel's claim
against Lehman's special financing unit.

"Estimation of Citadel's claims solely for reserve purposes will
neither prejudice Citadel's rights to prosecute the claims," the
Lehman lawyer said in court papers.

A court hearing to consider approval of Lehman's request was set
for March 22.

                    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.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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 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.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Receives $1.534 Billion From HK Affiliate
----------------------------------------------------------
Lehman Brothers Holdings Inc. said on March 19 it has received a
cash distribution of $1.534 billion from Lehman Brothers Asia
Holdings.

The payment was Lehman's aggregate share of the first two
distributions of LB Asia, the company's affiliate in liquidation
in Hong Kong.  It was made pursuant to a settlement agreement
entered into on July 31, 2011, which took effect upon Lehman's
emergence from bankruptcy protection on March 6.

The payment received on March 15 had been anticipated and will be
included in Lehman's initial payment to its creditors on
April 17.  The company 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.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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 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.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Receives $850-Mil. for Neuberger Stake
-------------------------------------------------------
Lehman Brothers Holdings Inc. said on March 16 it has received
$850 million from Neuberger Berman Group LLC in connection with
the retirement of its entire outstanding preferred equity holding
in Neuberger Berman.

The funds will be available as anticipated for unsecured
creditors when Lehman makes its first payment on April 17.

The company disclosed previously that, when completed, its
monetization of Neuberger Berman holdings will generate as much
as $1.5 billion in aggregate proceeds, almost double what would
have been generated by a competing offer received post-bankruptcy
in 2008.  Combined with prior proceeds, Lehman has now received
more than $1 billion since completing this transaction, which
represents the Lehman estate's largest monetization to date.

At a December 14, 2011 hearing before the U.S. Bankruptcy Court
in Manhattan, the transaction was described as a significant
achievement for Lehman and a significant benefit for their
creditors as well as illustrative of the strategy employed
throughout the company's bankruptcy case to enhance the estate's
asset values.

"This preferred share redemption is another important milestone
in our continuing efforts to achieve maximum returns from our
Neuberger Berman holdings," said William Fox, who has served as
Lehman's chief financial officer since February 2009 and as a
director of Neuberger Berman representing Lehman's interest in
that company.

"Importantly, this transaction provides an immediate and
significant recovery to Lehman's creditors, and we expect to
provide additional value to creditors as Neuberger Berman moves
toward 100% employee ownership over the next few years," Mr. Fox
said.

Neuberger Berman, established in 1939 and independent for most of
its history, expects to utilize excess cash flow and additional
employee investments over the coming 4-5 years to retire the
estate's remaining minority common interest in Neuberger Berman.

                    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.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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 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.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Creditors Committee Backs Bermuda Unit Deal
------------------------------------------------------------
The Official Committee of Unsecured Creditors expressed support
for court approval of a deal between Lehman Brothers Holdings
Inc. and Lehman Re Ltd. that would reduce the Bermuda-based
insurance firm's claims to $1 billion.

Dennis Dunne, Esq., at Milbank Tweed Hadley & McCloy LLP, in New
York, said the amount proposed to be paid to Lehman Re under the
2007 Net Worth Maintenance Agreement is consistent with the
committee's evaluation of Lehman's obligations under that
agreement.

Mr. Dunne also said the loans to be purchased by Lehman's
commercial paper unit from Lehman Re "are likely to have a
substantially higher value in the debtors' hands than in those of
Lehman Re."

As reported in the March 6, 2012 edition of the Troubled Company
Reporter, the claims stemmed from a 1999 repurchase agreement
between Lehman's commercial paper unit and Lehman Re involving
residential and commercial mortgages and loans, and from a 2007
Net Worth Maintenance Agreement between Lehman and the insurance
firm.

The claim against Lehman's commercial paper unit is now valued at
$490 million while the claim under the 2007 agreement is allowed
against Lehman in the sum of $415 million.

Aside from the settlement of claims, the deal also requires
Lehman Commercial Paper Inc. to purchase loans from Lehman Re for
$32 million.  The loans are among those that were sold to the
insurance firm under the repurchase agreement before LCPI filed
for bankruptcy protection.

                    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.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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 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.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Creditors Committee Backs IRS Deal
---------------------------------------------------
The Official Committee of Unsecured Creditors has expressed
support for approval of a settlement between Lehman Brothers
Holdings Inc. and the Internal Revenue Service.

The proposed agreement calls for the settlement of a tax dispute
between the company and IRS.  Under the deal, the IRS made
concessions that reduce the amount of the adjustments to income,
tax credits, and penalties, which it proposed after auditing
Lehman's 2001 to 2007 consolidated income tax returns.

Dennis Dunne, Esq., at Milbank Tweed Hadley & McCloy LLP, in New
York, said the settlement is "reasonable," pointing out that
litigating each of the tax issues involved would be "protracted,
expensive and uncertain."

As reported in the March 5, 2012 edition of the Troubled Company
Reporter, the dispute ensued after the IRS proposed 36 adjustments
to income, tax credits, and penalties after auditing Lehman's 2001
to 2007 consolidated income tax returns, and evaluating additional
tax positions claimed by the company during the audit that were
not included in its originally filed consolidated income tax
returns.  The adjustments proposed by the IRS could potentially
increase tax liability by $2.6 billion, according to court
filings.

The proposed agreement calls for the settlement of 26 of the 36
issues that constitute the tax disputes between the company and
the IRS.  Under the agreement, the IRS made concessions that
reduce the amount of its proposed adjustments. Of the $2.6 billion
in adjustments proposed by the IRS, $1.8 billion is attributable
to the 26 issues.  As a result of the settlement, the IRS will
concede $1.1 billion of the $1.8 billion in taxes and penalties it
sought to impose while Lehman will agree to $652 million of
adjustments to tax.

                    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.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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 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.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               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)


LEVI STRAUSS: Fitch Affirms 'B+' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed its Issuer Default Rating (IDR) on Levi
Strauss & Co. (Levi) at 'B+' and revised the company's Rating
Outlook to Negative from Stable.  In addition, Fitch affirmed
Levi's credit facility and downgraded the company's unsecured term
loan and notes, as discussed below.  Levi had $2 billion of debt
outstanding at fiscal year-end Nov. 27, 2011.

The affirmation of the IDR reflects Levi's well-known brands,
strong market shares, and wide geographic diversity, balanced
against soft operating trends and continued high financial
leverage.  The Negative Outlook reflects the difficulty in
reversing the long-term decline in Levi's operating margins and
Fitch's expectation for only gradual operating improvement
beginning in the second half of 2012 (2H'12).

Levi generated 6.2% constant currency top-line growth in fiscal
2011 (ending November), driven by expansion of the retail network
and growth of the Levi brand.  Healthy growth in 2010 and 2011
follows an extended period of muted growth, with revenues in the
$4.1 billion-$4.4 billion range over the prior nine years.
Continued investment in the company's store network and other
brand-building initiatives should enable the company to sustain
low single-digit revenue growth going forward.

Levi's EBIT margins have been in decline for the past five years,
narrowing from 14.3% in 2006 to 7.2% in 2011 due to the global
recession together with Levi's investments in its products,
advertising, and retail stores.  The surge in cotton costs also
affected margins in 2011, as price increases were not sufficient
to offset these higher costs.

Cotton costs moderated in mid-2011, although the benefit of lower
costs will not flow through to the bottom line until 2H'12. Fitch
expects Levi's operating margins will stabilize and begin a
gradual recovery in the second half, with the potential for
further improvement beyond 2012 as the company manages its cost
structure more aggressively.  Margin improvement will also require
improved productivity from the company's retail stores, which
could be more challenging.

Free cash flow (FCF) after dividends was negative $149 million in
2011, due primarily to growth in inventories and receivables, in
part reflecting higher cotton prices.  FCF is expected to turn
positive in 2012 as working capital becomes a source of funds as
cotton prices moderate, and as margins begin to recover.

Levi has adequate liquidity, with $495 million in availability
under its revolver that expires in 2016, and $204 million in cash
on hand as of fiscal year-end.  The maturity schedule is
manageable, with the nearest debt maturity (excluding bank
borrowings) being the $324 million term loan due 2014.

The revolver matures in September 2016, although the maturity
accelerates to December 2013 if the term loan has not been
refinanced by that date.  Levi is expected to use FCF over the
next two years to partly pay down the term loan, and has the
option and capacity to roll the balance into the revolver,
minimizing refinancing risk.

Leverage (adjusted debt/EBITDAR) increased to 5.3 times (x) at
fiscal year-end 2011 from 4.8x at year-end 2010, due to lower
EBITDA and a $108 million increase in debt levels ($100 million of
which was repaid post-year-end).  This is considered high for the
rating level given Levi's weak margin trends, though Fitch expects
leverage will improve to around 5x at end-2012 as EBITDA starts to
recover and there is some debt repayment from FCF.

Fitch will consider revising the Rating Outlook from Negative to
Stable as there is evidence that Levi's operating margins are in a
sustained recovery, supported not only by lower cotton prices but
also tighter management of SG&A, leading to an improvement in
EBITDA to at least $500 million.  Fitch would also expect to see
FCF turn positive, approaching $100 million annually, permitting a
reduction in debt levels, and driving financial leverage to below
5x.

The 'BB+/RR1' rating of the $850 million secured revolving credit
facility reflects its superior position in the capital structure,
secured by domestic inventories and receivables, as well as the
Levi trademark.  The facility also benefits from upstream
guarantees from the domestic operating companies. These factors
lead to an expected recovery in a distressed scenario of 91%-100%.

The downgrade of the unsecured term loan and notes to'B+/RR4'
(which reflects an expected recovery in a distressed scenario of
30%-50%) from 'BB-/RR3' (equating to a 50%-70% recovery), reflects
the expansion of the credit facility (which is assumed to be
fully-drawn in a distressed scenario) to $850 million from $750
million, and the decline in EBITDA during 2011, reducing the
expected recovery to the senior unsecured debtholders.

Fitch has taken the following rating actions:

Levi Strauss & Co.

  -- IDR affirmed at 'B+';
  -- $850 million secured revolving credit facility affirmed at
     'BB+/RR1';
  -- Senior unsecured term loan and notes downgraded to 'B+/RR4'
     from 'BB-/RR3'.

The Rating Outlook is revised to Negative from Stable.


LOCATION BASED TECHNOLOGIES: Kenneth Fronk Named CFO
----------------------------------------------------
Location Based Technologies, Inc., has appointed Kenneth Eric
Fronk as the Company's chief financial officer.

                 About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

Location Based Technologies reported a net loss of $8.22 million
on $16,969 of total net revenue for the year ended Aug. 31, 2011,
compared with a net loss of $9.06 million on $67,090 of total net
revenue during the prior year.

The Company's balance sheet at Aug. 31, 2011, showed $9.40 million
in total assets, $4.17 million in total liabilities, $685,500 in
commitments and contingencies and $4.53 million in total
stockholders' equity.

Comiskey & Company, in Denver Colorado, expressed substantial
doubt about the Company's ability to continue as a going concern
following the 2011 results.  The independent auditors noted that
the Company has incurred recurring losses since inception and has
an accumulated deficit in excess of $37,000,000.  There is no
established sales history for the Company's products, which are
new to the marketplace.


LONG BEACH: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Long Beach Bible Institute
          dba Long Beach Bible College
        455 E. Artisia Boulevard
        Long Beach, CA 90805

Bankruptcy Case No.: 12-19968

Chapter 11 Petition Date: March 20, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Gene W. Choe, Esq.
                  LAW OFFICES OF GENE W. CHOE
                  3250 Wilshire Boulevard, Suite 1200
                  Los Angeles, CA 90010
                  Tel: (213) 639-3888
                  Fax: (213) 383-8280
                  E-mail: maria@choicelaw.org

Scheduled Assets: $858,150

Scheduled Liabilities: $1,468,347

The Company's list of its 15 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-19968.pdf

The petition was signed by Pastor Garon Harden, Sr., managing
member.


M WAIKIKI: Holthouse Carlin Approved as Tax Return Preparer
-----------------------------------------------------------
The U.S. bankruptcy Court for the District of Hawaii authorized M
Waikiki LLC to employ Holthouse Carlin & Van Trigt, LLP as tax
return preparer and consultant.

As reported in the Troubled Company Reporter on March 16, 2012,
HCVT has significant experience in tax return preparation for
hotels.  Also, HCVT has previously assisted the Debtor in
preparing its tax returns prior to the Debtor filing for
bankruptcy, so HCVT is familiar with the Debtor's business
operations and finances.

The hourly rates for HCVT's services range from $125 for staff to
$550 for tax partners.  Subject to Court approval, the key
personnel who will be assigned to the engagement are John Lilly,
Tax Partner, whose hourly rate is $410, and Stephanie Wilkinson,
Senior Tax Manager, whose hourly rate is $250.

Mr. Lilly assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at
Klevansky Piper, LLP, in Honolulu, Hawaii, are the attorneys to
the Debtor.  The Debtor tapped XRoads Solutions Group, LLC, and
Xroads Case Management Services, LLC, as its financial and
restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


M WAIKIKI: Says Marriott's Chapter Plan Cannot be Confirmed
-----------------------------------------------------------
M Waikiki, LLC, asks the U.S. Bankruptcy Court for the District of
Hawaii to deny approval of the Disclosure Statement explaining the
Plan of Reorganization proposed by Marriott International, Inc.
and Marriott Hotel Services, Inc.

According to the Debtor, among other things, the Sale Plan is not
only facially inferior to the Joint Plan filed by the Debtor and
the Davidson Family Trust, in that it pays creditors less for
their claims and eliminates equity, the Sale Plan fails to satisfy
the requirements of Section 1129 of the Bankruptcy Code and cannot
be confirmed.  Similarly, the Disclosure Statement fails to
provide adequate information to creditors and interest holders and
cannot be approved as drafted, according to the Debtor.

The Court will convene a hearing on April 24, 2012, to consider
the confirmation of the Plan of Reorganization, as amended,
proposed M Waikiki and The Davidson Family Trust dated Dec. 22,
1999.  According to the Debtor's case docket, the Court ruled at
the March 12 hearing that the Disclosure Statement is adequate.

                  The Chapter 11 Plan of Debtor

As reported in the Troubled Company Reporter on Feb. 6, 2012, the
Debtor has filed a Chapter 11 Plan that that contemplates that
sources of cash necessary for the Debtor to pay allowed claims
will be cash on hand, cash arising from the operation or sale of
the Debtor's hotel, an exit funding of $39,195,285 from the
Davidson Trust on the Effective Date and recovery from the
prosecution of all causes of action.

The Exit Funding has two components: an exit capital contribution
in the amount of $4,500,000 in cash and the secured exit loan in
the amount of $34,695,285.  In exchange for the exit capital
contribution, the Davidson Trust will receive 19% of the New
Senior Equity in the reorganized Debtor.

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

           http://bankrupt.com/misc/mwailiki.doc516.pdf

                  The Chapter 11 Plan of Marriott

Marriott has filed its own Chapter 11 plan for the Debtor.

According to the Disclosure Statement dated Feb. 27, 2012, the
Plan provides for full payment in cash of allowed claims for all
classes, except for equity interests.

The Plan is financed by the Proponents' proposed purchase of the
estate assets.  Specifically, on the Effective Date, the
Proponents will transfer to the estate:

   i) cash in an amount to be determined by the Proponents, in
      their sole discretion, by or before the Effective Date that
      is sufficient to fund the Plan; and

  ii) the release of the Marriott Secured and Unsecured Claims;
      the transfer will be in contemporaneous exchange for the
      estate's transfer to Marriott all estate assets, including
      claims that have been or may be brought by the estate before
      the Bankruptcy Court or otherwise.

In the event that Marriott is not the successful purchaser, the
Marriott secured and unsecured claims will not be waived or
released.

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


                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at
Klevansky Piper, LLP, in Honolulu, Hawaii, are the attorneys to
the Debtor.  The Debtor tapped XRoads Solutions Group, LLC, and
Xroads Case Management Services, LLC, as its financial and
restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MAALOUF ENTERPRISES: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Maalouf Enterprises L.L.C.
        8816 South Eastern Avenue
        Las Vegas, NV 89123

Bankruptcy Case No.: 12-13110

Chapter 11 Petition Date: March 20, 2012

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

Judge: Bruce A. Markell

Debtor's Counsel: Thomas E. Crowe, Esq.
                  THOMAS E. CROWE PROFESSIONAL LAW CORP.
                  2830 S. Jones Boulevard, #3
                  Las Vegas, NV 89146
                  Tel: (702) 794-0373
                  Fax: (702) 794-0734
                  E-mail: tcrowelaw@yahoo.com

Scheduled Assets: $800,000

Scheduled Liabilities: $1,695,700

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-13110.pdf

The petition was signed by Jesus Muniz-Ortiz, managing member.


MEDIA GENERAL: Moody's Continues to Review 'B3' CFR for Downgrade
-----------------------------------------------------------------
Moody's Investors Service is continuing its review for downgrade
of Media General, Inc.'s ratings following the company's
announcement that it obtained an amendment to its credit facility.
The amendment partially resolves certain aspects the review but
leaves open other material considerations, including a requirement
that Media General complete at least a $225 million bond offering
by May 25, 2012 and use the bulk of the proceeds to repay its term
loan as a condition to extending the credit facility maturity to
March 2015 from March 2013. Moody's initiated the review of Media
General's B3 Corporate Family Rating (CFR), B3 Probability of
Default Rating (PDR), and B3 senior secured note rating on
February 13, 2012. Media General's speculative-grade liquidity
remains at SGL-4 as the contingencies related to the credit
facility maturity extension have not been resolved.

Moody's continues to evaluate in the review Media General's
liquidity position, the level of cash interest expense expected
upon completion of any transactions, and the company's ability to
generate free cash flow that could be used to reduce debt. The
biggest open contingencies are the pricing and size of a bond
offering and whether Media General will execute on asset sales
that would reduce its very high leverage. Transactions that
provide Media General the ability to generate meaningful free cash
flow and repay debt, as well as significantly reduce refinancing
risk could lead to confirmation of the existing ratings.
Transactions that result in interest expense consuming all or most
of the company's unlevered cash flow could lead to a downgrade.

The amendment meaningfully loosens financial covenants, which
provides Media General a better ability to operate its businesses
without having to resort to cost containment actions that could
end up hurting the company's competitive position. As noted, the
amendment also provides for an extension of the credit facility by
two years if a bond offering and term loan pay down are completed.
Less favorably, the amendment results in an increase in the cost
of the facility, reduces the revolver commitment to $45 million
from $70 million, and requires Media General to fund a Liquidity
Account of at least $15 million from the proceeds of the proposed
note offering, which Liquidity Account is to be used prior to
accessing the revolver. Pricing on the facility will result in
higher interest costs as the spread is increasing from 450 basis
points to 700 basis points plus at least a 150 basis point PIK
interest component (depending on whether the proposed bond is
priced at a yield of 13% or higher), a 1.50% Libor floor is
implemented, the unused commitment fee is increasing from 100
basis points to 250 basis points, and a 1% amendment fee was
assessed.

The definition of covenant EBITDA was also adjusted in a manner
that suggests Media General has or may incur meaningful cash costs
for severance, facility closures and financing/consulting fees. In
particular, EBITDA add-backs are permitted for severance costs of
up to $30 million (including up to $15 million arising from the
sale of publishing assets), facility shut-down expenses of up to
$55 million (including up to $15 million arising from the sale of
publishing assets), and financial/legal advisory fees of up to $16
million through the end of FY 2012. Such charges could be a
meaningful drain on cash notwithstanding Media General's ability
to exclude such costs in the EBITDA calculation for its
maintenance covenants. In the review, Moody's will evaluate the
size and operational benefits that Media General would generate as
a result of these charges.

The principal methodology used in rating Media General was the
Global Broadcast Industry Methodology published in June 2008.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Media General, headquartered in Richmond, VA, is a local news,
information and entertainment provider. The company operates 18
television stations, 20 daily newspapers, more than 200 other
publications, and online enterprises primarily in the Southeastern
United States. Media General's revenue averaged approximately $650
million in the years ended December 2010 and 2011.


MEDIA GENERAL: Maturity of $363-Mil. Bank Debt Extended to 2015
---------------------------------------------------------------
Media General, Inc., has amended its existing bank credit
agreement.  The amendments include covenant modifications that
will provide the company more flexibility to operate in the
current uncertain economic environment.  Additionally, the amended
agreement provides for an extension of the maturity date of $363
million of bank debt from March 2013 to March 2015, in return for
a partial pay down of amounts outstanding.

The trigger for the extension will be raising a minimum of $225
million from the issuance of new notes by May 25, 2012.  Of the
$225 million, a minimum of $190 million will be applied to pay
down the outstanding term loan and an amount determined by formula
will be set aside in a liquidity account.  The Company's revolver
is reduced to $45 million with no amount outstanding at this time.
In addition to the term loan paydown, the revolver commitment will
be correspondingly reduced if the liquidity account funding is
increased by more than $15 million.

"We are pleased with the overall parameters of our new financing
structure," said Marshall N. Morton, president and chief executive
officer.  "While interest costs will be higher in 2012, our
amended credit agreement will provide Media General with more
flexibility to operate, as well as expanded opportunities to
reduce total debt through asset sales and pursuit of further
refinancing options.  Media General will continue to focus on
accelerating its digital strategy through expanding paid-content
initiatives, seeking beneficial partnerships with other fast-
growing online businesses, developing new technology and
broadening our product offerings," said Mr. Morton.

The Company said it expects operating cash flow in 2012 will cover
interest payments, capital expenditures of approximately $20
million and retirement plan contributions of approximately $13
million.

The amended bank term loan facility has an interest rate of LIBOR
with a 1.5% floor plus a margin ranging from 5% to 7% (and
commitment fees ranging from 2.25% to 2.50%), determined by the
Company's leverage ratio, as defined in the agreement.  In
addition to this cash interest, the company will accrue payment-
in-kind (PIK) interest of 1.5%.  PIK interest increases the bank
term loan outstanding, is accrued on outstanding balances and is
payable in cash on amounts outstanding at loan maturity.

Bank of America served as administrative agent on the transaction,
and the Peter J. Solomon Company served as strategic advisor. J.P.
Morgan will advise Media General on the issuance of new notes.

A copy of the Agreement is available for free at:

                        http://is.gd/pbI13R

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

The Company reported a net loss of $71.01 million on $448.47
million of total revenues for the nine months ended Sept. 25,
2011, compared with a net loss of $31.68 million on $488.23
million of total revenues for the nine months ended Sept. 26,
2010.

The Company reported a net loss of $74.32 million on $616.20
million of total revenues for the 52 weeks ending Dec. 25, 2011,
compared with a net loss of $22.63 million on $678.11 million of
total revenues for the 52 weeks ended Dec. 26, 2010.

The Company's balance sheet at Dec. 25, 2011, showed $1.08 billion
in total assets, $1.05 billion in total liabilities and
$33.95 million in stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on October 5, 2011,
Moody's Investors Service downgraded Media General, Inc.'s (Media
General) Corporate Family Rating (CFR) and senior secured bond
rating to B3 from B2, and lowered the company's speculative-grade
liquidity rating to SGL-4 from SGL-3.  The rating actions reflect
the liquidity pressure from the approaching March 2013 credit
facility maturity and heightened risk of a covenant violation, as
well as the operating pressure from a weaker advertising market.
The rating outlook is negative.

The TCR also reported on Oct. 28, 2011, that Standard & Poor's
Ratings Services lowered its corporate credit on Richmond, Va.-
headquartered Media General Inc. to 'CCC+' from 'B-'.  "The
downgrade reflects our expectation that Media General could face
difficulties in maintaining covenant compliance in 2012," S&P
said.


MERCURY PAYMENT: Moody's Upgrades Corp. Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service upgraded Mercury Payment Systems, LLC's
ratings, including its Corporate Family Rating (CFR) to B1 from
B2, and the ratings for its senior secured credit facilities to B1
from B2. The outlook for ratings is stable. MPS is in the process
of amending its credit agreement to reduce pricing for its first
lien term loans.

Moody's has taken the following rating actions:

  Issuer: Mercury Payment Systems, LLC.

   Corporate Family rating, Upgraded to B1 from B2

   Probability-of-default rating, Upgraded to B2 from B3

   $25 million senior secured Revolving credit facility due
   July 2016, Upgraded to B1, LGD3 (34%), from B2 LGD3 (34%)

   $199 million outstanding senior secured Term Loan B due July
   2017, Upgraded to B1, LGD3 (34%), from B2 LGD3 (34%)

Outlook is stable.

Ratings Rationale

The upgrade of the CFR to B1 reflects MPS' track record of organic
revenue and operating cash flow growth driven by a growing
merchant base and the company's alleviated execution risks in
implementing its internally developed processing platform. Moody's
expects MPS' Total Debt-to-EBITDA leverage should decline to below
3.0x by the of 2012 -- nearly a turn lower than previously
expected -- resulting from EBITDA growth.

MPS is developing an in-house platform (IHP) for processing
merchant payment transactions which is expected to result in
transactions processing cost savings as the company converts its
merchant base to IHP in the next three years. Although elevated
levels of spending to deploy IHP is expected to constrain free
cash flow in 2012, Moody's expects the declining spending in 2013,
coupled with organic EBITDA growth should materially enhance MPS'
free cash flow in 2013 and beyond as the company fully migrates
its customers onto the IHP by the end of 2015. The upgrade also
considers MPS' alleviated execution risks in converting its
customer base to IHP as the company recently extended its
agreement with its third party processor. The agreement provides
MPS the flexibility to complete the phased migration over an
extended period of time while retaining the services of its third
party processor. In addition, Moody's expects MPS to maintain good
liquidity consisting of its cash balances and access to a $25
million revolving line of credit through the conversion process.

The B1 CFR additionally considers the defensibility of MPS'
business model through its long standing relationships with niche
software developers and integrated point of sales (IPOS) dealers
focusing on small and medium sized merchants. MPS' ability to
integrate its payment processing functionality within the IPOS
systems and its recurring revenue sharing incentives with the IPOS
dealers increases the stickiness of its service, which contributes
to the company's low volume attrition rates, which are below the
industry average.

The B1 rating is constrained by MPS' modest scale relative to
other merchant acquirers and the highly competitive nature of the
merchant acquirers/payment processors industry, which includes
several operators with significantly large operating scale and
strong merchant referral channels through affiliations with
financial institutions. The rating considers the potential for
debt financed returns to shareholders, which could offset the
projected deleveraging.

The stable ratings outlook considers MPS' good liquidity and
expectations of operating cash flow growth, especially in 2013,
driven by organic EBITDA growth and lower operating costs.

Given MPS' limited operating scale and projected levels of
profitability in the next 12 to 24 months, a ratings upgrade is
unlikely over this period. Moody's could upgrade MPS' ratings if
the company maintains conservative financial policies and
demonstrates a meaningful growth in market share and free cash
flow (after tax distributions to partners) over time.

Moody's could downgrade MPS' ratings if cost overruns or
challenges in converting its customers to internal payment
processing platform result in a degradation of MPS' liquidity. The
ratings could be downgraded if MPS' Debt-to-EBITDA leverage
(Moody's adjusted) approaches 4.5x and free cash flow remains in
the low single digit percentages as a result of competitive
challenges, erosion in profitability or customer base, or delays
in realizing the cost savings from IHP platform.

The principal methodology used in rating Mercury Payment Systems
was Moody's Global Business and Consumer Services Industry
Methodology, published in October 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Mercury Payment Systems, LLC is headquartered in Durango, CO and
provides payment processing services to small and medium-sized
merchants in the U.S. and Canada.


MERISANT CO: S&P Raises Corporate Credit Rating to 'B'
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Chicago-based Merisant Co. to 'B' from 'B-' following
the company's continued debt reduction, maintenance of adequate
liquidity, and improved top line growth. Merisant reduced its term
loan by about $27 million to $88 million at Dec. 31, 2011 from
$115 million in December 2010. "We also raised the issue-level
rating on the company's senior secured credit facility to 'BB-'
from 'B' to reflect the higher corporate credit rating and debt
reduction. We revised the recovery rating to '1' from '2',
indicating our expectations for very high (90% to 100%) recovery
in the event of a payment default," S&P said.

"We anticipate that Merisant will maintain adjusted leverage below
4x, maintain adequate liquidity, and continue to grow net sales
while maintaining EBITDA margins near current levels," said
Standard & Poor's credit analyst Bea Chiem.

"We estimate the company had $88 million in reported debt
outstanding as of Dec. 31, 2011 and $80.8 million as of Feb. 29,
2012. Including our adjustments for operating leases and preferred
stock, we estimate that Merisant had $183 million in adjusted debt
outstanding as of Dec. 31, 2011," S&P said.


MF GLOBAL: Hedge Funds Appeal Sec. 761-767 Ruling
-------------------------------------------------
Sapere Wealth Management LLC, Granite Asset Management, and
Sapere CTA Fund, L.P., took an appeal from Bankruptcy Judge Martin
Glenn's order denying their request for the Debtors' estates to be
administered pursuant to Sections 761-767 of the Bankruptcy Code
and Section 190 of the Code of Federal Regulations.

Sapere asks the U.S. District Court for the Southern District of
New York to determine:

  (1) Whether the Bankruptcy Court erred in ruling that there is
      no legal basis for administering this case under Sections
      761-767 and Section 190, including ruling that:

         (a) The doctrine of United States v. Bestfoods, 524
             U.S. 51, 62 (1998), cannot and/or does not subject
             MF Global Holdings, Ltd. to fulfilling the
             regulatory obligations of MF Global, Inc.;

         (b) Section 2(a)(1)(b) of the Commodity Exchange Act
             cannot and/or does not subject MF Global Holdings,
             Ltd. to fulfilling the regulatory obligations of MF
             Global, Inc.; and

         (c) MF Global Holdings, Ltd. cannot be and/or is not a
             de facto commodities broker even though it operated
             as a central managed, single point of access,
             single intermediary commodities broker that
             accessed $1.6+ Billion in commodities customers'
             segregated-account funds to cover debtors' (not
             commodities customers') obligations in
             contravention of law?

  (2) Whether the Bankruptcy Court erred in ruling that MF
      Global Holdings, Ltd. was not a commodities broker and
      therefore not subject to the estate administration rules
      set forth in Sections 761-767 and Section 190?

  (3) Whether the Bankruptcy Court erred in disregarding the
      debtor's judicial admission in its Petition and
      accompanying exhibits that debtor "is one of the world's
      leading brokers in markets for commodities" and allowing
      the case to proceed under Chapter 11?

  (4) Whether the Bankruptcy Court erred in ruling that
      conversion of this Chapter 11 case to a Chapter 7 case was
      not warranted, and therefore ruling that the estate's
      administration was not subject to the rules set forth in
      Sections 761-767 and Section 190?

  (5) Whether the Bankruptcy Court erred in holding that Sapere
      had to cite specific facts that do not come from news
      articles in order to prove that debtor is a commodities
      broker, while the Bankruptcy Court simultaneously denied
      Sapere the opportunity to conduct the discovery necessary
      to provide the specific factual evidence?

  (6) Whether the Bankruptcy Court erred in not imposing the
      burden of proof on the debtor, its Chapter 11 Trustee
      and/or the Official Committee of Unsecured Creditors?

  (7) Whether the Bankruptcy Court's equity powers, including
      those under Section 105 of the Bankruptcy Code, provide a
      fair and just remedy for commodities customers of MF
      Global under these circumstances?

As reported by the Feb. 10, 2012 edition of the Troubled Company
Reporter, Judge Glenn denied Sapere's motion to direct the
Debtors' estates to be administered pursuant to Sections 761-767
of the Bankruptcy Code and Section 190 of the Electronic Code of
Federal Regulations.

Administration under Sections 761-767 would treat MF Global Inc.
commodities customers that held segregated accounts as a customer
class of the Chapter 11 Debtors, entitling them to receive
payment from the Chapter 11 Debtors' estates of 100% of their
segregated-account funds on a first-priority basis, ahead of all
creditors of the Chapter 11 Debtors.

Judge Glenn explained in a memorandum accompanying his order that
he cannot apply Section 766 to the Chapter 11 Debtors' cases
pursuant to Section 105 of the Bankruptcy Code without converting
the cases to one under Chapter 7.

                          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: Senators Balk at Bonuses for 3 Executives
----------------------------------------------------
U.S. Senators Amy Klobuchar and Jon Tester criticized the trustee
for MF Global Holdings Ltd.'s Chapter 11 case for considering
payment of bonuses to three high-ranking company executive.

Louis J. Freeh, a former FBI director who is now trustee for MF
Global's Chapter 11 case, said the company is preparing bonus
packages for Bradley Abelow, Chief Operating Officer, Laurie
Ferber, General Counsel, and Henri J. Steenkamp, Chief Financial
Officer.

Ms. Klobuchar said paying bonuses was unacceptable "while
Minnesota farmers and ranchers still have not been able to recover
all of their missing funds," Bloomberg News related.  Mr. Tester
added that paying bonuses would be "outrageous," The Wall Street
Journal reported.

The Chapter 11 Trustee, however, said there is yet no decision on
whether to ask the bankruptcy judge for approval of bonuses for
the executives.  The amount of the bonus is not yet disclosed but
Diana DeSocio, an MF Global spokeswoman, said the bonus amounts
for the three executives would be less than they made prior to
the bankruptcy.

In defense of the proposed bonus payments, Frank Piantidosi, who
is working with the Chapter 11 Trustee, said "The value that
Brad, Henri and Laurie bring by helping to liquidate and recover
assets for the estate outweighs the cost to retain them,"
Bloomberg related.  It would cost more to replace them with
outside consultants less familiar with MF Global's operations, he
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)


MF GLOBAL: Futures Customers Object to Claims Assignment
--------------------------------------------------------
Kay P. Tee, LLC, Thomas G. Moran, John Andrew Szokolay, Donald
Tran, William Fleckenstein, Mark Dwyer, Robert Marcin, Charles
Andrews, Jr., Thomas S. Wacker, and Summit Trust Company --
futures customers of MF Global Inc. -- notified the Court of an
unexplained, unauthorized, and inappropriate demand by the SIPA
Trustee: that MF Global's customers -- whose money was stolen
from their accounts -- release, assign, and transfer a broad
array of important legal rights in exchange for receiving any
further distributions in MF Global's SIPA liquidation.

The Futures Customers said they filed the notice out of a serious
concern that the Court may not be aware of the contents of the
"Declaration, Release and Assignment" being mailed to tens of
thousands of MF Global commodity customers.

"It may be interpreted to release claims being asserted in the
numerous class action lawsuits filed by aggrieved customers," the
customers said in a court filing, Linda Sandler of Bloomberg News
related.  "It could also potentially be asserted as a bar to
recovery by some or all of the defendants joined in these
lawsuits, including claims in the suits against parties alleged
to be responsible for the misappropriation of customer funds."

                          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)


MILAGRO OIL: S&P Cuts Corp. Credit Rating to 'CCC+'; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based Milagro Oil & Gas Inc. (Milagro) to 'CCC+'
from 'B-'. The outlook is negative.

"We lowered the issue-level rating on Milagro's second-lien
secured notes to 'CCC+' (same as the corporate credit rating) from
'B-'. The recovery rating remains '4', indicating our expectation
of average (30% to 50%) recovery in the event of a payment
default," S&P said.

"The rating action reflects Milagro's increasingly tight
liquidity," said Standard & Poor's credit analyst Christine
Besset. Milagro had $5.6 million of cash and $127.5 million drawn
on its revolver as of Sept. 30, 2011. "We believe that Milagro
currently has very minimal cash balances and has drawn further
under its revolving credit facility," added Ms. Besset. "We also
expect the company's $180 million borrowing base to decline by 15%
to 20% due to lower natural gas prices and for Milagro to use its
funds from operations and revolver availability in the remainder
of 2012 to fund capital spending. As a result, we estimate that
the company will have less than $25 million of liquidity
(combination of cash and revolving credit facility availability)
at some point this year. In addition, we believe that the company
has very little cushion relative to anticipated performance levels
on the maximum leverage ratio covenant contained in the credit
facility."

"The rating on Houston-based Milagro Oil & Gas Inc. reflects the
company's relatively small asset base and production levels,
significant exposure to natural gas prices, historically weak
reserve replacement metrics, and high leverage. The ratings also
reflect the company's longer reserve life relative to other Gulf-
based E&P companies and weak liquidity position," S&P said.

"The negative outlook reflects the company's tightening liquidity
position and highly leveraged balance sheet. We would consider a
negative rating action if the company's liquidity deteriorates
further. A revision of the outlook to stable would require an
improvement in the company's liquidity and development of a more
consistent track record in production and reserve growth," S&P
said.


MMM HOLDINGS: Moody's Rates $550MM Sr. Sec. Credit Facility 'B1'
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 senior secured debt
rating to MMM Holdings, Inc.'s and NAMM Holdings, Inc.'s $550
million ($500 million term loan and $50 million revolver) shared
senior secured credit facility. The rating agency also affirmed
the B1 corporate family rating of MMM Holdings and the Ba1
insurance financial strength (IFS) ratings of the companies'
operating subsidiaries, MMM Healthcare, Inc. and PrimeCare Medical
Network, Inc. The outlook on all the ratings is stable. The net
proceeds from the facility are being used to prepay the amounts
outstanding under the current credit facility and the payment of a
dividend to shareholders, as well as for general corporate
purposes.

Ratings Rationale

Commenting on the affirmation of the ratings of MMM Holding and
its operating companies, Moody's stated that while the new credit
facility will increase the amount of outstanding debt to $500
million from approximately $266 million at year-end 2011, the
company's leverage and coverage metrics should remain within the
expectations -- but at the high end of the range -- for the
company's rating level (pro-forma 2012 debt to EBITDA of
approximately 1.6 times and EBITDA interest coverage of 6.5
times). In addition, the rating agency noted that given the
company's consistent earnings and cash flow generation over the
last several years, the debt is expected to return to levels that
are more consistent with the company's recent historical levels by
the end of 2013. The rating affirmation and stable outlook also
reflects the company's solid and stable operating performance,
which has benefited from MMM's improved medical management
initiative, led by its development of exclusive independent
practice association (IPA) relationships.

Commenting on the group's credit negatives, Moody's added that the
ratings reflect Aveta's leveraged capital structure, including the
large amount of goodwill on the balance sheet; high concentration
in Puerto Rico; and the company's dependence on Medicare Advantage
(MA) products. Moody's Senior Vice President, Steve Zaharuk,
stated that, "The major concern with MA business is the change in
government reimbursement levels under the healthcare reform act.
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, the rating agency noted that despite recent reductions in
the level of reimbursements to managed care companies, membership
growth has remained solid, especially for MMM in Puerto Rico,
where its margins provide the company the flexibility to offer a
competitive benefit plan without raising premiums.

The rating agency noted that at the close of the transaction, the
credit facility will consist of a five-year $500 million term loan
due in March 2017 and a five-year $50 million undrawn revolver.
Under the credit facility agreement, MMM Holdings and NAMM
Holdings will continue to be equal co-borrowers. The credit
facility will have a guarantee from Aveta Inc. (Aveta, unrated),
the parent company of MMM Holdings and NAMM Holdings, together
with cross-guarantees between its unregulated subsidiaries. The
facilities will be secured with the pledge of the assets of Aveta,
as well as the pledge of stock of each of the borrowers and their
subsidiaries and all assets of the non-regulated entities.

Moody's said that if on a consolidated basis the group achieves
EBITDA margins above 10%, demonstrates consistent annual Medicare
Advantage net membership growth of 3%, continues expansion of its
non-Puerto Rico operations and improves its NAIC risk-based
capital (RBC) ratio on a sustained basis of at least 125% of
company action level (CAL), then the ratings could be upgraded.
However, if annual EBITDA margins fall below 6%, if membership
declines in any year by 25% or more, if the RBC ratio declines
below 50% of CAL, if financial leverage continues to increase to
fund stockholder dividends, or if there is a breach in any of the
financial covenants in its credit agreement, then the ratings
could be downgraded.

The following ratings were assigned with a stable outlook:

MMM Holdings, Inc. -- senior secured debt rating at B1;

NAMM Holdings, Inc. -- senior secured debt rating at B1.

The following ratings were affirmed with a stable outlook:

MMM Holdings, Inc. -- corporate family rating at B1;

MMM Healthcare, Inc. -- insurance financial strength rating at
Ba1;

PrimeCare Medical Network, Inc. -- insurance financial strength
rating at Ba1.

Aveta Inc., the parent company of MMM Holdings and NAMM Holdings,
is a privately-owned company incorporated in Delaware and
headquartered in Fort Lee, New Jersey. As of December 31, 2011,
Aveta reported stockholders' equity of approximately $257 million
and approximately 267,000 Medicare members. For calendar year
2011, total revenues were $2.6 billion.

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

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


MOMENTIVE PERFORMANCE: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B-' corporate credit rating, on Albany, N.Y.-based Momentive
Performance Materials Inc. (MPM). "At the same time, we revised
the outlook to negative from stable," S&P said.

"We have also assigned our 'B' issue-level and '2' recovery
ratings to Germany-based MPM subsidiary Momentive Performance
Materials GmbH's proposed $175 million senior secured first-lien
term loan maturing in May 2015. The '2' recovery rating reflects
our expectation for a substantial (70% to 90%) recovery in the
event of a payment default. The loan will be issued under the
accordion facility of the company's credit agreement. The borrower
plans to use the proceeds to repay term loans due in December
2013," S&P said.

"The outlook revision reflects our expectation that MPM will
continue to face challenging market conditions during the next
several quarters primarily due to tepid global economic growth and
silicone oversupply following industry capacity additions over the
past year," said Standard & Poor's credit analyst Cynthia Werneth.
"We believe this will result in weak EBITDA generation and
negative free operating cash flow. However, based on our
expectation for stronger global economic growth in the second half
of the year, we expect MPM's operating results to gradually
improve. Although we think liquidity would remain adequate even if
last-12-months EBITDA dropped by 20%, if the pace or magnitude of
sequential quarterly improvement throughout this year is less than
we expect, or working capital fluctuations are greater than we
expect, we believe that MPM could violate the financial covenant
in its senior credit facilities."

"We believe that the merger of MPM and Momentive Specialty
Chemicals Inc. (MSC) benefits credit quality only modestly. In
October 2010, controlling shareholder Apollo Global Management
L.P. (Apollo) placed the two companies under a single holding
company. Although each company maintains a separate capital
structure, we assess both in a manner that recognizes their shared
parentage. As a result, our corporate credit rating on both
companies is 'B-'. We are maintaining a stable outlook on MSC, but
could revise it to negative or lower the ratings on both companies
if MPM's financial profile declines further and we determine that
these developments elevate credit risk at the combined company,"
S&P said.

"The ratings on MPM reflect the company's 'highly leveraged'
financial profile and 'fair' business risk profile. MPM's leverage
has been very high ever since Apollo acquired the company from
GeneralElectric Co. in 2006. As of Dec. 31, 2011, the ratio of
total adjusted debt to EBITDA was about 10x. Total adjusted debt
was approximately $3.9 billion. We adjust debt to include pay-in-
kind (PIK) seller notes at MSC's direct parent company Momentive
Performance Materials Holdings Inc. (unrated). This debt
adjustment also includes tax-adjusted unfunded postretirement
obligations, capitalized operating leases, and trade receivables
sold. After improving in the first half of 2011, results weakened
in the second half of the year on less-favorable economic
conditions, industry capacity additions that resulted in price
competition in the silicones business, a slowdown in the
semiconductor industry that affected the quartz business, and
customers reducing inventory. Although we expect market conditions
in the first half of 2012 to remain very challenging, our
assumption of moderate global economic growth for the full year
should produce stronger results in the second half," S&P said.

"Nevertheless, we factor in the likelihood that MPM's free
operating cash flow will be significantly negative in 2012 after
capital spending of $120 million to $130 million, pension funding
that management expects to total $19 million, and modest costs to
achieve synergies with MSC. We do not currently expect working
capital to be a significant use of cash this year. However, this
could change if raw material costs spike. In future years, we
expect free operating cash flow to be modestly positive, but we
think there is limited potential to reduce leverage significantly
with free cash. In addition, the PIK feature of the seller note at
the parent holding company represents a significant offset to any
potential future debt reduction at the operating company. If MPM
performs worse than we expect and leverage continues to climb, we
believe the likelihood of a default or debt restructuring could
increase. Moreover, MPM has considerably more debt than its
primary competitors, which could erode its competitiveness over
time if it impedes sufficient business reinvestment," S&P said.

"The negative outlook reflects our expectation that MPM's first-
half 2012 results will be very weak. We believe that operating
earnings and cash flow will gradually and modestly strengthen
during the second half of this year--in line with our expectation
of moderate global economic growth. However, in view of our base
case expectation of a 20% full-year EBITDA decline in 2012, we
assume that MPM's free operating cash flow will be negative. But
even in this scenario, we believe liquidity is likely to remain
adequate, as long as performance continues to recover," S&P said.

"However, we could lower the ratings during the next year if
industry conditions or the company's performance are worse than we
expect, or if MPM consumes more cash than we anticipate, placing
the company in danger of violating financial covenants and making
a debt restructuring or default more likely. This could occur if
siloxane overcapacity results in fiercer price competition or
significant loss of market share, if MPM has difficulty passing
recent or future raw material cost increases on to its customers,
if it is unable to renew its quartz supply agreement on affordable
terms, or if global economic growth stalls," S&P said.

"On the other hand, if earnings, cash flow, and liquidity do not
worsen beyond our expectations and begin to trend upward to the
degree we expect, liquidity remains adequate, and MPM remains
comfortably in compliance with covenants, we could revise the
outlook to stable later this year," S&P said.


MOMENTIVE SPECIALTY: Has $450 Million Indenture with Wilmington
---------------------------------------------------------------
Hexion U.S. Finance Corp., a wholly owned subsidiary of Momentive
Specialty Chemicals Inc., entered into an indenture with
Wilmington Trust, National Association, as Trustee, governing the
Issuer's $450,000,000 aggregate principal amount of 6.625% first-
priority senior secured notes due 2020, which mature on April 15,
2020.

The Issuer will pay interest on the Notes at 6.625% per annum,
semiannually to holders of record at the close of business on
April 1 or October 1 immediately preceding the interest payment
date on April 15 and October 15 of each year, commencing on
Oct. 15, 2012.

A copy of the Indenture is available for free at:

                        http://is.gd/jTRMUu

In connection with the issuance of the $450,000,000 aggregate
principal amount of the Notes purchased by the initial purchasers,
the Issuer, the Company and the Subsidiary Guarantors entered into
several agreements with J.P. Morgan, as representative of the
initial purchasers, relating to, among other things, the exchange
offer for the Notes and the related guarantees:

   (a) Incremental Assumption Agreement;

   (b) First Lien Intercreditor Agreement;

   (c) Additional Secured Party Consent;

   (d) Joinder and Supplement to the 1.5 Lien Intercreditor
       Agreement; and

   (e) Fourth Joinder and Supplement to the Second Lien
       Intercreditor Agreement.

A copy of the complete Form 8-K disclosure is available for free
at http://is.gd/gnLMly

                     About Momentive Specialty

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

The Company also reported net income of $165 million on $4.05
billion of net sales for the nine months ended Sept. 30, 2011,
compared with net income of $161 million on $3.42 billion of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $3.12
billion in total assets, $5 billion in total liabilities and a
$1.87 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MONTEPIO GERAL: DBRS Confirms Intrinsic Assessment at 'BB'
----------------------------------------------------------
DBRS, Inc. has commented that its ratings of Caixa Economica
Montepio Geral, S.A. (Montepio or the Group) remain unchanged
following the release of its 2011 annual report.  DBRS rates the
Group's Senior Long-Term Debt & Deposit at BBB (low) and Short-
Term Debt & Deposit at R-2 (low).  The trend on all ratings is
Negative.  At the same time, DBRS has confirmed the Group's
intrinsic assessment (IA) at BB (high).  DBRS maintains its SA-2
support assessment for Montepio, which indicates an expectation of
timely systemic support in case of need.  As such, the final
rating for Montepio of BBB (low) is positioned one notch above its
intrinsic assessment.

Following the release of the Group's 2011 annual report, DBRS
evaluated the Group's intrinsic strength given the continued
substantial stress in the domestic economy and disrupted financial
markets within the Euro zone.  Supporting its IA of BB (high),
Montepio has demonstrated its ability to adjust in various ways to
the adverse environment.  While DBRS views the external
environment as continuing to pressure Montepio's earnings through
higher funding costs, the rising cost of credit risk, and the
negative impact of deleveraging, DBRS notes that the Group has
remained profitable on a semi-annual basis throughout this
extended crisis.  Montepio generated solid net income of EUR 27.6
million in 2H11 as compared to EUR 5.1 million in 1H11 and EUR
20.8 million in 2H10.

The Group has been successful in maintaining its revenues
throughout this prolonged crisis, as it has worked to improve
margins and to grow net interest income.  In 2H11, the Group
reported banking income (net revenues) of EUR 328.2 million, an
increase from EUR 236.6 million in 1H11 and EUR 207.5 million in
2H10.  Montepio improved its margin to 1.57% in 2011, up from
1.55% in 2010.  Though this is down from 1.91% in 2009, DBRS views
any improvement in margins positively in the current environment
that is characterised by low interest rates, higher funding costs
and significant competition for deposits.  Helped by the
integration of Finibanco, the Group has been successful at growing
deposits (up 33% YoY), while selectively growing its loan
portfolio (up 16% YoY) as it is focusing on core lending to
individuals, SMEs and corporates and shrinking its exposure to the
construction sector.  This deleveraging process has helped
Montepio to reduce its loan-to-deposit to 124% at the end of 2011,
down from 148% at the end of 2010.

With the Portuguese economy weakening, deteriorating credit
quality is pressuring the Group's results.  While total net
impairments and provisions remain elevated at EUR 87.3 million in
2H11, the Group was able to absorb this cost through pre-provision
profit, or income before provisions and taxes (IBPT), of EUR 112.9
million.  Net impairments and provisions absorbed 77% of IBPT in
2H11, down from a significant 93% of IBPT in 1H11 and comparable
to 77% of IBPT in 2H10.  The Group managed to somewhat offset its
net impairments in 2H11 through a one-time gain of approximately
EUR 30 million due to the sale of a property portfolio.  DBRS
views elevated credit costs as absorbing a substantial portion of
recurring earnings and reducing significantly the resources to
grow capital through retained earnings.  Given the outlook for the
economy, a reduction in provisioning does not appear likely in the
near-term.  Montepio's ratio of credit at risk/total credit
continues to trend upward, reaching 8.05% at the end of 2011 (vs.
5.09% at the end of 2010).  Given the current macroeconomic
forecast for Portugal, further asset quality deterioration is
likely.

DBRS views Montepio as appropriately reducing wholesale funding
needs through its deleverage plan.  Despite reducing its
commercial gap significantly, the Group remains somewhat reliant
on funding sources outside of deposits, including wholesale
funding and usage of the ECB.  Continued growth in deposits would
enable the Group to reduce this reliance.  With no access to the
wholesale markets, Montepio's usage of the ECB continued to
increase, reaching EUR 2.0 billion at the end of 2011, or 9.3% of
total assets.  At the same time, the Group had EUR 991 million of
collateral available to pledge for central bank funding, which
will enable Montepio to refinance its unsecured debt in 2012.
DBRS views the Group as taking the appropriate steps to maintain a
comfortable liquidity buffer.  However, the continued inability to
access the wholesale markets adds stress to Montepio's funding and
liquidity profile, negatively pressuring Montepio's intrinsic
strength.  Despite this, DBRS currently views this level of stress
as being appropriately factored into the Group's IA of BB (high).

The Group faces additional capital demands from the Bank of
Portugal, which is requiring the Group to reach a 10% core capital
ratio by year-end 2012.  DBRS notes that Montepio has been thus
far successful in bolstering its regulatory capital levels through
deleveraging, retained earnings, and capital injections from the
Parent, reaching a core capital ratio of 10.2% at the end of 2011.
The Group has also improved its equity capital base, increasing
its tangible equity to tangible assets ratio to 5.5% at year-end
2011 from 5.4% at year-end 2010.


NATIONAL HOLDINGS: Messrs. Ortega and Plimpton Elected to Board
---------------------------------------------------------------
National Holdings Corporation held its annual meeting of
stockholders on March 16, 2012.  At the annual meeting, Jorge A.
Ortega and Frank S. Plimpton were elected as directors.

                       About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company had a net loss of $4.7 million on $126.5 million
of total revenues for fiscal year ended Sept. 30, 2011, compared
with a net loss of $6.6 million on $111.0 million on total
revenues for fiscal 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$15.43 million in total assets, $17.45 million in total
liabilities, $20,000 in noncontrolling interest, and a $2.04
million total National Holdings Corporation stockholders' deficit.

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about National Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred significant losses and has a working capital deficit as
of Sept. 30, 2011.


NEW CITY: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: The New City Waste Services, Inc.
        1396 Sunflower Road
        Yorktown Heights, NY 10598

Bankruptcy Case No.: 12-22578

Chapter 11 Petition Date: March 20, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Erica R. Feynman, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: efeynman@rattetlaw.com

                         - and ?

                  Jonathan S. Pasternak, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.com

Estimated Assets: $0 to $50,000

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
City Waste Services of New York, Inc. 12-22579            03/19/12
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by James T. Tesi, secretary/treasurer.

New City Waste's list of its three largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-22578.pdf

City Waste Services' list of its 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-22579.pdf


NEW ENTERPRISE: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on New Enterprise, Pa.-based New Enterprise Stone &
Lime Co. Inc. (NESL). The rating outlook is stable.

"At the same time, we assigned our 'B-' issue-level rating (the
same as the corporate credit rating on the company) to NESL's new
$265 million 13% senior secured notes due 2018. We assigned the
notes a recovery rating of '3', indicating our expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default. We also lowered the issue rating on the company's
existing $250 million 11% senior unsecured notes due 2018 to 'CCC'
from 'B-'. We revised the recovery rating to '6' from '4',
indicating our expectation of negligible recovery (0% to 10%) for
lenders in the event of a default," S&P said.

"We removed all the ratings from CreditWatch where they were
placed with negative implications Feb. 29, 2012," S&P said.

"The rating on NESL reflects our assessment of the company's
'weak' business risk and 'highly leveraged' financial risk--as our
criteria define the term," said Standard & Poor's credit analyst
Thomas Nadramia. "The weak business risk profile is due to NESL's
limited geographic diversity, small size and scale of operations,
highly competitive end markets, and continued long term
uncertainty over Federal and State highway spending. Our
assessment of a highly leveraged financial risk profile reflects
high debt balances with leverage of adjusted debt/EBITDA of over
7x, offset somewhat by an improved liquidity profile, which we
deem to be 'adequate' under our criteria, as a result of the
recent refinancing."

NESL is a primary operating and holding company encompassing
aggregates, asphalt and concrete production, heavy/highway
construction and paving, and traffic safety services and
equipment. Standard & Poor's generally views NESL's aggregates
businesses as favorable due to high barriers to entry
resulting from difficulties in permitting and opening new
quarries. In addition, aggregates and asphalt and paving end
markets are generally regional in nature because transportation
costs are high relative to the value of the product. Also,
aggregates and asphalt companies typically have a high variable
cost structure. While these are favorable characteristics, there
is significant risk related to NESL's current operations being
concentrated in Pennsylvania and western New York.

"The stable outlook reflects our expectation that NESL will
maintain adequate liquidity to meet all of it obligations in next
12 to 24 months. We expect that end-market demand for NESL's
asphalt paving and aggregates products will not decline materially
over the next 12 months because of a likely modest increase in
private nonresidential and housing construction and relatively
flat infrastructure spending in Pennsylvania. As a result, NESL is
likely to remain highly leveraged with adjusted debt/EBITDA of
about 7x and cash interest coverage of about 2x," S&P said.

"To raise the rating, we would expect NESL to increase EBITDA to
$100 million or more and to reduce leverage to 6x or less through
better-than-expected operating performance. To achieve this
EBITDA, we think sales would have to increase to over $800 million
or about 15% above current levels," S&P said.

"We could take a negative rating action if liquidity narrowed
meaningfully due to reduced earnings stemming from a large
unexpected decrease in state and federal highway spending or a
sharp rise in energy costs," S&P said.


OLD COLONY: Gets Court's OK for Lloyd B McManus as Accountant
-------------------------------------------------------------
Old Colony, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the District of Massachusetts to employ Lloyd
B. McManus, C.P.A., P.C., as accountant.

The Debtor sought to employ the firm for purposes of rendering
professional accounting services which are necessary for
completion and filing of its state and federal tax returns.  The
services include, but not limited to, customary tax advice,
preparation of tax returns, and rendering assistance with the
Debtor's financial data as may be necessary to aid in the
administration of the estate.  At the present time, the Debtor
anticipates the Accountant primarily rendering services to assist
the Debtor in the filing of certain tax returns, and estimates
that the cost of preparation of current tax returns and related
documents is not likely to exceed $5,000.

Lloyd B. McManus, Jr., a principal of the Firm, attested that the
firm is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code; and does not hold or represent an
interest adverse to the Debtors' estates in connection with any
matter on which GCG will be employed.

                       About Old Colony, LLC

Saugus, Massachusetts-based Old Colony, LLC, dba The Inn At
Jackson Hole, filed for Chapter 11 bankruptcy protection (Bankr.
D. Mass. Case No. 10-21100) on Oct. 11, 2010.  Donald F. Farrell,
Jr., Esq., at Anderson Aquino LLP; James M. Liston, Esq., at
Bartlett Hackett Feinberg, Esq., and Jeffrey D. Ganz, Esq., at
Reimer & Braunstein LLP, assist the Debtor in its restructuring
effort.  In its schedules, the Debtor disclosed $2,571,684 in
assets and $21,363,064 in liabilities.


PEAK BROADCASTING: Emerges From Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
RBR-TVBR reports that Peak Broadcasting has now emerged from
Chapter 11 with a new credit facility that represents less than
half the debt load the company had carried prior to its financial
restructuring.

According to the report, the company also has new owners.  Funds
managed by Oaktree Capital Management and Rabobank International
own most of the equity.  Netherlands-based Rabobank, however, does
not appear in the FCC filings because it is not an attributable
owner under US ownership rules.  Rather, the voting power is held
by Oaktree and by GE Capital as representative of the former
senior lenders.

The report relates the company's senior management team remains in
place with Todd Lawley as Chief Executive Officer and Tim Lyons as
Chief Financial Officer.  All operations continue normally for the
company's radio station clusters in Fresno and Boise.

"By significantly reducing the amount of debt outstanding on our
balance sheet, this transaction provides Peak with the flexibility
to invest in our business to ensure that we continue to provide
best-in-market audio programming to our consumers and marketing
solutions to our clients," the report quotes Mr. Lawley as saying.

                   About Peak Broadcasting, LLC

Peak Broadcasting, LLC provides market-leading audio programming,
focused advertiser solutions, and innovative traditional and
digital media technology.  The company is headquartered in Fresno,
California.  Peak operates five stations in the Fresno market and
six stations in the Boise, Idaho market.

PEAK Broadcasting LLC, in Fresno, California, filed for Chapter 11
bankruptcy (Bankr. D. Del. Lead Case No. 12-10183) on Jan. 10,
2012.  PEAK Broadcasting, founded in 2006-2007, operates radio
stations in Fresno, California, and Boise, Idaho.

Several affiliates also sought Chapter 11 protection: Peak
Broadcasting of Fresno LLC; Peak Broadcasting of Boise LLC; Peak
Broadcasting of Fresno Licenses LLC; and Peak Broadcasting of
Boise Licenses LLC.  In its petition, Peak Broadcasting estimated
$50 million to $100 million in assets and debts.  The petition was
signed by Todd Lawley, CEO and managing member.

PEAK Broadcasting filed together with the petition a prepackaged
plan of reorganization.  The plan provides for payments to the
Company's employees, vendors and other unsecured creditors, and
for the business to continue in the ordinary course with no
disruption.

The prepackaged plan, which was approved by the requisite majority
of creditors, is the document that addresses how the company will
restructure its debt and satisfy creditor claims.  The plan
provides for continuing payment to Peak's employees, vendors and
other unsecured creditors.  The Bankruptcy Court confirmed the
Plan in February 2012.

Sheppard, Mullin, Richter & Hampton LLP serves as the Debtors'
Chapter 11 counsel.  Pachulski Stang Ziehl & Jones LLP serves as
their Chapter 11 local counsel.  Edinger Associates serves as
special counsel with matters involving the Debtors' Federal
Communications Commission licenses.


PHILADELPHIA ORCHESTRA: Names Two New Executive Officers
--------------------------------------------------------
The Associated Press reports that the Philadelphia Orchestra has
hired Ryan Fleur and Matthew Loden to serve in executive vice
president positions.  Both will report to Philadelphia Orchestra
chief executive officer Allison Vulgamore and are expected to
arrive by June 1.

According to the report, Mr. Fleur has served since 2003 as
president and CEO of the Memphis Symphony Orchestra.  He will be
involved with concert, touring and residency fulfillment,
personnel, human resources, ticketing and electronic media
development.  He will also oversee fiscal matters as the orchestra
emerges from Chapter 11 bankruptcy reorganization.  Mr. Loden has
served as vice president and general manager of the Aspen Music
Festival and School since 2008.  He will oversee public relations,
marketing and development, and will be involved in the orchestra's
endowment campaign.

                    About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.


PINNACLE AIRLINES: Amends Management Pacts with CEO and COO
-----------------------------------------------------------
Pinnacle Airlines Corp., on March 20, 2012, entered into
amendments to the Management Compensation Agreements with Messrs.
Sean E. Menke and John Spanjers.

Mr. Menke's agreement as Chief Executive Officer of the Company
was revised principally to reflect additional responsibilities
relating to the Company's previously announced restructuring
initiatives and the impending departure of the Company's Chief
Financial Officer, increase his base salary, and eliminate his
entitlement to any Long-Term Incentive Plan cash awards based upon
2012 results.

Mr. Spanjers's agreement was revised to reflect additional
responsibilities relating to the Company's restructuring
initiatives and the impending departure of the Company's Chief
Financial Officer, change his title from "Vice President and Chief
Operating Officer" to "Executive Vice President and Chief
Operating Officer," and increase his base salary.

                    About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

The Company reported $8.81 million on $938.05 million of total
operating revenue for the nine months ended Sept. 30, 2011,
compared with net income of $17.02 million on $729.13 million of
total operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.




PJCOMN ACQUISITION: To Sell All Papa John's Outlets
---------------------------------------------------
PJCOMN Acquisition Corp., is looking to sell its Papa John's
locations in Denver, Colorado Springs, and Minnesota, according to
various reports.

L. Wayne Hicks, Managing Editor at the Denver Business Journal,
said the Company, which owns 40 Papa John's pizza restaurants in
Colorado, wants to sell all of its locations and already has a
buyer for four in the Denver area.  The Denver Business Journal
reported that PJCOMN is dividing the sale into three lots --
Minnesota, Denver and Colorado Springs.  The Denver Business
Journal says the company was expected to reveal the successful
bidders and backup bidders March 21.

Mark Reilly at Minneapolis/St. Paul Business Journal reported that
PJCOMN intends to sell 32 Minnesota pizzerias -- more than two-
thirds of the chain's total locations in the state.

The Minneapolis/St. Paul Business Journal said the Company owns a
total of 72 Papa John's restaurants.

According to Legend Retail Group, PJCOMN has sought bankruptcy
court approval to sell the four locations to L&J Associates LLC
for $22,000 each.  Legend Retail Group said PJCOMN indicated that
the four stores are unprofitable and would be closed if the sale
is not approved.  L&J Associates, an Oklahoma company, operates
six Papa John's restaurants in Colorado.

The Denver Business Journal noted the bidders must win approval
from both Louisville, Ky.-based Papa John's International Inc. and
the bankruptcy court.

According to Legend Retail Group, the $88,000 L&J Associates is
offering will go to an affiliate of General Electric Capital
Corp., which lent the owners of PJCOMN $8.96 million to finance
the purchase of the restaurants.  The General Electric affiliate,
known as GECPAC Investments I LLC, holds the senior secured claim
against PJCOMN, and is still owed $7.69 million.

Legend Retail Group noted that Brian Q. Mills and H. Clifford
Harris each own half of PJCOMN.  They also borrowed $1.25 million
from Capital Delivery Ltd., a subsidiary of Papa John's
International that provides financial help to franchisees.

Pre-bankruptcy, PJCOMN was embroiled in lawsuits against Capital
Delivery and GECPAC.  Legend Retail Group recounted that Capital
Delivery sued PJCOMN in federal court in Kentucky in August,
claiming the franchisee had defaulted on its loan.  The lawsuit
demanded the repayment of $1 million in principal and $441,382 in
interest.  Meanwhile, GECPAC sued PJCOMN in September in
Baltimore, also claiming default on a loan.  GECPAC later obtained
an order appointing a receiver for PJCOMN, prompting the Company
to seek bankruptcy protection.

Legend Retail Group also noted that PJCOMN sued Papa John's
International pre-bankruptcy in state court in Kentucky, claiming
the purchase left them indebted for millions of dollars that they
wouldn't have borrowed had Messrs. Mills and Harris had a more
accurate financial picture of the restaurants.

Legend Retail Group recounted that Messrs. Mills and Harris bought
PJCOMN from private equity fund Blackstreet Capital Management LLC
for $11.2 million.  Their lawsuit claims neither Blackstreet nor
Papa John's International disclosed more than $1.9 million in
liabilities, including unpaid taxes.  PJCOMN later dropped
Blackstreet as a defendant.

Legend Retail Group said Papa John's International admits to
introducing buyer and seller, but not to withholding any financial
information.

                     About PJCOMN Acquisition

Based in Baltimore, Maryland, PJCOMN Acquisition Corporation dba
Papa John's filed for Chapter 11 protection on Sept. 27, 2011
(Bankr. D. Md. Case No. 11-29380).  Judge Robert A. Gordon
presides over the case.  Lawrence Joseph Yumkas, Esq., at Logan,
Yumkas, Vidmar & Sweeney, LLC, represents the Debtor.  The Debtor
estimated assets of less than $50,000, and estimated debts of
between $10 million and $50 million.


PONTIAC CITY SCHOOL: Moody's Reviews B3 GOLT Rating for Downgrade
--------------------------------------------------------------
Moody's Investors Service has assigned a SG rating to the Michigan
Finance Authority's Million Tax Anticipation Revenue Notes Series
2012A (School District of the City of Pontiac). Concurrently,
Moody's placed the Pontiac City School District's (MI) Ba2 issuer
rating and Ba3 General Obligation Limited Tax rating on review for
possible downgrade. The district's outlook was previously
negative.

Summary Ratings Rationale

The SG rating on the notes is based on the Pontiac City School
District's limited obligation tax pledge, the trustee intercept
structure for the notes and the intercepted revenues from the City
of Auburn Hills (GO rated Aa3), the City of Pontiac (GO rated
Caa1, negative outlook), and Bloomfield Township (GO rated Aaa).
The notes are limited obligations of the Michigan Finance
Authority (MFA) payable solely from pledged funds, which consist
of repayment from Pontiac School District. Proceeds from the notes
will be used by the authority to purchase a note issued by the
Pontiac City School District in anticipation of the receipt of ad
valorem and personal property taxes for operating purposes. The
estimated par amount for the notes is $14.2 million at this time,
based on preliminary valuations of the Oakland County assessor.
The notes will mature December 1, 2012, with optional redemptions
payable as of October 1, 2012. Repayment is expected to be paid
from intercepted property tax revenues collected by the three
municipal entities. The notes are also secured by the district's
GOLT pledge and delinquent tax revolving fund payments from
Oakland County (GO rated Aaa), though these revenue sources are
not subject to the intercept. Assignment of the SG rating reflects
the risks posed by unforeseen levels of tax appeals or tax
delinquency rates, the risks associated with the City of Pontiac
inherent in its GO rating of Caa1 with negative outlook and the
potential for a bankruptcy filing by the city, and the district's
own weak credit profile. The rating also reflects the structural
protections of the trustee intercept, which only partially offset
the other risks to the pledged revenues.

The district's long term ratings are being placed on review for
possible downgrade due to the heightened risk of severe liquidity
challenges. Should the district be unable to borrow for cash flow
purposes it could face an immediate liquidity crisis absent state
intervention. Moody's notes that the district expects to privately
place these notes, but if the placement were to be unsuccessful,
current revenues would likely be insufficient to make payroll and
other expenses within the current month. In addition, the State
Department of Education, in approving the district's revised
deficit elimination plan, indicated that state aid payments could
be withheld should the district not meet the plan's targets.
Moody's will monitor the district's ability to access funds for
cash flow borrowing over the next several weeks. Failure of the
district to obtain funds for cash flow would likely result in a
ratings downgrade.

Challenges

- Reliance on a speculative grade municipality for one-third of
   the intercepted pledged revenues

- Lack of structural protection and uncertainty of statutory or
   legal protection for intercepted revenues in the case of a
   bankruptcy filing by the City of Pontiac under either Act 4 or
   Act 72

- Limited coverage margin of debt service if taxes collected by
   the City of Pontiac were to be interrupted by a bankruptcy
   proceeding

- Potential for significant Board of Review adjustments to tax
   base or increased delinquency rates that would further reduce
   coverage

Strengths

- Intercept structure insures direct flow of a portion of pledged
   revenues to the note trustee, insulating the revenues from
   exposure to the district's financial pressures

- Authorizing statute limits borrowing to 50% of estimated
   pledged taxes, providing for a built-in margin of coverage

- Strength and diversity in the tax base for two of the three
   municipalities participating in the intercept structure

What Could Change the Rating Up (or removal from watchlist)

- Successful management of short-term liquidity pressures through
   short-term borrowing, state assistance, or other means

- Elimination of the deficit General Fund balance in a timely
   manner

- Implementation of a significant portion of the district's
   Deficit Elimination Plan

- Return to and maintenance of structurally balanced financial
   operations, with improvement in liquidity

What Could Change the Rating Down

- Failure to access the market for cash flow borrowing resulting
   in an inability to make payroll and other near term obligations

- Inability to significantly reduce the deficit General Fund
   balance over the near term

- Further economic deterioration and weakening of the district's
   demographic profile

- Additional, significant declines in enrollment that exert
   further downward pressure on state revenue

- Reduction in the state foundation allowance leading to
   operating deficits or pressure on the district's ability to
   cash flow borrow

Principal Methodology

The principal methodology used in this rating was Short-Term Cash
Flow Notes published in May 2007.


RANCHES HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ranches Holdings, LLC
        3311 S. Rainbow Blvd., Suite 209
        Las Vegas, NV 89146

Bankruptcy Case No.: 12-13157

Chapter 11 Petition Date: March 20, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  8670 W. Cheyenne Ave. #120
                  Las Vegas, NV 89129
                  Tel: (702) 227-0011
                  Fax: (702) 227-0015
                  E-mail: TTHOMAS@TTHOMASLAW.COM

Scheduled Assets: $6,608,867

Scheduled Liabilities: $4,658,691

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb12-13157.pdf

The petition was signed by William Dyer, manager of Integrated
Managers LLC.

Affiliates that previously filed Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Harmony Grove Holdings, LLC            10-25481   08/16/10
Integrated Financial Associates        11-13537   03/14/11
Isleton Land Holdings, LP              11-12552   02/25/11
Kings Inn Holdings, LLC                12-12101   02/28/12


R.E. LOANS: Texas Court Won't Transfer Case to California
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
denied motions to transfer venue of the Chapter 11 cases of R.E.
Loans, LLC, et al.

The transfer venue motions were filed by the Official Committee of
Note Holders and by Gordon Noble and Arlene Dea Deeley.

As reported in the Troubled Company Reporter on March 13, 2012,
the Debtors, in their objection, assert that, among other things:

   -- venue in the Northern District of Texas is proper;

   -- the transfer motions are untimely;

   -- the Debtors' cases can be most efficiently administered in
      the Court, which is the single most important factor that
      Courts consider in deciding whether to transfer large,
      complex Chapter 11 cases;

   -- the Chapter 11 cases would not be jointly administered with
      any of the cases pending in the Oakland Bankruptcy Court,
      even if the Chapter 11 cases were transferred to the Oakland
      Bankruptcy Court.

   -- the Noteholders are not likely to be necessary witnesses in
      connection with the Chapter 11 cases, as distinguished from
      witnesses in litigation which could, if appropriate, be
      pursued In California.

The TCR reported on March 9, 2012, that Wells Fargo Capital
Finance, LLC, formerly known as Wells Fargo Foothill, LLC also
filed an objection to the Class Plaintiffs' motion to transfer
venue of the Debtors' cases.

In a separate filing, Development Specialists, Inc., filed on
March 14, its motion to transfer venue of the Debtors' cases
explaining that B-4 Partners LLC needs to be dealt with in the
context of any liquidation of R.E. Loans, LLC, because there
remains outstanding the crucial jurisdictional issue created by
Mackinac Partners, LLC and Stutman, Treister & Glatt P.C.'s
reckless use of only one B-4 Partners LLC manager's signature to
initially commence the REL Bankruptcy Case before the Dallas
Bankruptcy Court.  Only a Chapter 7 trustee for B-4 Partners LLC
can finally resolve that jurisdictional issue, either by way of
ratification or by making an appropriate motion to dismiss
the REL Bankruptcy.

DSI noted that B-4 Partners LLC is the 100% owner of R.E. Loans,
LLC, thus making B-4 Partners LLC an affiliate of R.E. Loans, LLC.

DSI is represented by:

         Hugh M. Ray, III
         MCKOOL SMITH P.C.
         600 Travis Street, Suite 7000
         Houston, TX 77002
         Tel: (713) 485-7300

         William McGrane
         MCGRANE LLP
         4 Embarcadero Center, Suite 1400
         San Francisco, CA 94111
         Tel: (415) 766-3590

         Paul B. Geilich
         WRIGHT GINSBERG BRUSILOW P.C.
         600 Signature Place
         14755 Preston Road
         Dallas, TX 75254
         Tel: (972) 788-1600

                         About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713,622,015 in assets and $886,002,786 in liabilities as of the
Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


R.E. LOANS: Hearing on Ch. 11 Trustee Appointment Set for April 24
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on April 24, 2012, at 9:15 a.m., consider motion
to appoint a Chapter 11 trustee in R.E. Loans, LLC, et al.'s
estate.

According to secured and administrative creditor Development
Specialists, Inc., a Chapter 11 trustee must be appointed because,
among other things:

   1. Mackinac Partners, LLC, the "CRO" in charge of REL was put
in place by the most culpable member of the criminal Ng family.
The same CRO now has the chutzpah to propose a Plan with expansive
releases and exculpations for himself and Stutman Firm.  A Chapter
11 trustee would be more hesitant to grant such broad, self-
serving releases.

   2. DSI and DSI's California counsel, William McGrane, were made
the subject of an entirely unjustified Committee effort to
sanction both of them for merely bringing up the impact of Cal.
Corp. Code Section 17254 on the bankruptcy case.

   3. The Plan process conducted under the present CRO will erode
confidence in the bankruptcy process even further.

                        About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713,622,015 in assets and $886,002,786 in liabilities as of the
Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


RESIDENTIAL CAPITAL: S&P Retains 'CC' Ratings on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services maintained its CreditWatch with
negative implications on the 'CC' ratings on Residential Capital
LLC (ResCap), where they had been placed Nov. 10, 2011.

"The continued CreditWatch now also considers a proposal to
restructure two debt issues of a Mexican subsidiary that ResCap
currently guarantees," said Standard & Poor's credit analyst
Thomas Connell. "If bondholders accept the proposal, we likely
would lower our long-term issuer credit rating (ICR) on ResCap to
'SD' (selective default) and our ratings on the two debt issues to
'D'."

"On March 9, GMAC Financiera, S.A. de C.V. SOFOM, E.N.R. (GMAC
Fin), a ResCap subsidiary in Mexico, announced that Adamantine
Fund I, LP is proposing to acquire the full ownership of GMAC Fin.
The buyer will make a capital contribution of 250 million pesos
(approximately US$20 million) to GMAC Fin. However, as another
condition to the transaction, GMAC Fin's bondholders will have to
agree to the termination of a guarantee provided by ResCap on GMAC
Fin's two bond issues outstanding. Bondholders will also consider
other unspecified modifications of the terms and conditions of the
two issues at a meeting on March 26," S&P said.

"Depending on the outcome of this process, Standard & Poor's may
conclude that a distressed debt exchange offer has occurred. Under
Standard & Poor's ratings criteria, 'Rating Implications Of
Exchange Offers And Similar Restructurings, Update,' a distressed
debt exchange offer is viewed as a restructuring event and is
equivalent to default. In such a situation, Standard & Poor's
would lower the issue ratings to 'D'. Furthermore, under Standard
& Poor's criteria, an affiliated entity guaranteeing such issues
would itself be rated 'SD' (assuming that the guarantor's other
issues are not affected)," S&P said.

"The 'SD' designation is often kept in place for a short period of
time, after which we assign an updated ICR that reflects the
company's forward-looking credit profile, taking into account any
changes arising from the situation that triggered the instrument-
specific default(s) and hence the SD designation. Should Standard
& Poor's temporarily assign ResCap an ICR of 'SD' in connection
with the process, we would expect to raise it to 'CC' shortly
thereafter, while maintaining the ratings on CreditWatch negative,
recognizing the debt facilities coming due in April, and ResCap's
limited capacity to meet these obligations in the absence of
support from Ally," S&P said.

"On Feb. 10, 2012, we lowered the ICR on ResCap to 'CC' from 'CCC'
and maintained the ratings on CreditWatch with negative
implications in light of the impending maturity of two of its
senior credit facilities, and the absence of any indication from
its parent Ally Financial that Ally will continue to provide the
financial support ResCap would need to meet the upcoming
maturities," S&P said.

"We expect to resolve the CreditWatch by April 13, when the
facilities come due, depending on whatever steps ResCap and Ally
might take in the meantime," S&P said.


REXNORD LLC: S&P Puts 'B' Corp. Credit Rating on Watch Pos on IPO
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on Milwaukee, Wis.-based
manufacturer Rexnord LLC on CreditWatch with positive
implications.

"The CreditWatch placement reflects our view that the likelihood
of an IPO has increased following the company's most recently
amended S-1 registration statement with the SEC. The latest update
includes a pricing range for shares," said Standard & Poor's
credit analyst Dan Picciotto.

The company has indicated that it would use a portion of proceeds
to redeem $300 million in subordinated notes, which would speed up
improvement of credit measures.

"If Rexnord completes its IPO and continues to indicate its
intention to repay subordinated debt with a portion of proceeds,
we would expect to raise the ratings by one notch," Mr. Picciotto
said.

Standard & Poor's expects that Rexnord will maintain good market
positions and engineering capabilities. The company has a broad
product portfolio within markets it serves and operates with fair
geographic diversity. The company benefits from a large percentage
of aftermarket sales but is subject to cyclical swings.


ROCK POINTE: U.S. Trustee Unable to Form Committee
--------------------------------------------------
The United States Trustee said an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Rock Pointe Holdings Company LLC because an insufficient number of
persons holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011.
Brett L. Wittner, Esq., at Kent & Wittner PS, represents the
Debtor.  The Debtor estimated both assets and debts of between
$50 million and $100 million.


SAAB CARS: Donlin Recano Retained as Claims & Noticing Agent
------------------------------------------------------------
Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The Chapter 11 case of Saab Cars North America, Inc., the U.S.
unit of the bankrupt Swedish automaker, is filed in the District
of Delaware.  The company, located in Royal Oak, Michigan,
engaged in automotive sales, parts distribution amd the processing
of warranty claims in North America.

Debtor counsel is Butzel Long of Bloomfield Hills and Detroit, MI
and Stevens & Lee, P.C. of Wilmington, DE.

                       About Donlin Recano

Donlin Recano -- http://www.king-worldwide.com-- is provider of
claims, noticing, balloting, solicitation and technology
solutions.  It is a division of DF King Worldwide.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.


SEARCHMEDIA HOLDINGS: Appoints Jeffrey Ren to Board of Directors
----------------------------------------------------------------
SearchMedia Holdings Limited announced that Mr. Jeffrey Yunan Ren
has been appointed to the Company's Board of Directors and as the
Chairman of the Audit Committee.  Mr. Ren brings more than 12
years of global investment, corporate finance and legal experience
to SearchMedia.

Mr. Ren is currently the President of Bicon International (HK)
Limited, a pharmaceutical investment holding company based in Hong
Kong.  Previously from 2008-2010, Mr. Ren served at UBS Investment
Bank in Hong Kong as an Executive Director, and from 2006-2008,
Mr. Ren served as a Vice President at Lehman Brothers in Hong
Kong.  Prior to 2006, Mr. Ren served as an attorney with those
international law firms as Skadden, Arps, Clifford Chance and
Perkins Coie.  Mr. Ren holds an LLM from Harvard Law School, and
is a graduate of Beijing University Law School (LLB and Graduate
Program).  Mr. Ren currently serves as an independent director of
Prince Frog International Holdings Limited, a public company
focusing on the manufacturer and distribution of children care
products and household hygiene products in China, which trades on
the Hong Kong Exchange and numerous private companies.

Peter Tan, Chief Executive Officer of SearchMedia, stated, "We are
pleased that Jeffrey has agreed to join our Board of Directors as
we move to the next stage of enhanced integration and growth of
SearchMedia.  Jeffrey has broad experience in the Asian Markets,
including serving as a corporate executive, as an investment
banker and as an attorney with major international law firms.  I
look forward to working closely with Jeffrey, so that we may use
his strengths to allow us to continue to build our company in the
Chinese media industry.

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SEARCHMEDIA HOLDINGS: Has Until May 21 to Comply with NYSE Rules
----------------------------------------------------------------
SearchMedia Holdings Limited disclosed receipt of a notice from
NYSE Amex LLC, dated March 7, 2012, extending the period from
Jan. 17, 2012 to May 21, 2012, in which the Company must meet the
Exchange's financial impairment standard and reiterating the
deadline to meet the Exchange's minimum stockholders' equity
requirement standard by Jan. 15, 2013.

On July 15, 2011, the Exchange notified the Company that it was
not in compliance with (1) Section 1003(a)(i) of the NYSE Amex
Company Guide because it reported stockholders' equity of less
than $2,000,000 as of Dec. 31, 2010, and losses from continuing
operations and net losses in two of its three most recent fiscal
years ended Dec. 31, 2010, (2) Section 1003(a)(ii) of the Company
Guide because it reported stockholders' equity of less than
$4,000,000 as of Dec. 31, 2010, and losses from continuing
operations and net losses in three of its four most recent fiscal
years ended Dec. 31, 2010, and (3) Section 1003(a)(iv) of the
Company Guide because, in the opinion of the Exchange, the
Company's losses and its existing financial resources, bring into
question whether it will be able to continue operations or meet
its obligations as they mature.

On Oct. 6, 2011, the Exchange notified the Company that its plan
to regain compliance had been accepted and that its listing would
continue to be subject to the Company demonstrating compliance
with the financial impairment standard in Section 1003(a)(iv) by
Jan. 17, 2012, and the minimum stockholders' equity requirements
in Sections 1003(a)(i) and 1003(a)(ii) by Jan. 15, 2013.  Based on
the information provided by the Company to the Exchange, the
Exchange in a letter dated March 7, 2012, notified the Company
that the Company had made significant progress towards regaining
compliance with Sections 1003(a)(iv), 1003(a)(i) and 1003(a)(ii)
of the Company Guide and that the Company must demonstrate it had
regained compliance with the financial impairment standard
included in Section 1003(a)(iv) of the Company Guide by May 21,
2012 and the stockholders' equity standards included in Sections
1003(a)(i) and 1003(a)(ii) by Jan. 15, 2013.

The Company is also required to provide the Exchange with updates
in conjunction with the initiatives of the Company's compliance
plan as appropriate or upon request but no later than at each
quarter completion with the Company's filings with the Securities
and Exchange Commission and that any additional shares issued by
the Company during the Plan Periods will require approval of the
management committee of the NYSE Regulation.

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SOUTHERN SKY: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
The Columbus Dispatch reports that Southern Sky Air & Tours,
which operates DirectAir, has filed for Chapter 11 bankruptcy
protection in Massachusetts, listing debts of between $10 million
and $50 million, and assets of between $500,000 and $1 million.

According to the report, DirectAir abruptly canceled many of its
flights, then announced it was suspending operations until May 15.
Its schedule included two weekly round trips between Toledo and
Punta Gorda, Florida.  In February, DirectAir announced a plan to
resume seasonal service from Rickenbacker Airport to Myrtle Beach
on May 23 and to begin new year-round service to Lakeland,
Florida, from Rickenbacker on June 17.

The report relates the airline said that despite additional
capital provided by new investors since September, "rising fuel
costs and other operating expenses pushed the charter company into
a severe operating loss position."

Southern Sky Air & Tours is located at 375 Airport Drive in
Worcester, Massachusetts.


STATE FAIR OF VIRGINIA: Tavenner Named as Interim Ch.7 Trustee
--------------------------------------------------------------
The Richmond Times-Dispatch reports that Lynn Tavenner, Esq., at
Tavenner & Beran PLC, has been named interim trustee for the SFVA
Inc. bankruptcy case.  Ms. Tavenner is charged with overseeing the
liquidation of assets and working out how much various creditors
will be paid.  The Richmond Times-Dispatch reports the bankruptcy
court converted the case to a Chapter 7 liquidation on March 14.

State Fair of Virginia Inc. -- http://www.statefair.com/-- owns
and operates a state fairgrounds facility known as the "The Meadow
Event Park" located in Doswell, Caroline County, Virginia.  SFVA
filed for Chapter 11 bankruptcy (Bank. E.D. Va. Case No. 11-37588)
on Dec. 1, 2011.  Jonathan L. Hauser, Esq., at Troutman Sanders
LLP, served as the Debtor's counsel.

The Debtor estimated assets of $10 million to $50 million and
estimated debts of $50 million to $100 million.  Curry A. Roberts
signed the Petition as president.

The U.S. Trustee for Region 4 appointed five unsecured creditors
to serve on the Official Committee of Unsecured Creditors of State
Fair of Virginia Inc.

At the onset of the case, SFVA officials said they hope to emerge
on a better financial footing and to do so within 60 days to 90
days.


STONE ENERGY: S&P Keeps 'B' Rating on Senior Unsecured Notes
------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Lafayette, La.-based Stone Energy Corp.'s senior unsecured notes
to '3' from '4', indicating its expectation of meaningful (50% to
70%) recovery in the event of a payment default. "The 'B' issue
rating on the senior unsecured notes remains unchanged. Our
recovery and issue-level ratings on Stone's subordinated notes
remain unchanged," S&P said.

"The improved recovery expectation reflects an updated higher
valuation of Stone's year-end 2011 reserves and the recently
issued $300 million convertible debt. Our reserve valuation for
Stone is based on a company provided PV10 report using stress-
level price assumptions of $45 per barrel of West Texas
Intermediate crude oil and $4.00 per million BTU of Henry Hub
natural gas. We expect the newly issued convertible notes to be
pari passu with Stone's existing senior unsecured notes and senior
to Stone's existing subordinated notes in a default scenario. A
higher PV10 valuation for Stone more than offsets the adverse
recovery impact of additional pari passu senior unsecured debt and
results in a revision of our recovery rating to '3'. The corporate
credit rating and stable outlook on Stone Energy Corp. reflect the
company's limited scale, geographic concentration in the mature
U.S. Gulf of Mexico shelf region, weak internal reserve
replacement, and relatively high finding and development (F&D)
costs. Our rating on Stone also reflects the favorable outlook for
crude oil prices, the company's adequate liquidity position, and
its healthy credit metrics," S&P said.

RATINGS LIST
Stone Energy Corp.
Corporate credit rating             B/Stable/--

                                     To           From
Revised Recovery Rating
Senior unsecured notes              B            B
  Recovery rating                    3            4


STRATUS MEDIA: Amends Form S-1 Registration Statement
-----------------------------------------------------
Stratus Media Group, Inc., filed with the U.S. Securities and
Exchange Commission a Pre-Effective Amendment No. 1 to Form S-1
relating to the resale of up to 21,750,000 shares of the Company's
common stock issuable upon the conversion of shares of the
Company's Series E Preferred Stock, 5,437,500 shares of the
Company's common stock that may be issuable in the future if the
Company elects to pay all mandatory dividends due in shares of
common stock and 37,225,000 shares of the Company's common stock
issuable upon the exercise of warrants held by West Charitable
Remainder Trust, Liberty Charitable Remainder Trust and River
Charitable Remainder Trust, UTA Capital LLC, Miriam Wimpfheimer
Blech, et al.

These shares of preferred stock and warrants were issued to the
selling securityholders in connection with a private placement
that the Company completed in May 24, 2011.  In the private
placement, the Company sold to eight accredited investors an
aggregate of 8,700 Series E Preferred shares, A Warrants to
purchase an aggregate of 21,750,000 shares of the Company's common
stock and B Warrants to purchase an aggregate of 10,875,000 shares
of the Company's Common Stock.  The Company received gross
proceeds of $8,700,000.  The Company paid $800,000 in commissions
and agreed to issue warrants to the placement agent to purchase an
aggregate of 3,600,000 shares of the Company's Common Stock with
respect to the private placement.  The Company also paid a broker-
dealer a commission in connection with the private placement of
$100,000 in cash and agreed to issue such broker-dealer five year
warrants to purchase 1,000,000 shares of the Company's Common
Stock, at an exercise price of $0.70 per share.  The Company
agreed to provide "piggyback" registration rights with respect to
shares of the Company's Common Stock acquired by such broker-
dealer upon exercise of the warrants.

The Company is not selling any shares of common stock in this
offering and therefore will not receive any proceeds from this
offering.  The Company will, however, receive the exercise price
of the warrants if and when these warrants are exercised by the
selling securityholders.  The Company will pay the expenses of
registering these shares.

The Company's common stock is traded in the over-the-counter
market and is quoted on the OTC Bulletin Board under the symbol
SMDI.  On Sept. 15 , 2011, the last reported price of the
Company's common stock was $0.63 per share.

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

                        http://is.gd/7epyeq

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

The Company ended 2010 with a net loss of $8.41 million on $40,189
of revenues and 2009 with a net loss of $3.40 million on
$0 revenues.

The Company also reported a net loss of $8.19 million on $250,201
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.40 million on $0 of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$9.08 million in total assets, $3.96 million in total liabilities,
and $5.11 million in total equity.

As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin,
LLP, in Encino, California, expressed substantial doubt about
Stratus Media Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and has negative cash flow from operations.


TASC INC: S&P Lowers $640-Mil. Secured Term Loan Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on TASC
Inc.'s senior secured term loan B to 'BB-' (one notch higher than
its corporate credit rating on the company) from 'BB' following a
$65 million term loan add-on, bringing the aggregate dollar amount
of the senior secured term loan B to $640 million. "We also
revised our recovery rating to '2' from '1'. The '2' recovery
rating indicates our expectation of substantial (70%-90%) recovery
of principal in the event of a payment default," S&P said.

"The 'B+' corporate credit and stable outlook on TASC remain
unchanged. The rating reflects our expectation that the company's
long-standing customer relationships with key intelligence and
defense organizations within the U.S. government will provide some
downside protection from potential near-term revenue and
profitability pressure due to an evolving competitive landscape
for government contractors. The company's financial risk profile
is 'highly leveraged' (based on our criteria), but long-term
contracts provide revenue visibility and profitability has been
consistent," S&P said.

TASC is a U.S government contractor that provides advanced systems
engineering and technical assistance (SETA) services to federal
agencies with a primary focus on the intelligence and defense
sectors.

Ratings List

TASC Inc.
Corporate Credit Rating             B+/Stable/--

Downgraded; Recovery Rating Revised
                                     To               From
TASC Inc.
Senior Secured
  $640 mil term loan B               BB-              BB
   Recovery Rating                   2                1
  $100 mil revolver                  BB-              BB
   Recovery Rating                   2                1


TAXMASTERS INC: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
The Associated Press reports that TaxMasters Inc. has filed for
bankruptcy protection following a legal challenge from Texas
prosecutors who say the company's famed TV commercials mislead
potential customers.

According to the report, the filing stated that TaxMasters has
assets of less than $50,000 and estimated liabilities of
$1 million to $10 million.

The report relates Texas is suing TaxMasters for violating
the Texas Deceptive Trade Practices Act.  It says TaxMaster
commercials encourage people to call for a free consultation
with a tax specialist but the calls are answered by salespeople
unqualified to provide tax advice.

Houston, Texas-based TaxMasters Inc. provides tax resolution
services.


TELKONET INC: To Restate Prior Reported Financial Statements
------------------------------------------------------------
Telkonet, Inc.'s management has recommended, and the Company's
Audit Committee has concluded, that the Company's audited
consolidated financial statements for the years ended Dec. 31,
2010, and 2009 included in its 2010 Annual Report on Form 10-K, as
well as the interim consolidated financial statements for 2011 and
2010 included in its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2011, June 30, 2011 and Sept. 30, 2011,
will need to be restated as a result of certain adjustments and
therefore should no longer be relied upon.

The Company disclosed in Note R to the financial statements
included in its Annual Report on Form 10-K for the year ended
Dec. 31, 2010, the existence of potential sales tax exposure for
which it had accrued $159,000.  The Company engaged a nationally
recognized sales tax consultant to assist in its analysis of the
potential exposure.  The process of calculating the magnitude of
the exposure and determining the need to restate the financial
statements has been arduous and lengthy, due to the complexities
involved with incorporating statutes of all 50 states.  The under
accrual of sales tax, interest and penalties amounted to
approximately $815,000 for the periods including and prior to
Sept. 30, 2011.  The aggregate impact of their findings led the
Audit Committee to conclude that restatements were warranted.  The
Company and the Audit Committee discussed the conclusion to
restate its financial statements with the Company's current and
predecessor independent registered public accounting firms.

In addition, during the course of the Company's 2011 financial
close process, management has become aware of certain potential
adjustments related to previously reported financial information
and is in the process of completing such analysis.

Telkonet's President and Chief Executive Officer, Jason Tienor,
said, "We are fully committed to ensuring the prompt and thorough
resolution of these matters and providing our valued shareholders
with the most accurate disclosure possible.  The restatement and
the process leading up to it represent another step in our ongoing
efforts to reshape Telkonet and position it for long-term growth
and profitability.  We remain excited about the future of the
company as we continue to focus on providing industry-leading
technology to our customers, solidifying the strength of our
market position and delivering value to our shareholders."

The Company remains committed to completing its financial review
at the earliest possible time.  The accounting analysis is ongoing
and subject to continuing review; therefore, the final financial
results may vary materially from this preliminary report.

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company's balance sheet at Sept. 30, 2011, showed $16.46
million in total assets, $3.99 million in total liabilities,
$856,434 in redeemable preferred stock Series A, $1.32 million in
redeemable preferred stock, Series B, and $10.29 million total
stockholders' equity.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  RBSM noted that the Company has incurred
significant operating losses in current year and also in the past.


TH PROPERTIES: Prepares for Comeback After Winning Plan Approval
----------------------------------------------------------------
Patrick Lester at The Morning Call reports that TH Properties is
preparing for a comeback after a federal bankruptcy judge approved
the company's reorganization plan.  Nearly three years after its
initial bankruptcy filing left customers with unbuilt homes, the
home builder is working to complete unfinished developments,
seeking new properties where it can build in the future and
bringing back some of its familiar advertisements at Pennsylvania
Turnpike interchanges, according to the report.

Bankruptcy Judge Stephen Raslavich in late January confirmed TH
Properties' reorganization plan, which requires the company to pay
off its debts with proceeds from the sales of 1,500 homes still to
be completed in various developments.

According to the report, court records estimated about $100
million in claims from various creditors.  Todd and Tim Hendricks,
who founded the company in 1992, will continue to each be paid
$130,000 annually, plus bonuses if they meet sales projections.
They'll also have to answer to a new board of directors on which
they will serve.

According to the report, that the company was able to pull out of
bankruptcy was a surprise to some.  There were several requests in
Bankruptcy Court to have the case converted to a Chapter 7
bankruptcy.

                       About T.H. Properties

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Northgate
Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was
among the affiliates that filed. Barry E. Bressler, Esq., at
Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey,
Esq., at Montgomery McCracken Walker and Rhoads LLP, represent the
Debtors in their restructuring efforts.  T.H. Properties estimated
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its Chapter 11 petition.  A
creditors' committee has been appointed in the Debtors' chapter 11
proceedings.

Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case
No. 10-17863) filed for Chapter 11 protection on Sept. 14,
2010.  It estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.


TRAILER BRIDGE: Judge Approves Bankruptcy-Exit Plan
---------------------------------------------------
Trailer Bridge Inc. won confirmation of its Amended Plan of
Reorganization at a hearing on March 16, 2012, according to
various reports.

According to Sarah Mueller of the Jacksonville Business Journal,
with all claimants supporting confirmation of the plan, Judge
Jerry Funk approved the company's disclosure statement or exit
plan.  The Business Journal says the ruling becomes final when the
judge signs the order.

The Florida Times-Union reports that Bankruptcy Judge Funk
approved a financial restructuring agreement between Trailer
Bridge and its major note holders to refinance $82.5 million in
bonds.  Under the agreement, the holders of those notes will
receive a prorated share of $65 million in new notes and 91%
interest in the company.

Mark Basch, contributing writer for the Jacksonville Daily Record,
reports that Gardner Davis, Esq., an attorney at Foley & Lardner
who represented Trailer Bridge, said the company expects to
officially emerge from bankruptcy March 30.

According to the Times-Union, the agreement means trade creditors
will get at least 95% of their claim in cash.  Bondholders get new
bonds and previous stockholders get 9% of the stock or 15 cents a
share in cash, whichever option they choose.

"It means that all the employees keep their jobs," the Times-Union
quotes Mr. Davis as saying.  "It's business as usual, but Trailer
Bridge is now stronger and better financed."

The Times-Union says the agreement makes SEACOR Holdings, the
biggest noteholder, the largest shareholder in the company.
SEACOR is already in the aviation and marine business.

Trailer Bridge first filed its Plan of Reorganization and
Disclosure Statement on Jan. 14, 2012.  The Plan documents were
amended twice, on Feb. 9 and March 14.  The Court held a combined
hearing on the Plan and Disclosure Statement on March 16.

                       About Trailer Bridge

Headquartered in Jacksonville, Florida, Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its
$82.5 million 9.25% Senior Secured Notes became due.

Judge Jerry A. Funk presides over the case.  Gardner F. Davis,
Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the
Debtor's counsel.  Global Hunter Securities LLC serves as the
Debtor's investment banker.  RAS Management Advisors LLC serves as
the Debtor's financial advisor.  Kurtzman Carson Consultants LLC
serves as claims, noticing, and balloting agent.  The Debtor
disclosed $97,345,981 in assets, and $112,538,934 in liabilities.
The petition was signed by Mark A. Tanner, co-chief executive
officer.

On Dec. 6, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors in the Debtor's case.


TRAINOR GLASS: Turner et al. Ask for Service of Notices
-------------------------------------------------------
The USGlass News Network, citing court documents, reports that the
International Painters and Allied Trades Industry Pension Fund and
Turner Construction Co. Inc. have filed requests for service of
notices in the Trainor Glass bankruptcy case.

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
The Hon. Carol A. Doyle oversees the case.  David A. Golin, Esq.,
Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein &
Lehr LLP, serve as the Debtor's counsel.  The Debtor estimated
both assets and debts of between $50 million and $100 million.

Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.


UNITED RETAIL: Yakima County Treasurer Objects to Assets Sale
-------------------------------------------------------------
The Yakima County Treasurer filed with the U.S. Bankruptcy Court
for the Southern District of New York its objection to United
Retail Group, Inc., et al.'s motion to sell personal property.

According to Yakima, the Debtors requested that the Court allow
the sale of Yakima County Tax personal Property parcel Number
500000-13006.

Yakima requested as a matter of law as to Yakima County personal
property account 500000-13006 that the requested relief of the
Debtor not impact the lien for ad valorem property taxes owing
against these personal property tax accounts and that authorizing
sale of the personal property must not adversely impact Yakima
County's lien for ad valorem property taxes against the personal
property in question.

As reported in the Troubled Company Reporter on March 7, 2012, the
Hon. Stuart M. Bernstein authorized the Debtors to sell
substantially all of their assets in an auction led by Ornatus URG
Acquisition LLC, an affiliate of Versa Capital Management, LLC; or
liquidate their merchandise.

As reported in the TCR on Feb. 13, 2012, subject to higher and
better offers at an auction, the Debtors asked the Court to
approve the sale of substantially all of the assets of any or all
of their stores, including related leases, on a going concern
basis pursuant to the terms of an Asset Purchase Agreement, dated
as of Feb. 1, 2012, by and among the Debtors, their parent Redcats
USA Inc., and Ornatus URG Acquisition LLC, an affiliate of Versa
Capital Management, LLC.

The Versa deal is valued at roughly $83.5 million.

The Debtors also propose to hand over to the Versa unit the right
to act as liquidating agent in connection with the disposition of
merchandise contained in any of the Stores that cannot be sold on
a going concern basis pursuant to the terms substantially set
forth in a Sales Agency Agreement, dated as of Feb. 1, 2012, by
and among the Debtors, the Stalking Horse Bidder, and Versa.

The Debtors will also assume and assign certain executory
contracts and unexpired leases to the Buyer.

                      About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.  CBIZ MHM, LLC and CBIZ, Inc., serves as its
financial advisor.


USG CORP: Reports Preliminary Results for January and February
--------------------------------------------------------------
In connection with the previously announced tender offer and
consent solicitation relating to its 9.75% notes due 2014, USG
Corporation announced preliminary, unaudited results for January
and February 2012.  For the two-month period, USG reported net
sales of $516.9 million, operating profit of $5.7 million and a
net loss of $30.5 million.  For the comparable two-month period in
2011, USG reported net sales of $446.9 million, an operating loss
of $46.8 million and a net loss of $82.3 million.  The Company
attributes the improved year-over-year results primarily to
increases in its U.S. average wallboard price and wallboard gross
margin.

USG currently expects that operating results for the month of
March 2012 will reflect the continuing impact of the above-
mentioned wallboard price and gross margin increases.  Complete
results for the first quarter are expected to be announced on
April 17, 2012.

USG also expects loans to and investments in joint ventures to
aggregate approximately $60 million in 2012, up from the
previously announced estimate of $18 million, as a result of
contemplated further steps in the implementation of USG's
international growth strategy.  USG expects to fund the additional
investments through future surplus asset sales and other
divestitures.

The preliminary, unaudited results and the expected March results
are based on currently available information.  These preliminary,
unaudited results have not been prepared in accordance with, and
are subject to, USG's quarterly closing and review procedures and
the regular quarterly review process of its independent auditors.
As a result, the information presented herein is not necessarily
indicative of actual results for the first quarter and is subject
to change.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.71 billion
in total assets, $3.56 billion in total liabilities and $156
million in total stockholders' equity.

                         *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded USG Corporation's Issuer Default Rating (IDR) to 'B-'
from 'B'.  The Rating Outlook remains Negative.

The ratings downgrade and the Negative Outlook reflect Fitch's
belief that underlying demand for the company's products will
remain weak through at least 2012 and the company's liquidity
position is likely to deteriorate in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.  Moreover, new
commercial construction is expected to decline further this year
and may only grow moderately next year.


UTEX COMMUNICATIONS: Reorganization Case Converted to Chapter 7
---------------------------------------------------------------
The Hon. Craig A. Gargotta of the Bankruptcy Court for the
Western District of Texas converted the Chapter 11 case of UTEX
Communications Corp. to one under Chapter 7 of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on Oct. 31, 2011,
AT&T Texas sought the conversion, contending that UTEX does not
have the ability to pay AT&T Texas' pre- and post-petition claims.
AT&T avers that its administrative claim is now more than
$224,000, which amount increases monthly as AT&T Texas continues
to provide services to UTEX.

Moreover, AT&T Texas says UTEX cannot confirm a plan unless AT&T
Texas' over $9.5 million valid prepetition claim is fully paid,
AT&T pointed out.

The U.S. Trustee for Region 7 will convene a meeting of creditors
in the Debtor's Chapter 7 case on April 6, 2012, at 3:00 p.m.  The
meeting will be held at Austin Room 118, Homer Thornberry Bldg.,
903 San Jacinto, Austin, Texas.

Creditor and party-in-interest Lowell Feldman asked that the Court
reconsider its order converting the Debtor's case insofar as that
Order harms his character and ability to engage in telecom
entrepreneurial endeavors, and that Lowell Feldman have such other
and further relief as is just and equitable.

In a separate filing, Randolph N. Osherow, the duly appointed
Chapter 7 trustee, asked that the Court approve the employment of
Barrett Daffin Frappier Turner & Engel, LLP as general counsel for
the estate.  The hourly rates of the firm's personnel are:

         Steve Turner                     $325
         Paralegal                        $125

                    About UTEX Communications

Austin, Texas-based UTEX Communications Corp., dba FeatureGroup
IP, is a Competitive Local Exchange Carrier.  The Debtor filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Texas Case No.
10-10599) on March 3, 2010.  Joseph D. Martinec, Esq., at
Martinec, Winn, Vickers & McElroy, P.C., in Austin, Tex.,
represents the Debtor in its restructuring effort.  The Company
estimated assets at $100 million to $500 million and debts at
$10 million to $50 million.


VITERRA INC: Moody's Reviews 'Ba1' Ratings for Upgrade
------------------------------------------------------
Moody's Investors Service places Viterra Inc.'s Ba1 Corporate
Family Rating (CFR), Ba1 Probability of Default Rating (PDR) and
Ba1 senior unsecured rating under review for upgrade following the
announcement that the company has signed a definitive agreement to
be acquired by Glencore International AG (Glencore Baa2 rating
under review direction uncertain) The total transaction value is
$6.1 billion not including C$1.2 billion of debt to be refinanced
or assumed at Viterra. Closing of the transaction is subject to
the approval of Viterra's shareholders and other customary closing
conditions.

On March 21, 2012, Moody's placed the Baa2 ratings of Glencore, as
well as its guaranteed subsidiaries, on review direction uncertain
following its announced acquisition of Viterra. In a scenario
where the Xstrata merger was not completed but the debt financed
acquisition of Viterra is completed, Glencore ratings would be
subject to negative pressure, however a possible downgrade would
likely be limited to one notch. If the Viterra transaction closes
prior to the Glencore/Xstrata transaction and Viterra debt remains
outstanding the Viterra ratings may remain under review until the
Glencore/Xstrata review is concluded or all the Viterra debt is
refinanced.

"We have put the ratings of Viterra on review for an upgrade based
on its announced agreement to be acquired by Glencore, a company
with an investment grade credit profile," said Bill Reed, Moody's
Vice President.

Moody's current ratings on Viterra Inc. are:

Long Term Corporate Family Ratings (foreign currency) Rating of
Ba1 on watch for upgrade.

Probability of Default Rating of Ba1 on watch for upgrade.

Speculative Grade Liquidity Rating of SGL-2

Senior Unsecured (domestic currency) Rating of Ba1 on watch for
upgrade.

LGD Senior Unsecured (domestic currency) Assessment of 57 - LGD4

Senior Unsecured (foreign currency) Rating of Ba1 on watch for
upgrade.

LGD Senior Unsecured (foreign currency) Assessment of 57 - LGD4

Senior Unsecured Shelf (domestic currency) Rating of (P)Ba1 on
watch for upgrade.

Ratings Rationale

The review for upgrade will focus on whether Glencore guarantees,
legally assumes or otherwise contractually supports the CAD$1.2
billion of senior unsecured notes, in which case the rating is
likely to be upgraded to Glencore's rating. If Viterra's senior
unsecured notes remain outstanding and are not guaranteed or
otherwise supported after the acquisition is completed, the
ratings could still be upgraded as long as sufficient financial
information for Viterra is available to monitor the ratings, but
not to the level of the Glencore rating. Should the notes be
repaid in connection with the closing of the transaction, Moody's
will withdraw all of the Viterra's ratings.

The principal methodology used in rating Viterra was the Global
Commodity Merchandising & Processing Companies Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Viterra Inc. is headquartered in Calgary, Alberta and is the
largest grain handler in Canada. Viterra operates through three
business segments; Grain Handling and Marketing, Agri-Products,
and Processing.


WINGATE AIRPORT: Court Dismisses Chapter 11 Case
------------------------------------------------
The U.S. Bankruptcy Court approved the motion filed by Wingate
Airport South LLC to dismiss its Chapter 11 case.  The Debtor
relates that all creditors and liens had been satisfied.

As reported by the Troubled Company Reporter on Nov. 25, 2011, the
Debtor filed a disclosure statement explaining its Chapter 11 Plan
of Reorganization.  The secured claim of Multibank 2009-1 CRE
Venture, LLC would be paid the sum of $1,100,000 for a full
release of all claims it has against the Debtor.  Allowed Equity
interest holders will retain their interest.

In December 2011, the Court approved an amended motion by the
Debtor to borrow $2,000,000 from Lender's Mortgage to be used,
among other purposes, to satisfy all of the consensual and
mechanic's liens against the Real Property owned by the Debtor
located 355 East Warm Springs Road, in Las Vegas.  The Court noted
that should the Loan be funded and the proceeds of the Loan be
paid, the Debtor will lodge an Order dismissing the bankruptcy
proceeding.

                      About Wingate Airport

Las Vegas, Nevada-based Wingate Airport South, LLC, owns real
property located at 355 E. Warm Springs Road, Las Vegas, Nevada,
consisting of a partially completed Wyndham Hotel and land.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 11-11950) on Feb. 11, 2011.  In its schedules, the Debtor
disclosed $12,000,000 in assets and $9,497,529 in liabilities as
of the Petition Date.  Neil J. Beller, Esq., at Neil J. Beller,
Ltd., in Las Vegas, represents the Debtor as counsel.

On June 20, 2011, the Bankruptcy Court entered an order
determining that the Debtor is a "Single Asset Real Estate" Debtor
pursuant to 11 U.S.C. Sections 101(51B) and 362(D)(3).


* Moody's Says Feb. US Credit Card Deliquencies Hit Record Low
--------------------------------------------------------------
US credit card charge-offs held steady in February, as the charge-
off rate index fell one basis point below its January level, to
4.97%, according to Moody's Credit Card Indices. Moody's expects
the charge-off rate to start falling in the coming quarter and end
2012 at about 4%.

The delinquency rate index also declined, by seven basis points to
2.86%, setting yet another all-time low. Early stage delinquencies
declined to a new all-time low as well, 0.75%, and the upcoming
tax refund season should lead to even lower early stage and
overall delinquency rates.

"The charge-off rate typically increases in February because of
seasonal patterns, so this month's reading is yet another
indicator of the credit strength of collateral pools in credit
card ABS," says Jeffrey Hibbs, a Moody's Assistant Vice President
and Analyst.

"Weaker borrowers charged off at record levels during the
recession, and originators have added few new accounts to their
securitizations, so the improvement in collateral will make for
strong credit performance for the credit card trusts throughout
the year," adds Mr. Hibbs.

The charge-off rate measures credit card account balances written
off as uncollectible as an annualized percentage of total
outstanding principal balance.

The delinquency rate measures the proportion of account balances
for which a monthly payment is more than 30 days late as a
percentage of total outstanding principal balance. The early stage
delinquency rate measures the proportion of account balances for
which a monthly payment is 30 to 59 days late as a percentage of
total outstanding principal balance.

The payment rate dropped 115 basis points, to 20.93%; February has
always had one of the weakest payment rates of the year. Still,
the index remains close to historically high levels. The payment
rate measures the average amount of principal that cardholders
repay each month, as a percentage of total outstanding principal
balance.

"Historically low delinquencies and high payment rates reflect the
improved borrower mix in credit card trusts today. And we expect
credit card performance to continue to improve in 2012," says Mr.
Hibbs.

Rounding out the positive performance indicators for February, the
yield index rebounded from its seasonal weakness in January by 58
basis points, to 18.48%, which contributed to an increase in the
excess spread index, to 10.72%. Yield is the annualized percentage
of income, primarily finance charges and fees, collected during
the month as a percentage of total loans, while excess spread is a
measure of the overall performance of securitized pools of credit
card receivables.


* Moody's Says Canada Life Insurance Sector Outlook is Stable
-------------------------------------------------------------
The outlook for the Canadian life insurers is stable, says Moody's
Investors Service in its annual outlook report, although the
downside risks posed by the euro area banking crisis and the
persistence of low interest rates remain significant.

"The expectations of a modest improvement in economic
fundamentals, a stable industry structure, and favorable
demographics all support the stable outlook," says David Beattie,
a Moody's Vice President-Senior Analyst. "We foresee a return to
more predictable earnings growth because of improving economic
trends and because the dominant life insurers benefit from the
advantages of pricing power, economies of scale, and scope."

The investment portfolios of the Canadian insurers are of
generally high quality, with mostly investment-grade bonds, and
are diversified by industry and geography, and they have fared
better than their US peers despite concentrations in ABS and
European banks and sovereigns.

Moody's expects interest rates in North America to start rising
gradually later this year, which will provide some relief from
spread compression and the earnings pressure from spread-based
businesses over time. However, the industry is facing some
significant risks, among them, the sovereign and banking crisis in
the euro area and low interest rates.

"The likelihood of a downside scenario consisting of a protracted
period of low interest rates triggered by the euro area debt
crisis or macro-economic deterioration is growing," says
Mr. Beattie. "And our baseline economic scenario for Canada calls
for a sluggish and uneven recovery."

Moreover, despite hedging programs and the de-risking of products,
capital and earnings are still sensitive to volatile equity
markets.

"The Canadian insurers have some residual exposure to legacy books
of underpriced or difficult-to-hedge segregated funds, and to
universal life policies that will continue to be sensitive to the
markets," adds Mr. Beattie.


* Renovo Capital Relocates Dallas Office
----------------------------------------
Renovo Capital has relocated its Dallas Office to accommodate the
growth of its firm.  The new address and phone numbers is:

          14241 Dallas Parkway, Suite 475
          Dallas, TX 75254
          Telephone: (214) 699-4960

Renovo Capital, through its Renwood Opportunities Fund, makes
control equity investments in troubled and underperforming
companies, and invests in other special situation opportunities.
Renovo's investment size ranges from $3 million to $15 million
with a primary focus on operating turnarounds, bankruptcy
reorganizations, debt purchases and out-of-court restructurings
for companies in the manufacturing, distribution and service
industries.


* BOOK REVIEW: All Organizations Are Public
-------------------------------------------
Author: Barry Bozeman
Publisher: Beard Books
Softcover: 201 pages
List Price: $34.95

Bozeman breaks down the simple, widely-accepted categorization of
organizations into either public or private, with the former being
government organizations and everything else, private.  This view
of the innumerable and widely varied organizations in all parts of
the United States has held up since at least the latter 1800s even
though it is demonstrably inapplicable.  It's plain that not all
government organizations are public; the CIA and FBI are but two
that can hardly be labeled this.  And not all other organizations
lumped into the category of private can be said to be this since
they operate in one way or another in the public domain and are
subject in varying ways to varying degrees to the public's
representative, namely the government.

Even in recent decades as government has grown ever larger and
more involved in all areas of the society and corporations have
become more expansive and changeable with globalization, the
simplistic, inaccurate division of public and private continues to
hold up.  The "sector blurring" Bozeman was seeing when he first
wrote this work in the 1980s has increased and accelerated, making
All Organizations Are Public a more relevant and useful guide to
understanding the topology and workings of today's organizations
that it was when it was first published.  The outsourcing of
certain tasks traditionally done by American servicemen and women
to civilian employees of a business organization is one current
example of operations and an organization which cannot fall neatly
into the public-private categorization.  The more complex
relationship-at times virtually a cooperation-between government
and corporations in the globalization of business is another
current example of the "sector blurring" prompting Bozeman to take
the measure of what was very noticeably happening with modern-day
organizations.  He not only reports what has been going on, but
also develops concepts and devises principles of use for corporate
strategists and managers as well as business school teachers,
entrepreneurs considering starting or expanding a business, and
government officials.

Bozeman's view of modern organizations rests not on the common and
changeable references of popular opinion, the marketplace of
ideas, or the phenomena of consumerism, but on the central social
reality of "political authority."  In doing away with the
conventional, yet misleading categories of public and private,
Bozeman does not leave the reader with a vague, cosmic-like view
of the field of organizations.  The two categories are replaced
with an interrelated set of axioms and corollaries bringing a
logic and order to the vast and diverse world of organizations.
The first axiom is, "Publicness is not a discrete quality but a
multidimensional property.  An organization is public to the
extent that it exerts or is constrained by political authority."
The first corollary to this is, "An organization is private to the
extent that it exerts or is constrained by economic activity."

Bozeman recognizes that government-i.e., "public"-and
organizations formed or owned by regular citizens-i.e., "private"-
do have differences. They come into being from different motives
and different purposes, and they are related to the public in
different ways and operate differently.  Nonetheless, the
structure and operations of all organizations are affected, and in
some cases determined, by the overriding political authority.  In
Bozeman's conception, "publicness refers to the degree to which
the organization is affected by political authority."  Some are
tightly controlled by this political authority, while others are
barely touched by it.  But no organization is entirely free of
such authority.  With his axioms and corollaries, Bozeman gives
principles and characteristics for apprehending the nature of
particular organizations.

Today's research and development (R&D) organizations are a kind of
organization that the conventional public-private categorization
cannot begin to make sense of.  "Research and development
organizations provide a fertile ground for analysis of dimensions
of publicness."  As hybrids involving aspects of universities,
government, and industry, R&D organizations are playing important
economic and social roles in such areas as health, the
environment, demographics, and welfare.  Many are located at
universities and run by faculty members.  Many corporations have
R&D divisions.

The value and relevance of Bozeman's key factor of political
authority is seen especially with respect to R&D organizations.
Current government policies on stem cell research demonstrate how
Bozeman's central factor of "political authority" is applied to
understand any particular organization engaged in such research.
It's a matter of where an organization falls in the spectrum of
degrees of being affected by political authority, not the
uninformative, sterile decision as to whether an organization
should be labeled public or private.

Bozeman's view of organizations takes into account the reality
that the term "private" has little meaning with respect to
organizations.  All organizations, like all citizens, are subject
to the political authority somehow, notably the laws and
regulations.  But Bozeman is not interested simply in arguing for
a new theory of organizations.  His "multidimensional view of
publicness" in tune with the complexity, diversity, and changes
among today's organizations can help readers more effectively
steer and develop their own organization and work with other
organizations.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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