TCR_Public/120329.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 29, 2012, Vol. 16, No. 88

                            Headlines

2655 BUSH: Files Schedules of Assets and Liabilities
8699 BISCAYNE: $4.2MM BuilderFinancial Loan Not Avoidable
3700 ULMERTON: Voluntary Chapter 11 Case Summary
ADVANCED MEDICAL: HJ & Associates Raises Going Concern Doubt
AIRCASTLE LTD: S&P Rates $800-Mil. Senior Unsecured Notes 'BB+'

ALC HOLDINGS: April 11 Set as Admin. Expense Claim Bar Date
AMERICAN AIRLINES: USAir CEO Talks About Industry Consolidation
AMN HEALTHCARE: Moody's Corrects March 22 Ratings Release
APPALACHIAN OIL: May Recoup $297K of Payments to Tennessee Lottery
APPALACHIAN OIL: May Recoup $213K of Payments to Virginia Lottery

ARDENT MEDICAL: Moody's Issues Summary Credit Opinion
ARIEL FUND: Merkin's Funds Make Another Distribution
AUSTIN CONSTRUCTION: Files for Chapter 11 Bankruptcy Protection
BEACON POWER: To Request Dismissal at April 11 Hearing
BERNARD L. MADOFF: Customer Appeal Almost Frivolous
BERNARD L. MADOFF: Trustee Appeals Dismissal of UniCredit Suit

BLUE SPRINGS: Ford Dealership Case Sent Home From Delaware
BRUNO'S SUPERMARKETS: Court Trims Lawsuit Over Stolen Check
C. MURRELL: Case Summary & 20 Largest Unsecured Creditors
CAGLE'S INC: Koch Foods to Buy Assets for $72.3MM Cash and Note
CARTERS GROOVE: Colonial Williamsburg Objects to Amended Plan

CENTRAL FALLS, R.I: Providence May Need Bankruptcy
CENVEO INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
CHATSWORTH INDUSTRIAL: Creditor Seeks Dismissal or Case Conversion
CHEMBULK NEW YORK: Receives Interim Protection From U.S. Suits
CHRIST HOSPITAL: Hudson Wins Bidding for Jersey City Hospital

CHURCH OF GOD: Case Summary & 7 Largest Unsecured Creditors
CLEAN BURN: Northen Blue OK'd as Special Counsel for Trustee
CLARK AND LELAND: Case Summary & 18 Largest Unsecured Creditors
COLORADO ALTITUDE: Nevin Can Pursue Patent Suit
COMMUNITY MEMORIAL: AmerisourceBergen Opposes Cash Use

COMMUNITY MEMORIAL: Proposes to Sell to McLaren for $5-Mil.
CONVERGYS CORP: S&P Puts 'BB+' Corp. Credit Rating on Watch Neg
CUMBERLAND HOLDINGS: Case Summary & Largest Unsecured Creditor
DELTA PETROLEUM: Court OKs Amendment to Sale Process Deadlines
EASTMAN KODAK: Court Approves Flextronics Settlement

EASTMAN KODAK: Apple Ordered to Turn Over Data for Patent Claims
EASTMAN KODAK: Fujifilm Barred From Pursuing Patent Suit
EASTMAN KODAK: Questions Distributor's Setoff Claims
ELECTRIC HOLDINGS: Fitch Downgrades Issuer Default Rating to 'CC'
ENDURANCE INT'L: S&P Rates $185 Million First Lien Term Loan 'B'

ESP RESOURCES: MaloneBailey LLP Raises Going Concern Doubt
EVERGREEN SOLAR: Devens Plant Sold to Hackman Capital
FIELDS: GA Keen Realty Advisors to Market Department Stores
FILENE'S BASEMENT: To Sell Intellectual Property Assets
FIRST BANKS: Posts $44.1 Million Net Loss in 2011

FISH & FISHER: Coxwell Cleared From Bank Lender's Suit
FLINN SPRINGS: Case Summary & 9 Largest Unsecured Creditors
FNBH BANCORP: Has Restated Net Loss of $2.92-Mil. in June 30 Qtr.
FNBH BANCORP: Has $3.57-Mil. Restated Loss in 9-Mos. Ended Sept 30
FOSTER WHEELER: Moody's Withdraws 'Ba1' Corporate Family Rating

FRANCISCAN COMMUNITIES: Sets Orion-Led Auction for April 17
FULLER BRUSH: Loan From Victory Park Is Approved by Court
FUTTER LUMBER: Dist. Court Rejects Insiders' Interlocutory Appeal
GENERAL MARITIME: Reaches Plan Deal With Unsecured Creditors
GETTY IMAGES: Moody's Affirms 'Ba3' Rating on Sr. Sec. Term Loan

GLOBAL CLEAN: Hansen Barnett Raises Going Concern Doubt
GLOBAL GEOPHYSICAL: S&P Keeps 'B+' Note Rating After $50MM Add-On
GOODYEAR TIRE: Moody's Rates $1.2-Bil. Sr. Sec. Term Loan 'Ba1'
GRUBB & ELLIS: BGC Has Court Approval to Buy Brokerage
GRUBB & ELLIS: Brokers Want Sale Term on Commissions Clarified

HANDY & HARMAN: Moody's Assigns 'B2' Corporate Family Rating
HECKMANN CORP: Moody's Assigns 'B3' Corporate Family Rating
HORIZON PHARMA: PricewaterhouseCoopers Raises Going Concern Doubt
HOWREY LLP: Trustee Mulls Claims Against Dissolution Committee
IMAGINE FULFILLMENT: Case Summary & 20 Largest Unsecured Creditors

JODENE PUFF: Court Says Bankruptcy Plan Not Feasible
LOS ANGELES DODGERS: Guggenheim to Acquire Club for $2 Billion
LYONDELLBASELL INDUSTRIES: S&P Ups $3-Bil. Note Rating From 'BB+'
MAYVILLE DIE: Precision Castparts Acquires Assets
MERITAGE HOMES: Fitch Rates Proposed $250-Mil. Notes at 'BB-/RR3'

MERITAGE HOMES: Moody's Rates $250-Mil. Sr. Unsecured Notes 'B1'
MICROBILT CORP: Plan Outline Hearing Scheduled for April 5
MIRANT CORP: Trust May Sue Even After Creditors Are Paid in Full
MONTANA ELECTRIC: Trustee Tosses Out PPL EnergyPlus Contract
NEBRASKA BOOK: Gets Approval for Amended Plan Support Agreement

NEPHROS INC: Rothstein Kass Raises Going Concern Doubt
NEW GOLD: Moody's Assigns 'B1' Corporate Family Rating
NEWPORT TELEVISION: Moody' Says Sale May Trigger Debt Provisions
OLD CORKSCREW: Committee and U.S. Trustee Object to Amended Plan
OPTIONABLE INC: Sherb & Co. Raises Going Concern Doubt

OXBOW MACHINE: Case Summary & 20 Largest Unsecured Creditors
PACER MANAGEMENT: Files for Chapter 11 to Keep Hospital
PENINSULA HOSPITAL: To Close After DOH Shuts Down Laboratory
PENN VIRGINIA: Moody's Lowers Corporate Family Rating to 'B2'
PETTUS PROPERTIES: Lawsuit Against VFC Stays in Bankruptcy Court

PETTUS PROPERTIES: Mitchell & Culp Withdraws as Counsel
PHILADELPHIA NEWSPAPERS: Trust May Recoup $30K From Inserts East
PHILLIPS RENTAL: Has Access to Bank's Cash Collateral Until May 18
QIMONDA RICHMOND: Citibank Fails in Bid to Dismiss Avoidance Suit
QUALTEQ INC: Wants to Incur $38MM Exit Loan from Bayside Vmark

RYAN INTERNATIONAL: Has Final Order to Use Cash Through July 9
RYAN INTERNATIONAL: Has 5-Member Creditors' Committee
SEITEL INC: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
SK FOODS: Hearing on Ch.11 Trustee's Appeals Reset to April 23
SOLYNDRA LLC: Did Not Mislead Energy Dept., CRO Report Says

SPROUTS FARMERS: Moody's Confirms 'B2' CFR; Outlook Stable
STOCKTON, CA: Former Bankruptcy Judge Named Mediator
STOCKTON, CA: Moody's Cuts Pension Obligation Rating to 'B3'
SUNSHINE HEART: Ernst & Young Raises Going Concern Doubt
TAYLOR MORRISON: Moody's Assigns B1 CFR, Rates Unsec. Notes B2

TERRESTAR CORP: Wants Control of Case Through October 2012
TERRESTAR CORP: Court Rejects Bid to Stay Plan Voting
THORNBURG MORTGAGE: Orrick Retention Order Vacated
TITAN PHARMACEUTICALS: OUM & Co. Raises Going Concern Doubt
TRANSATLANTIC PETROLEUM: KPMG LLP Raises Going Concern Doubt

TRIDENT MICROSYSTEMS: Sigma Designs-Led Auction on April 2
UNITED GILSONITE: Hires EisnerAmper as Financial Advisor
UNITED RETAIL: No Competing Bids, Auction Canceled
US CAPITAL: Files Schedules of Assets and Liabilities
UTE MESA: District Court Affirms Lis Pendens Ruling

VANGUARD HEALTH: Moody's Rates $350MM Sr. Unsecured Notes 'B3'
VANGUARD NATURAL: S&P Rates Corporate Credit 'B', Unsec Notes 'B-'
VANTIV LLC: Moody's Upgrades Corporate Family Rating to 'Ba2'
VERASUN ENERGY: Execs' Claims Subject to Sec. 502(b)(7) Cap
VITRO SAB: Bondholders Can Collect From Non-Bankrupt Units

W.R. GRACE: Canada Appeals District Court Plan Approval
W.R. GRACE: To Release 1Q 2012 Financial Results on April 25
W.R. GRACE: Garlock Defends Plan Order Revision Plea
W.R. GRACE: Garlock Fails to Stay Jan. 30 Plan Order

* Fee-Only Chapter 13 Plans Not Automatically Prohibited
* Redemption Right Suffices to Require Return of Auto

* Moody's New U.S. Municipal Methodology Prompts Rating Reviews
* Hackman Capital to Expand Equipment Platform
* Great American Moves Office Space in Downtown Chicago

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

2655 BUSH: Files Schedules of Assets and Liabilities
----------------------------------------------------
2655 Bush LLC filed with the Bankruptcy Court for the Southern
Northern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property               $15,000,000
  B. Personal Property               $45,351
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                 $8,333,866
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         $4,063,252
                                 -----------       -----------
        TOTAL                    $15,045,351       $12,397,119

2655 Bush LLC filed for Chapter 11 (Bankr. N.D. Calif. Case No.
12-30388) on Feb. 8, 2012.  Judge Thomas E. Carlson presides over
the case.  Michael St. James, Esq., at St. James Law, serves as
the Debtor's counsel.


8699 BISCAYNE: $4.2MM BuilderFinancial Loan Not Avoidable
---------------------------------------------------------
Bankruptcy Judge A. Jay Cristol ruled that the mortgage under a
$4.2 million construction loan is not fraudulent and cannot be
avoided under applicable federal or state law because the
transaction involved the exchange of reasonably equivalent value.
The lawsuit is, 8699 Biscayne, LLC, v. Indigo Real Estate LLC, as
assignee of WestLB AG, & WestLB AG, a Foreign Corporation,
BuilderFinancial Corp., a Florida corporation; Builder Funding,
LLC, a Delaware limited liability company, BFSPE, LLC, a Delaware
limited liability Company, BFWEST, LLC, a Delaware limited
Liability company, Adv. Proc. No. 08-01749 (Bankr. S.D. Fla.).  A
copy of the Court's March 22, 2012 Order granting the motion for
summary judgment filed by the defendants is available at
http://is.gd/6bVJs0from Leagle.com.

James W. Carpenter, Esq. -- jwc@angelolaw.com -- at Angelo &
Banta, P.A., represents the defendants.

Miami Beach, Florida-based 8699 Biscayne, LLC, sought Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 08-22814) on
Sept. 4, 2008, represented by Paul DeCailly, Esq.  In its
petition, the Debtor estimated $1 million to $10 million in both
assets and debts.


3700 ULMERTON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 3700 Ulmerton Road Plaza, LLC
        c/o Donald H. Whittemore, Esq.
        Phelps Dunbar, LLP
        100 S. Ashley Drive, #1900
        Tampa, FL 33602

Bankruptcy Case No.: 12-04339

Chapter 11 Petition Date: March 26, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Donald H Whittemore, Esq.
                  PHELPS DUNBAR
                  100 South Ashley Drive, Suite 1900
                  Tampa, FL 33602-5867
                  Tel: (813) 472-7550
                  E-mail: whittemd@phelps.com

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

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

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

The petition was signed by Clark D. East, registered
agent/manager.


ADVANCED MEDICAL: HJ & Associates Raises Going Concern Doubt
------------------------------------------------------------
Advanced Medical Isotope Corporation filed on March 23, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Advanced Medical Isotope's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses, used significant cash
in support of its operating activities and, based upon current
operating levels, requires additional capital or significant
restructuring to sustain its operation for the foreseeable future.

The Company reported a net loss of $2.7 million on $393,603 of
revenues for 2011, compared with a net loss of $4.1 million on
$360,613 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.1 million
in total assets, $5.9 million in total liabilities, and a
shareholders' deficit of $4.8 million.

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

                       http://is.gd/Gfg6bj

Kennewick, Washington-based Advanced Medical Isotope Corporation
is engaged in the production and distribution of medical isotopes
and medical isotope technologies.  Medical isotopes are used in
molecular imaging, therapy, and nuclear medicine to diagnose,
manage and treat diseases.


AIRCASTLE LTD: S&P Rates $800-Mil. Senior Unsecured Notes 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue rating
and '3' recovery rating to Aircastle Ltd.'s $800 million senior
unsecured notes due 2017 and 2020. The issues are Rule 144A
transactions with registration rights. "Consistent with our
recovery methodology for issuers we rate in the 'BB' category, we
have capped the recovery rating on this issue at '3', indicating
meaningful (50%-70%) recovery for lenders in the event of a
payment default. The commercial jet lessor will use note proceeds
to repay outstanding debt under one of its secured term
financings, with any remainder for general corporate purposes
including the purchase of aircraft," S&P said.

"The ratings on Stamford, Conn.-based Aircastle reflect its
position as a midsize provider of aircraft operating leases and
the diversity of its fleet in terms of aircraft types and location
of lessees. Limiting credit quality are the company's exposure to
cyclical demand for aircraft, fluctuations in lease rates and
aircraft values, weak credit quality of some airline customers,
and a substantial percentage of encumbered assets," S&P said.

"We expect Aircastle's financial profile to remain relatively
consistent through 2012, with improving lease rates and fleet
additions resulting in higher earnings and cash flow. We believe
incremental debt to finance fleet growth will offset this growth.
We characterize Aircastle's business risk profile as 'fair,' its
financial risk profile as 'significant,' and its liquidity as
'adequate,' according to our criteria," S&P said.

"The corporate credit rating outlook is stable. We do not consider
an upgrade likely unless the company expands substantially,
improving its competitive position and fleet diversity, while
maintaining its financial profile. We could lower ratings if
Aircastle's capital spending became aggressive, causing debt to
capital to rise to the mid-70% area and FFO to total debt to
decline to less than 10% for a sustained period," S&P said.

RATINGS LIST
Aircastle Ltd.
Corporate credit rating               BB+/Stable/--

Ratings Assigned
Senior unsecured
  $800 mil. notes due 2017 and 2020    BB+
  Recovery rating                      3


ALC HOLDINGS: April 11 Set as Admin. Expense Claim Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established April 11, 2012, as the deadline for filing a request
for allowance of an administrative expense claim under Section
503(B) under the Bankruptcy Code against CLA Hold LLC, et al.

Proofs of claim must be filed:

if by regular mail:

         BMC Group, Inc.
         Attn: CLA Hold LLC Claims Processing
         P.O. Box 3020
         Chanhassen, MN 55317-3020

if by messenger or overnight delivery:

         BMC Group, Inc.
         Attn: CLA Hold LLC Claims Processing
         18675 Lake Drive East
         Chanhassen, MN 55327

                       About ALC Holdings

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, provides laser hair
removal treatments.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011.
Bankruptcy Judge Mary F. Walrath handles the case.  Landis
Rath & Cobb LLP represents the Debtors in their restructuring
efforts.  BMC Group Inc. serves as claims agent; SSG Capital
Advisors, LLC serves as financial advisors; and Traverse, LLC
serves as restructuring crisis manager.   MBC Consulting and
Melanie B. Cox serve as interim chief executive officer.  Qorval
and Eric Glassman serve as restructuring consultant.

As of Oct. 31, 2011, the Debtors disclosed total assets of
$80.4 million and total liabilities including $40.3 million owing
on a first-lien debt, $51 million in subordinated notes, and
$17.9 million is owing to trade suppliers.  American Laser Centers
of California LLC disclosed $20,988,454 in assets and $99,951,866
in liabilities as of the Chapter 11 filing.  ALC Holdings LLC
disclosed $14,662 in assets and $93,744,094 in liabilities. The
petitions were signed by Andrew Orr, chief financial officer & VP
corporate operations.

Herrick, Feinstein LLP represents the Official Committee of
Unsecured Creditors.  The Committee tapped Ashby & Geddes, P.A. as
Delaware Counsel and J.H. Cohn LLP as its financial advisor.


AMERICAN AIRLINES: USAir CEO Talks About Industry Consolidation
---------------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reports that US
Airways CEO Doug Parker, 50, told WSJ in an interview that
American Airlines' bankruptcy might provide opportunities for
USAir.

"If we could get our hands on better assets, we could do more
things," Mr. Parker said when asked why American interesting to
USAir as a potential partner.

"There may be tactical opportunities that arise. When there are,
we explore them," Mr. Parker said.

According to Ms. Carey, Mr. Parker declined to discuss the
particulars of his interest in American, but laid out his thesis
on the merits of consolidation.  US Airways disclosed in January
that it had hired advisers to help it assess a bid for American,
despite AMR's goal of emerging from Chapter 11 as a standalone
entity.

Mr. Parker has been a longtime advocate of consolidation.
Mr. Parker told WSJ that with fewer airlines, there are fewer
airline companies trying to get the same number of customers.

Mr. Parker also talked about past merger attempts.  When asked by
WSJ why USAir lost out in past merger attempts, Mr. Parker said,
"I don't think we lost out. Consolidation was necessary, and it
was a strategic imperative to get the industry well. As I look
back over the past five, six years, consolidation has helped us
have a more viable industry. To the extent that we helped compel
the mergers of Delta and Northwest and United and Continental, it
made us stronger."

USAir is itself a product of a 2005 merger with US Airways Group
Inc. and America West Airlines.  In 2006, USAir was rebuffed in
its attempt to merge with Delta Air Lines.

Regarding the failed hostile bid for Delta, Mr. Parker told the
Journal he learned from the experience that "You need to have
allies, particularly the employees. You need labor to be excited
about the transactions. In other businesses, value wins. That's
certainly not the case in this business."

                      About American Airlines

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

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

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

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

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

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

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

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


AMN HEALTHCARE: Moody's Corrects March 22 Ratings Release
---------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to AMN Healthcare,
Inc.'s proposed $250 million first lien senior secured credit
facilities, affirmed the Ba3 Corporate Family Rating ("CFR"), and
raised the short-term liquidity rating to SGL-2 from SGL-3. The
rating outlook is stable.

Actions:

  Issuer: AMN Healthcare Services, Inc.

    Corporate Family Rating, Affirmed Ba3

    Probability of Default Rating, Revised to B1 from Ba3

    $50 million Senior Secured Revolving Credit Facility
    due 2017, Assigned Ba2 LGD2 24%

    $200 million Senior Secured Term Loan B due 2018,
    Assigned Ba2 LGD2 24%

    Speculative Grade Liquidity Rating, Upgraded to SGL-2
    from SGL-3

    Outlook, Stable

The assigned ratings are based on a proposed refinancing for AMN
and are subject to Moody's review of final terms and conditions.
Proceeds from the new credit facilities will be used to refinance
existing first and second lien senior secured credit facilities
and pay related fees and expenses. The ratings on the existing
credit facilities are unchanged by the rating action, and expected
to be withdrawn upon closing of the proposed transaction.

Ratings Rationale

"Completion of the proposed refinancing transaction would
alleviate Moody's concerns about AMN's ability to meet the
required amortization payments and covenant tests of its current
credit facilities, and AMN would remain on track for credit
metrics to return to levels appropriate for the rating category by
the end of 2012", said Moody's analyst Ben Nelson. The proposed
transaction would significantly reduce cash interest expense and
required amortization payments, as compared to the existing credit
facilities. The transaction does not involve a significant change
in debt levels with financial leverage remaining in the mid 4
times Debt/EBITDA range (incorporating Moody's standard analytical
adjustments; excluding only the preferred stock adjustment,
Moody's estimates leverage near 4 times). Moody's expects a
combination of improved EBITDA generation and free cash flow
applied towards debt reduction will enable AMN to reduce its
leverage to the 4 times range by the end of 2012. These factors,
as well as the extension of debt maturities, contribute to Moody's
affirmation of the Ba3 CFR.

The Ba3 CFR is constrained by weak credit metrics for the rating
category and Moody's expectation that the slow pace of improvement
in the macroeconomic environment limit AMN's ability to return to
pre-recession business levels. Moody's believes unemployment will
remain elevated over the near-term and employers of healthcare
professionals will have the continued ability to fill more
openings with permanent hires, which in turn will limit demand for
short-term staffing solutions and AMN's short-term ability to grow
its business organically. The CFR acknowledges the benefits of new
contract signings under managed service programs, as well as AMN's
achievement of cost synergies associated with its September 2010
acquisition of Medfinders. The CFR continues to benefit from AMN's
leading market position in the temporary healthcare staffing
industry, diversified customer base, favorable long-term industry
trends, and a good liquidity position.

The revision of the short-term liquidity rating to SGL-2 from SGL-
3 acknowledges the liquidity benefits of reduced cash interest
expense and required amortization payments. The SGL-2 designates
Moody's view that AMN will maintain good liquidity to support its
operations over the next twelve months. Moody's anticipates
positive free cash flow, approximately $35-40 million of revolving
credit availability after consideration for letters of credit, and
good cushion under financial maintenance covenants.

The stable rating outlook anticipates modest improvement in
revenues and profit margins, and expectations for leverage to
decline to 4 times and interest coverage well above 2 times by the
end of 2012. The outlook assumes that AMN will apply free cash
flow towards debt reduction to achieve these metrics, and maintain
its good liquidity position.

Upward rating momentum is limited over the near-term. However,
Moody's could raise the rating or outlook if Moody's expects
leverage to be sustained below 3 times and interest coverage to be
sustained above 3 times. Conversely, the rating or outlook could
be lowered if Moody's expects leverage or interest coverage
sustained above 4.5 times or below 2 times, respectively. Debt-
financed acquisitions, reduced cash flow generation, or the use of
revolving credit to fund shareholder-friendly activities could
also have negative rating implications.

Headquartered in San Diego, California, AMN Healthcare Services,
Inc. is a leading healthcare staffing company in the United
States. The company recruits physicians, nurses, and allied health
professionals, and placed them on assignments at acute care
hospitals, physician practice groups, and other healthcare
settings. For the year ended December 31, 2011, AMN reported
revenues of approximately $887 million.

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


APPALACHIAN OIL: May Recoup $297K of Payments to Tennessee Lottery
------------------------------------------------------------------
Bankruptcy Judge Marcia Phillips Parsons granted, in part, and
denied, in part, cross-motions for summary judgment filed in the
lawsuit, Appalachian Oil Company, Inc., v. Tennessee Education
Lottery Corporation, Adv. Proc. No. 10-5067 (Bankr. E.D. Tenn.).
The Debtor commenced the action pursuant to 11 U.S.C. Sections
547(b) and 550(a) to avoid and recover certain alleged
preferential transfers totaling $526,790 made by APPCO to
Tennessee Lottery.  TEL contends that the transfers constituted
trust funds and therefore were not property of the debtor, a
necessary element of Sec. 547(b).  APPCO opposes the motion and
contends, to the contrary, that it is entitled to partial summary
judgment on its claim because the transfers were property of the
debtor.  The Court ruled that six of the payments totaling
$229,155 made by APPCO to TEL between Nov. 13, 2008, and Dec. 16,
2008, were trust fund property rather than property of the debtor.
Accordingly, TEL is entitled to summary judgment in its favor as
to APPCO's claim that these payments represent avoidable
preferences under Sec. 547(b).  Regarding two wired payments made
by APPCO to TEL on Jan. 9, 2009, and Jan. 12, 2009, in the amounts
of $50,000 and $247,634 respectively, the Court ruled that the
payments were property of APPCO.  Therefore, APPCO is granted
partial summary judgment on these claims, and TEL's motion for
summary judgment is denied.  A copy of the Court's March 23, 2012
Memorandum is available at http://is.gd/YvHHknfrom Leagle.com.

                      About Appalachian Oil

Appalachian Oil sought Chapter 11 protection (Bankr. Case E.D.
Tenn. No. 09-50259) on Feb. 9, 2009, estimating assets and debts
of $10 million to $50 million.  APPCO operated roughly 57
convenience stores in Tennessee, Virginia, and Kentucky, selling
petroleum products, groceries, cigarettes, other miscellaneous
items, and lottery tickets issued by the particular state in which
the store was located.  The Company's creditors with the biggest
unsecured claims were BP Plc's Amoco/BP, owed $2.41 million, and
fuel distributor Crescent Oil Co., owed $1.6 million.  In December
2010, the Court confirmed Appalachian Oil's Second Amended Plan of
Liquidation.


APPALACHIAN OIL: May Recoup $213K of Payments to Virginia Lottery
-----------------------------------------------------------------
Bankruptcy Judge Marcia Phillips Parsons granted, in part, and
denied, in part, cross-motions for summary judgment filed in the
case, Appalachian Oil Company, Inc., v. Virginia State Lottery
Department, Adv. Proc. No. 10-5064 (Bankr. E.D. Tenn.).  The
Debtor commenced the lawsuit pursuant to 11 U.S.C. Sections 547(b)
and 550(a) to avoid and recover certain alleged preferential
transfers totaling $485,227 made by APPCO to the Virginia State
Lottery Department.  Virginia Lottery contends that the transfers
constituted trust funds and therefore were not property of the
debtor, a necessary element of Sec. 547(b).  APPCO opposes the
motion and contends, to the contrary, that it is entitled to
partial summary judgment on its claim that the transfers were
property of the debtor.  The Court held that eight of the
electronic funds transfer payments totaling $271,987 made by APPCO
to Virginia Lottery during the 90 days prior to APPCO's bankruptcy
filing were trust fund property rather than property of the
debtor. Accordingly, Virginia Lottery is entitled to summary
judgment in its favor as to APPCO's claim that the payments
represent avoidable preferences under Sec. 547(b).  Regarding five
wired payments totaling $213,182 made by APPCO to Virginia
Lottery, the Court ruled that the payments were property of APPCO.
Therefore, APPCO is granted partial summary judgment on these
claims, and Virginia Lottery's motion for summary judgment is
denied.  A copy of the Court's March 23, 2012 Memorandum is
available at http://is.gd/zrx4unfrom Leagle.com.

                      About Appalachian Oil

Appalachian Oil sought Chapter 11 protection (Bankr. Case E.D.
Tenn. No. 09-50259) on Feb. 9, 2009, estimating assets and debts
of $10 million to $50 million.  APPCO operated roughly 57
convenience stores in Tennessee, Virginia, and Kentucky, selling
petroleum products, groceries, cigarettes, other miscellaneous
items, and lottery tickets issued by the particular state in which
the store was located.  The Company's creditors with the biggest
unsecured claims were BP Plc's Amoco/BP, owed $2.41 million, and
fuel distributor Crescent Oil Co., owed $1.6 million.  In December
2010, the Court confirmed Appalachian Oil's Second Amended Plan of
Liquidation.


ARDENT MEDICAL: Moody's Issues Summary Credit Opinion
-----------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Ardent Medical Services, Inc. and includes certain regulatory
disclosures regarding its ratings. The release does not constitute
any change in Moody's ratings or rating rationale for Ardent
Medical Services, Inc.

Moody's current ratings on Ardent Medical Services, Inc. are:

Long Term Corporate Family Ratings of B2

Probability of Default rating of B2

Senior Secured Bank Credit Facility (domestic currency) ratings
of B1; LGD3 -- 40

Ratings Rationale

Ardent's B2 Corporate Family Rating reflects Moody's belief that
the company's presence in only two markets and a meaningful
contribution of revenue from the health plan in New Mexico
represents significant concentration risk. Further, Moody's
expects that Ardent will actively pursue acquisitions in order to
gain scale and diversification. However, the rating also reflects
Moody's belief that the company will see benefits in its existing
markets from recently completed acquisitions.

Given the considerable concentration risk, Moody's would need to
see the company's metrics strongly positioned at levels usually
expected of higher rated companies prior to a rating upgrade. For
example, Moody's would expect the company to maintain leverage
below 4.5 times before considering an upgrade.

If operating results deteriorate, either through market specific
pressures or industry challenges such that the company is expected
to sustain negative free cash flow, Moody's could downgrade the
rating. Additionally, if Ardent were to significantly increase
leverage to complete a debt-financed acquisition, Moody's could
downgrade the ratings.

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


ARIEL FUND: Merkin's Funds Make Another Distribution
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Ariel and Gabriel funds operated by Ezra Merkin
will make an additional distribution of $226 million in the next
week, bringing total distributions to almost $400 million.

The cases are Cuomo v. Merkin, 450879/2009; and Schwartz v.
Merkin, 651516/2010, New York State Supreme Court (Manhattan.)

                       About Ariel Fund

Ariel Fund Limited, Ascot Partners, L.P., and Gabriel Capital,
L.P., were feeder funds for Bernard L. Madoff Investment
Securities Inc.

In May 2009, financier J. Ezra Merkin ceded to New York Attorney
General Andrew Cuomo's demands that he step down as manager of the
hedge funds and place them into receivership, following the
collapse of Madoff's investment firm.

Jacob Ezra Merkin (born 1954) was a close business associate of
Bernard Madoff, and is alleged to have played a significant part
in the Madoff fraud.


AUSTIN CONSTRUCTION: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Chris Bagley, staff writer at Triangle Business Journal, reports
that Austin Construction & Development LLC has filed for Chapter
11 bankruptcy reorganization after much of its tenant base
followed Campbell University Law School to Raleigh in 2009.

According to the report, the company listed $2.4 million in assets
and $1.7 million in liabilities in its March 23 petition, which
was filed in U.S. Bankruptcy Court for the Eastern District of
North Carolina.

The report relates Austin's bankruptcy attorney, Richard Sparkman,
Esq., said the Company owns two groups of townhomes totaling 36
units.  The buildings lost a large number of tenants after the law
school's departure.  Mr. Sparkman said they've since filled back
up but not quickly enough to stop New Century Bank from filing a
notice of default in January and suing the company and its two
co-owners in Harnett County Superior Court last month.

According to the report, Austin owes about $1.6 million on the
townhomes, according to the filing, which also lists a handful of
smaller-scale creditors.  The filing values the company's two
properties at about $2.2 million and suggests that they're on
track to generate revenue in the range of $250,000 this year.

Angier-based Austin Construction & Development LLC owns two groups
of townhomes in Buies Creek, North Carolina.


BEACON POWER: To Request Dismissal at April 11 Hearing
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Beacon Power Corp., lacking enough cash for approval
of even a liquidating Chapter 11 plan, wants the bankruptcy judge
in Delaware to dismiss the bankruptcy at a hearing on April 11.

According to the report, with the sale of the assets completed and
the U.S. Energy Department repaid a loan to finance the Chapter 11
effort, Beacon is left with $1.85 million in cash to cover $6.75
million in professional fees and about $1.1 million in other costs
of the reorganization that would have to be paid in full before
even a liquidating Chapter 11 plan could be confirmed.  In
addition, there are $257,000 in tax claims and $3.5 million in
pre-bankruptcy unsecured claims.

At the hearing in April, Beacon wants the court to dismiss the
Chapter 11 case and decide how the remaining cash should be
parceled out.

                        About Beacon Power

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

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

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

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

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

Beacon Power in February received authorization from the
Bankruptcy Court in Delaware to sell the business to Rockland
Capital LLC.  The buyer is paying $30.5 million, including a note
for $25 million and $5.5 million in cash.  In addition, The
Woodlands, Texas-based Rockland is giving the U.S. Energy
Department $6.6 million in guarantees and undertakings to provide
funding.


BERNARD L. MADOFF: Customer Appeal Almost Frivolous
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that customers of Bernard L. Madoff Investment Securities
Inc. moved a step closer to receiving $8.6 billion in
distributions when a federal district judge ruled that an appeal
trying to block final approval of a $7.2 billion settlement
"borders on the frivolous."

The report recounts that the estate of the late Jeffrey M. Picower
agreed to forfeit $2.2 billion to the U.S. government and pay $5
billion to Irving Picard, the Madoff trustee.  After the
settlement was approved in U.S. Bankruptcy Court, two customers
appealed to U.S. District Judge John G. Koeltl, who denied the
appeal March 26 in a 49-page opinion.

According to the report, one of the creditors taking the appeal
was Adele Fox, who claims she represents a class of 3,000
customers wanting part of Picower's $7.2 billion settlement even
though they took out more than they invested and received profits
representing money stolen from other customers.

To Fox's argument that the settlement was insufficient, Judge
Koeltl said the appeal was almost frivolous because the $7.2
billion was 100 percent of the net withdrawals from Picower's
account.  On March 26, Fox lost on her appeal from the $5 billion
portion of the settlement going to the Madoff trustee.  An appeal
is already pending in the U.S. Court of Appeals in Manhattan from
the portion of the settlement in which $2.2 billion was forfeited
to the U.S. government.  The $2.2 billion also will go to
creditors once appeals are finished.

Judge Koeltl said the bankruptcy judge was "plainly correct" when
he halted lawsuits the customers filed in Florida against Picower.
Given how the customers' lawsuits were "virtually identical" to
the Madoff trustee's complaint against Picower, Judge Koeltl said
the customers' suit violated the so-called automatic stay in
bankruptcy because they were bringing claims "that belonged to the
trustee on behalf of all" Madoff creditors.

Judge Koeltl said the customers had no right to a lawsuit on their
own because every Madoff customer was harmed "in the same way."

Mr. Rochelle notes that the appeals are preventing Picard from
distributing $6.44 billion from the $9.07 billion he collected or
has agreements to collect. The appeal from Picower's forfeiture is
holding up distribution of another $2.2 billion.  In addition,
distributions will be held back until the U.S. Supreme Court rules
on a request by customers to appeal from a ruling that customers
don't have claims for false profits.

The appeal was Fox v. Picard (In re Madoff), 10-4652, U.S.
District Court, Southern District of New York (Manhattan).

The Wall Street Journal's Chad Bray reports that Helen Davis
Chaitman, a lawyer for the investors challenging the settlement,
said they would appeal to the Second Circuit.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Trustee Appeals Dismissal of UniCredit Suit
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. is appealing a district court's February dismissal
of most of a $59 billion lawsuit against UniCredit SpA and
subsidiary UniCredit Bank Austria AG.

According to the report, the Madoff trustee, who asked a U.S.
Appeals Court to review the UniCredit ruling, may know as soon as
April 16 whether the U.S. Supreme Court will hear an appeal by
customers on the question of how customer claims should be
calculated.

The report recounts that in the UniCredit suit, the Madoff trustee
contended that Bank Medici AG and Sonja Kohn, its founder, worked
with Madoff going back at least until the mid-1980s.  UniCredit
and its affiliates took part in the scheme by funneling money into
the Madoff firm through feeder funds, according to the complaint.

The report notes that the U.S. Court of Appeals for the Second
Circuit ruled in August that Madoff customer claims are limited to
the amount of cash invested less the amount taken out.  Fictional
profits must be ignored, the appeals court in Manhattan said.
The justices of the Supreme Court are scheduled to decide whether
to allow an appeal at a conference on April 13.  Whether the
justices will hear the appeal may be announced as early as
April 16.

The UniCredit case in district court is Picard v. Kohn, 11-1181,
U.S. District Court, Southern District of New York (Manhattan).
The Wilpon appeal to the Supreme Court is Sterling Equities
Associates v. Picard, 11-968, U.S. Supreme Court.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BLUE SPRINGS: Ford Dealership Case Sent Home From Delaware
----------------------------------------------------------
U.S. Bankruptcy Judge Mary F. Walrath in Delaware promptly granted
an oral request by a customer to transfer the Chapter 11 case of
debtor Blue Springs Ford Sales Inc. to Missouri.

Blue Springs Ford Sales, Inc., filed a Chapter 11 petition (Bankr.
D. Del. Case No. 12-10982) on March 21, 2012.

A jury verdict assessing actual damages of $171,500 and punitive
damages in the amount of $1.75 million (54 times the actual
damages) prompted the Chapter 11 filing.  The judgment was on
account of a suit filed by a customer in Circuit Court of Jackson
County, Missouri, under a variety of legal claims, including, but
not limited to, the Debtor's alleged failure to adequately
disclose a full detailed vehicle history report in connection with
a sale of a used Ford.

The lawyer for the customer with the judgment made an oral motion
in court March 23 to transfer the case closer to home, Michael
Tamburini, Esq., at Polsinelli Shughart PC, lawyer for the
dealership, said in an interview, according to Bloomberg
bankruptcy columnist Bill Rochelle.

Judge Walrath entered March 28 an order transferring the case to
the U.S. Bankruptcy Court for the Western District of Missouri.

Aviva Gat, writing for The Deal Pipeline, reports that Michael M.
Tamburini, Esq., of Polsinelli Shughart PC, counsel of Blue
Springs said BSFS is incorporated in Delaware but that all of its
assets and operations take place around Kansas City, Mo., leading
Judge Walrath to determine that venue would be better equipped for
BSFS's bankruptcy.

While the Debtor argued against the transfer during the hearing,
BSFS will not challenge the court's ruling, the Deal report quotes
Mr. Tamburini as saying.  Mr. Tamburini said he was unsure exactly
when the transfer will take effect.

The dealership needed bankruptcy relief because it was unable to
post a bond required for appealing the judgment.

Steve Everly at the Kansas City Star reports that the Blue Springs
Ford listed just over $2.1 million owed the company's 20 largest
creditors.  Most of it, $2,058,000, is to Michael and Kimberly von
David, who sued Blue Springs Ford after discovering their Ford
Ranger pickup purchased from the dealership was a rebuilt wreck,
which they said was not disclosed when they bought the vehicle.
Their trial was in 2010, and the dealership appealed the verdict.
The appeal is pending.

"They have been threatening (to file for bankruptcy) since just
after the trial," the Kansas City Star report quotes Bernard
Brown, an attorney for the von Davids, as saying.

The report relates Bob Balderston, president and owner of Blue
Springs Ford, said he was forced to file for bankruptcy after
being unable to settle the lawsuit, which involved a $14,000
vehicle.  He said he was confident the judgment would be reversed
or reduced considerably.

Blue Springs Ford -- http://www.bluespringsford.com/-- is a Ford
dealer, serving Blue Springs in Missouri.  Christopher A. Ward,
Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, serves
as bankruptcy counsel.  Donlin Recano is the claims and notice
agent.


BRUNO'S SUPERMARKETS: Court Trims Lawsuit Over Stolen Check
-----------------------------------------------------------
At the behest of Bruno's Supermarkets LLC, now known as BFW
Liquidation LLC, Bankruptcy Judge Benjamin Cohen dismissed
portions of a lawsuit commenced by a lady who complained that a
Bruno's outlet accepted and negotiated her stolen check, and
charged her for the transaction.

The plaintiff said someone who had stolen checks from her in 2008,
used one of those checks at Bruno's store on Montclair Road in
Birmingham, Alabama, on Nov. 19, 2008.  The plaintiff said the
person who presented the check also presented a drivers license
for identification, "that was different from the plaintiff's
driver's license."  Still, Bruno's accepted the check, which was
later dishonored and returned for insufficient funds.

According to the plaintiff, Bruno's referred to Certegy Payment
Recovery Services, Inc. for collection, which then contacted the
plaintiff.  Bruno's also reported the bad check to various credit
reporting agencies, thus besmirching her credit rating.  Bruno's
in March 2009 swore out a warrant for her arrest.  She contends
that this warrant caused her arrest on Nov. 18, 2009, even though,
according to her, she had notified Bruno's, through its,
"principal check verification service, Certegy check services"
that the check had been stolen from her and she was not the one
who negotiated it.  The criminal charges against the plaintiff
were dismissed on Dec. 12, 2009.

The plaintiff sued Bruno's for damages from her experience.

The plaintiff also sued Southern Family Markets, formally know as
Southern Family Markets Acquisition II LLC, which acquired some of
Bruno's assets including 31 retail grocery stores.  Southern was
later dropped from the suit.

The case is Tiffany Austin, v. BFW Liquidation, LLC, Adv. Proc.
No. 11-00007 (Bankr. N.D. Ala.).  A copy of the Court's March 26,
2012 Memorandum Opinion is available at http://is.gd/S8CxYhfrom
Leagle.com.

                    About Bruno's Supermarkets

Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
was a privately held company headquartered in Birmingham, Alabama.
It was the parent company of the Bruno's, Food World, and FoodMax
grocery store chains, which includes 23 Bruno's, 41 Food World,
and 2 FoodMax locations in Alabama and the Florida panhandle.
Founded in 1933, Bruno's operated as an independent company since
2007 after undergoing several transitions and changes in ownership
starting in 1995.

Bruno's filed for Chapter 11 relief on Feb. 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  At that time, it was owned by
Dallas-based Lone Star Funds.

Burr & Forman LLP served as the Debtor's lead counsel.  Najjar
Denaburg, P.C., served as the Debtor's conflicts counsel.
Greenberg Traurig, LLP, acted as the official committee of
unsecured creditors' counsel.  Alvarez & Marsal served as the
Debtor's restructuring advisor. Bruno's estimated between $100
million and $500 million each in assets and debts in its Chapter
11 petition.

During the 2009 bankruptcy, Bruno's sold 56 of its stores to C&S
Wholesale Grocers Inc., for $45.8 million.


C. MURRELL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: C. Murrell Business Consultants, Inc.
        600 Laurel Hill Lane
        Catonsville, MD 21228

Bankruptcy Case No.: 12-15664

Chapter 11 Petition Date: March 26, 2012

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Jason E. Miles, Esq.
                  THE LAW OFFICE
                  19 E. Fayette Street, Suite 401
                  Baltimore, MD 21202
                  Tel: (410) 727-0406
                  E-mail: jem3472@gmail.com

Scheduled Assets: $2,013,152

Scheduled Liabilities: $1,450,771

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb12-15664.pdf

The petition was signed by Cephus M. Murrell.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Cephus M. Murrell                      12-15270   03/21/12


CAGLE'S INC: Koch Foods to Buy Assets for $72.3MM Cash and Note
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cagle's Inc. is seeking approval of a sale process
where an affiliate of Koch Foods Inc. will make the initial bid at
an auction on May 10.  Under the proposed rules, interested
parties must submit initial bids by May 4 to qualify for the
auction.  A sale hearing will be held May 11, a day after the
auction.

According to the report, absent higher and better offers, the
Debtor intends to sell the assets to the affiliate of Koch, a
chicken processor based in Park Ridge, Illinois, for $37 million
plus the value of inventory and accounts receivable, less accounts
payable to be assumed.  Cagle's said that the net addition to the
purchase price is about $35.3 million.  The Koch affiliate will
pay $55 million when the sale is completed, with the remainder in
a two-year note at 8% interest.  There will be no payments on the
note until February 2013.

                          About Cagle's

Cagle's Farms (NYSE: CGL.A) -- http://www.cagles.net/-- engages
in the production, marketing, and distribution of fresh and frozen
poultry products in the United States.

Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed
on Oct. 19, 2011, voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and
11-80203).  Paul K. Ferdinands, Esq., at King & Spalding, in
Atlanta, Georgia, serves as counsel.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  Kurtzman Carson LLC serves as
their claims, noticing, and balloting agent.

In its schedules, Cagle's Inc. disclosed $81,998,077 in assets and
$55,304,599 in liabilities as of the Petition Date.

The Official Committee of Unsecured Creditors is represented by
McKenna Long & Aldridge LLP and Lowenstein Sandler as counsel.
J.H. Cohn LLP serves as its financial advisors.

No trustee or examiner has been appointed in the Debtors'
bankruptcy cases.


CARTERS GROOVE: Colonial Williamsburg Objects to Amended Plan
-------------------------------------------------------------
The Colonial Williamsburg Foundation asks the U.S. Bankruptcy
Court for the Eastern District of Virginia to deny Carter's Grove
LLC's Second Amended Plan of Reorganization.

CWF explains that the Debtor's Plan fails to satisfy the
requirements for confirmation because (i) it is not feasible as
required by Section 1129 (11); (ii) it does not satisfy the best
interest of creditors test as required by Section 1129(a)(7);
(iii) it violates Section 1129 (a)(9)(D) because it pays general
unsecured creditors on more favorable terms than secured tax
claims; (iv) it is not fair and equitable as required by Section
1129(b)(1) and (b)(2); and the injunctive provisions of the Plan
may bar CWF from pursuing its claims against Mr. Minor on his
personal guarantee without any legitimate basis for such a
provision.

As reported in the Troubled Company Reporter on March 2, 2012,
according to the Disclosure Statement dated Feb. 10, 2012, the
Debtor is solvent and the Plan provides for all allowed claims to
be paid in full.  Under the Plan, Halsey Minor, the sole member of
the Minor Trust, will fund the continued maintenance and operating
expenses of the Debtor through the closing of the sale of Carter's
Grove, the payments to creditors that hold allowed priority
claims, allowed priority tax claims, and allowed general unsecured
claims pursuant to the terms and conditions set forth in the plan.

The Minor Trust, the sole member of the Debtor, will retain its
interest in the Debtor.  The Debtor obtained a recent appraisal
that estimates the fair market value of its sole asset -- Carter's
Grove -- at $15.8 million, which is substantially more than the
approximate $7.3 million in claims asserted against the Debtor.

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

   http://bankrupt.com/misc/CARTERS_GROVE_ds_2ndamendedplan.pdf

                       About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia-area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., and John W. Lucas, Esq., at Pachulski, Stang,
Ziehl, and Jones LLP, San Francisco, Calif.; Robert S. Westermann,
Esq., and Sheila deLa Cruz, Esq., at Hirschler Fleischer, P.C., in
Richmond, Va., serve as the Debtor's bankruptcy counsel.  Conway
MacKenzie, Inc., serves as financial restructuring advisors to
assist it during the Chapter 11 case, and perform other consulting
services necessary to the Debtor's continuing operations.  In its
schedules, the Debtor disclosed $21,156,417 in assets and
$12,490,476 in liabilities.

On Aug. 1, 2011, the U.S. Bankruptcy Court for the Northern
District of California approved the transfer of the Chapter 11
case of Carter's Grove, LLC to the Bankruptcy Court for the
Eastern District of Virginia, Newport News Division.


CENTRAL FALLS, R.I: Providence May Need Bankruptcy
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the receiver for Central Falls, Rhode Island, said
that Providence, the state's capital, will probably need to file
municipal bankruptcy. Central Falls is already in bankruptcy.

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

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

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

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


CENVEO INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Stamford, Conn.-based diversified printing company Cenveo Inc. to
negative from stable. "We also affirmed our ratings on the
company, including the 'B' corporate credit rating," S&P said.

"The outlook revision reflects the potential for a downgrade,
should the company maintain sizable debt maturities in December
2013 as this date approaches," said Standard & Poor's credit
analyst Tulip Lim. "Earlier this month, the company launched a
$450 million senior unsecured note transaction, with the intention
of partly funding tender offers for its 7.875% notes due 2013
($271 million outstanding), its 10.5% notes due 2016 ($23 million
outstanding), and its 8.375% notes due 2014 ($165 million
outstanding), as well as related fees and expenses. The offering
has been downsized to $225 million. In addition, the company now
plans on issuing up to $86.25 million of convertible notes. Cenveo
still intends to use the proceeds of the revised offerings to fund
tender offers for the 2013, 2016, and 2014 notes. However, the
company will now only pay down $120 million of the notes due 2013,
leaving $151 million maturing in 2013," S&P said.

"The corporate credit rating on Cenveo reflects Standard & Poor's
expectation that the company's leverage will remain high and
coverage will remain weak. For these reasons, we consider Cenveo's
financial profile 'highly leveraged'. We view the company's
business risk profile as 'weak'because of Cenveo's participation
in the highly competitive and cyclical printing markets," S&P
said.

"We expect ongoing pricing pressure from industry overcapacity and
limited scope for margin improvement," added Ms. Lim, "and over
the near term, we expect this will result in minimal organic
revenue and EBITDA growth."

"Our outlook is negative, reflecting the potential for a downgrade
as the maturity date of its notes due December 2013 approaches,
should the company continue to have a substantial balance under
these notes. We could consider lowering the rating if the balance
of the notes due 2013 remains meaningful, the company's margin of
compliance declines to 10%, discretionary cash flow were to
contract to less than $50 million, and we become increasingly
convinced that the company's cash flow generation and liquid
resources may be insufficient to meet its 2013 obligations," S&P
said.

"We could revise the outlook back to stable, should Cenveo reduce
its 2013 debt maturities below $100 million by early 2013, and we
are confident that the company will generate enough cash flow and
have enough revolving credit facility capacity to meet this
obligation, while maintaining a margin of compliance healthily
above 10%," S&P said.


CHATSWORTH INDUSTRIAL: Creditor Seeks Dismissal or Case Conversion
------------------------------------------------------------------
Chatsworth Industrial Park, LP's secured creditor CSFB 2003-C4
Nordhoff Limited Partnership filed a motion with the U.S.
Bankruptcy Court seeking dismissal or, in the alternative,
conversion to Chapter 7 of the Debtor's Chapter 11 case.

The motion is based on the grounds that the Debtor has failed to
comply with the Court's order and the Debtor's failure to comply
with the cash collateral order has caused substantial harm to the
Secured Creditor.

The Secured Creditor notes that the Debtor's estate is solvent.
There is sufficient equity in the Property to pay all secured and
unsecured creditors in full with interest.  The Debtor filed its
petition over two years ago, and notwithstanding the ability to
pay creditors promptly in full and with interest, the Debtor has
wasted the creditor's time and money proposing three different
plans that were not confirmable in the Secured Creditor's view.
Now, the Debtor has failed to make more than seven cash collateral
payments to the Secured Creditor as required under the Order
entered on Feb. 26, 2010.

During this time period, the Debtor continued to make payments to
its insiders, including a property management fee to its principal
and a maintenance fee to the principal's son.  The Debtor's
failure to comply with its obligations under the cash collateral
order has resulted in the depletion of the property tax escrow
account.  Another property tax payment is due on April 10, 2012 in
the amount of $50,248.68 and there are no funds in the property
tax escrow account for this payment.  The failure to make cash
collateral payments has also resulted in an increase in the total
interest due to the Secured Creditor, thereby reducing the equity
cushion available to the Secured Creditor and it further appears
that the Debtor has made payments in excess of amounts authorized
in the cash collateral order.

CSFB 2003-C4 Nordhoff is informed that the Debtor intends to
propose yet another plan with different terms, this one to "cure"
the default owed to the Secured Creditor.  CSFB 2003-C4 Nordhoff
does not believe that the Debtor should be given yet another bite
at the apple; however, regardless of the Debtor's intention to
file any such amended plan, the Debtor's disregard of the Court's
order concerning cash collateral and the bankruptcy code should
not be tolerated.

Hearing on the CSFB 2003-C4 Nordhoff's motion is set for
April 12, 2012 at 9:30 a.m.

                    About Chatsworth Industrial

Tarzana, California-based Chatsworth Industrial Park, LP, owns and
operates five adjacent industrial properties in Chatsworth,
California.  It filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 09-27368) on Dec. 23, 2009.  Judge Maureen Tighe
presides over the case.  Caceres & Shamash, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated assets at $10
million to $50 million and $1 million to $10 million in debts.


CHEMBULK NEW YORK: Receives Interim Protection From U.S. Suits
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PT Berlian Laju Tanker Tbk received temporary
protection from creditor suits in the U.S. on March 23.  The U.S.
Bankruptcy Court's order prevents creditors from seizing vessels
when they visit U.S. ports.

According to the report, the company will next ask the U.S. court
to rule that Singapore is home to the main bankruptcy proceeding.

If the bankruptcy judge agrees and finds that procedures abroad
adequately protect creditors, lawsuits in the U.S. will be
permanently halted and creditors will be required to hash out
disputes, file claims, and receive distributions from the court in
Singapore.

                      About Chembulk New York

Singapore-based PT Berlian Laju Tanker Tbk filed Chapter 15
bankruptcy petitions in New York for subsidiaries (Bankr. S.D.N.Y.
Lead Case No. 12-11007) on March 14, 2012, to prevent creditors
from seizing the company's vessels when they call on U.S. ports.

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

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

In January, the Berlian Group violated covenants under a $685
million loan agreement.  Creditors took steps to arrest certain
vessels operated by companies in the Berlian Group.

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

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


CHRIST HOSPITAL: Hudson Wins Bidding for Jersey City Hospital
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge in Newark, New Jersey, authorized
Christ Hospital to sell its 367-bed acute-care hospital in Jersey
City to Hudson Hospital Holdco LLC from Philadelphia.  Hudson will
pay $29.5 million in cash, the cost of curing defaults on
contracts, plus $3.5 million to the Pension Benefit Guaranty Corp.
to pay part of the hospital's liability.

Hudson is a for-profit hospital operator that owns the Hoboken
Medical Center and the Bayonne Medical Center, both in New Jersey.
It beat out Community Healthcare Associates, the acquirer of
Barnert Hospital.

                     About Christ Hospital

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

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

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

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

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

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

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


CHURCH OF GOD: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Church of God of Deliverance, Inc.
        fdba Church of God of Deliverance Ministries
        P.O. Box 492
        Rocky Mount, NC 27802

Bankruptcy Case No.: 12-02331

Chapter 11 Petition Date: March 26, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb12-02331.pdf

The petition was signed by Larry T. Dickens, member/manager.


CLEAN BURN: Northen Blue OK'd as Special Counsel for Trustee
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District North Carolina
authorized the Sara A. Conti, Chapter 11 trustee for Clean Burn
Fuels, LLC, to employ Northen Blue, LLP, as special counsel.

As reported in the Troubled Company Reporter on Feb. 17, 2012, the
trustee related that pursuant to a May 17, 2011, order, John A.
Northen and the firm of Northen Blue, L.L.P., were approved as
bankruptcy counsel for the Debtor.

Northen Blue is expected to:

   a. assist the trustee in finalizing and obtaining Plan
      confirmation;

   b. represent the trustee in litigation pending against Perdue
      BioEnergy, LLC and Cape Fear Farm Credit, ACA;

   c. investigate and pursue any other litigation as requested by
      the trustee, including any Bankruptcy causes of action
      arising under Sections 541, 542, 543, 544, 546, 547, 548,
      549, 550 or 553 of the Bankruptcy Code;

   d. review claims and file objections thereto; and

   e. perform other legal services as may be required by the
      trustee in the administration of the Debtor's estate.

Mr. Northen assures the Court that neither he nor any members or
associates of the firm hold or represent any interest adverse to
the Debtor's estate, and therefore, are "disinterested persons" as
the term defined in Section 101(14) of the Bankruptcy Code.

                         About Clean Burn

Founded in 2005, Clean Burn Fuels LLC is the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in August 2010 and started producing and
selling ethanol and dried distillers grains with solubles (DDGS)
shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents
the Debtor.  Anderson Bauman Tourtellot Vos & Co. serves as
financial consultant and chief restructuring officer.  Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP serves as
special counsel to assist the Debtor in its state court litigation
matters, including various lawsuits pending in Hoke County, North
Carolina. The Debtor disclosed $79,516,062 in assets and
$79,218,681 in liabilities as of the Chapter 11 filing.

Charles M. Ivey, Esq., at Ivey McClellan Gatton, in Greensboro,
N.C., represents the Creditors' Committee as counsel.

Since the petition date, the Debtor has not operated its ethanol
plant.


CLARK AND LELAND: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Clark and Leland Condominium, LLC
        4626 N. Clark Street
        Chicago, IL 60640

Bankruptcy Case No.: 12-11815

Chapter 11 Petition Date: March 26, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Robert Lemle, Esq.
                  LEMLE LAW GROUP
                  520 S. Lafayette Park Place, Suite 560
                  Los Angeles, CA 90057
                  Tel: (213) 384-3578

Estimated Assets: $0 to $50,000

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

A copy of the list of 18 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb12-11815.pdf

The petition was signed by Heung K. Baek, managing member.


COLORADO ALTITUDE: Nevin Can Pursue Patent Suit
-----------------------------------------------
Bankruptcy Judge Elizabeth E. Brown said Stephen Nevin can proceed
with his patent infringement lawsuit against Colorado Altitude
Training LLC in Boulder District Court, in Colorado, and seek
injunctive relief related to the Debtor's alleged post-petition
infringement of his patents as the automatic stay does not apply
to those claims.  A copy of Judge Brown's March 23, 2012 Order is
available at http://is.gd/dvgbodfrom Leagle.com.

Based in Louisville, Colorado, Colorado Altitude Training LLC
filed a Chapter 11 petition (Bankr. D. Colo. Case No: 10-21951) on
May 14, 2010.  Judge Elizabeth E. Brown presides over the case.
Peter J. Lucas, Esq., in Denver, serves as the Debtor's counsel.
In its petition, the Debtor estimated $100,001 to $500,000 in
assets and $1 million to $10 million in debts.  The petition was
signed by L.M. Kutt, CEO.


COMMUNITY MEMORIAL: AmerisourceBergen Opposes Cash Use
------------------------------------------------------
AmerisourceBergen Drug Corporation filed with the U.S. Bankruptcy
Court for the Eastern District of Michigan an objection to any
further bankruptcy court order authorizing Community Memorial
Hospital d/b/a Cheboygan Memorial Hospital's use of cash
collateral.

ABDC explains that the Debtor has the burden of proving that
ABDC's security interest in cash collateral is adequately
protected.  ABDC adds that for a replacement lien in cash
collateral to constitute adequate protection, the Debtor has to
prove that ABDC will retain a first priority security interest in
the same amount of cash collateral it had prepetition.  Unless and
until that has been proven, the Debtor must be prohibited from
making any use of cash collateral beyond that provided in the
interim order.

As reported in the March 12, 2012 edition of the Troubled Company
Reporter, the Debtor on March 6 obtained limited authority to use
lenders' cash collateral of up to $900,000 pursuant to a
stipulation among the Debtor, Citizens National Bank of Cheboygan,
the U.S. Department of Agriculture, and AmerisourceBergen Drug
Corporation.

The Debtor, on the one hand, and Citizens and the USDA, on the
other hand, disagree as to the scope of Citizens Bank's and the
USDA's security interests, particularly as to whether or not they
apply to accounts receivable.

The Debtor has roughly $12.8 million of secured debt resulting
from four different credit facilities:

     -- Citizens National Bank of Cheboygan loaned the
        principal sum of $713,000, pursuant to a Note, dated
        Jan. 26, 2001.  The Citizens Note is secured by
        mortgages on three parcels of real property owned by
        the Debtor, located at 702-736 S. Main Street,
        Cheboygan, Michigan, known as Lincoln Bridge Plaza.

     -- The Economic Development Corporation of the County of
        Cheboygan, with Citizens as the bondholder, loaned to
        the principal sum of $1,600,000 pursuant to a Note,
        dated Feb. 1, 2001.  The Debtor also granted Citizens
        mortgages on the Lincoln Bridge Plaza.

     -- The EDCCC, with Citizens again as the bondholder,
        loaned the additional principal sum of $4,300,000,
        pursuant to a Note, dated April 1, 2008.  The Debtor
        granted Citizens additional mortgages on three parcels
        of real property owned by the Debtor, located at
        748-810 S. Main Street, Cheboygan, Michigan, referred
        to as the hospital main campus.

     -- The USDA loaned the principal sum of $8,724,251,
        pursuant to a Note, Dec. December 3, 2003.  The Debtor
        granted to the USDA mortgages on the Lincoln Bridge
        Plaza, the Hospital and a medical office building that
        was to be constructed with the proceeds of the USDA
        loan.  The USDA agreed, at the time of the Second Bond
        Note, to subordinate its mortgage and liens on the
        Lincoln Bridge Plaza and the Hospital but not its
        mortgage and lien on the New Clinic.

The Debtor has argued that Citizens Bank and the USDA have no
interest in the Debtor's cash, while Citizens Bank and the USDA
assert that all of the Debtor's cash constitutes their cash
collateral.

The Debtors noted in court papers that, in addition to the
Prepetition Lenders, certain entities may assert liens or purchase
money security interests in specific equipment or supplies sold to
the Debtor, including AmerisourceBergen, Eplus Technology, Inc.,
Stryker Sales Corporation, Med One Capital Funding, LLC, Republic
Bank, Leasing Associates of Barrington, Inc., Siemens Financial
Services, Inc., Fleetwood Financial, General Electric Capital
Corporation, Siemens Medical Solutions USA, Inc., and Winthrop
Resources Corporation.

AmerisourceBergen claims a security interest in, among other
things, the Debtor's accounts receivable and their proceeds,
including the cash that the Debtor proposes to use.

As of the Petition Date, the Debtor said total assets were
$20,159,891.

In its interim order, the Court made no finding on the issue, but
held that use of cash by the Debtor is necessary and that the
proposed protection for the cash use is adequate.

As adequate protection of ABDC's interests and the Prepetition
Lenders' interests in their prepetition collateral, ABDC and the
Prepetition Lenders will have, pursuant to sections 361, 363 and
552(b) of the Bankruptcy Code, valid, binding, enforceable and
perfected replacement liens in the same property of the Debtor's
estate as held by ABDC and the Prepetition Lenders prior to the
Petition Date.  The Replacement Liens will enjoy the same validity
and extent as the liens ABDC and the Prepetition Lenders held on
the Petition Date, subject only to existing liens and encumbrances
that are valid, binding and enforceable and perfected liens
existing in the Prepetition Collateral on the Petition Date.

               About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor estimated assets and debts of
$10 million to $50 million.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.


COMMUNITY MEMORIAL: Proposes to Sell to McLaren for $5-Mil.
-----------------------------------------------------------
Community Memorial Hospital asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to authorize the sale of
substantially all of its assets.

The Debtor, with the assistance of Conway MacKenzie, Inc., as
investment banker, has completed the marketing and sale process.
One buyer, McLaren Health Care Corporation submitted an indication
of interest, resulting in an asset purchase agreement, and
undertook a comprehensive due diligence process.

The APA provides for, among other things:

   a. McLaren will acquire substantially all of the Debtor's
operating assets at its primary hospital campus, well as certain
of the Debtor's non-operating assets, including but not limited to
furniture, fixtures and furnishings, machinery and equipment,
inventories, permits, licenses, certificates of need, certain real
property, and medical records;

   b. excluded from the Hospital Assets cash in the Debtor's
various accounts, accounts receivable and certain real property;

   c. McLaren will assume certain of the Debtor's liabilities,
including "Cure Costs" for executory contracts and unexpired
leases to be assumed by McLaren;

   d. the purchase price for the Hospital Assets will be (1)
$5,000,000, plus (2) all amounts required for the Debtor to cure
and assume the assigned Assumed Contracts and Leases;

   e. McLaren's obligation to purchase the Hospital Assets is not
subject to financing;

   f. the APA allows for termination by McLaren or the Debtor
under certain, limited circumstances.

The Debtor also seeks approval of a break-up fee of $150,000 to be
paid to McLaren under certain conditions.

The Debtor says that fee is not substantial and won't provide a
chilling effect on potential bidders.  McLaren?s bid may serve as
a catalyst for other parties to submit competing bids, the Debtor
says.

The sale motion doesn't provide for a deadline for initial bids or
an auction date if bids are received.

              About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor estimated assets and debts of
$10 million to $50 million.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

Counsel for Citizens National Bank of Cheboygan is Sandra S.
Hamilton, Esq., at Clark Hill PLC.  AmerisourceBergen is
represented by Dennis M. Haley, Esq., at Winegarden Haley Lindholm
& Robertson PLC.

The Debtor and McLaren Health Care Corporation have an Asset
Purchase Agreement to buy most of the Debtor's assets for
$5 million.  McLaren is also providing up to $2 million in DIP
financing.  The APA requires that any outstanding balances on the
postpetition financing will be credited toward the purchase price.

Christine Derdarian in Sylvan Lake, Michigan, has been appointed
as Patient Care Ombudsman pursuant to a stipulation between the
Debtor and the U.S. Trustee for Region 9.

The U.S. Trustee also has appointed an official committee of
unsecured creditors.


CONVERGYS CORP: S&P Puts 'BB+' Corp. Credit Rating on Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Cincinnati-based Convergys Corp., including the 'BB+' corporate
credit rating, on CreditWatch with negative implications. This
action follows the announcement that the company has signed a
definitive agreement to sell its Information Management (IM)
business to NEC Corp. for $449 million in cash.

"In our opinion, the transaction would weaken Convergys' business
risk profile by reducing business diversity," said Standard &
Poor's credit analyst Naveen Sarma, "and increasing reliance on
the more economically sensitive call center business, which has
lower margins. The IM business, which provides business
support services, including billing services mainly to
telecommunications companies, comprised about 15% of consolidated
revenues and 20% of consolidated EBITDA for 2011."

"In resolving the CreditWatch, we will reassess the company's
business risk profile absent the IM business. Specifically, we
will evaluate Convergys' competitive position in the calling
center industry, the predictability of revenues and the company's
ability to manage costs when call volumes decline, and, most
importantly, its ability to improve profitability. EBITDA margins
for the customer care business have generally been around 11%,
compared with the midteen percentage area for the IM business,"
S&P said.

"We expect leverage to rise modestly as a result of the
transaction, but to remain low for the financial risk assessment
of 'intermediate," added Mr. Sarma. "Total debt to EBITDA would be
about 1.3x, including our adjustments for operating leases,
postretirement benefits, and net cash distributions from the
company's cellular partnership with AT&T Wireless, and excluding
the $52 million in EBITDA from the IM business. Convergys sold the
cellular partnership to AT&T for $320 million in June 2011."

"We plan to complete our evaluation before the end of the second
quarter of 2012," S&P said.


CUMBERLAND HOLDINGS: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Cumberland Holdings, LLC
        P.O. Box 48668
        Saint Petersburg, FL 33743

Bankruptcy Case No.: 12-02329

Chapter 11 Petition Date: March 26, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Michael P. Peavey, Esq.
                  P.O. Box 1115
                  Wilson, NC 27894-1115
                  Tel: (252) 291-8020
                  Fax: (252) 291-8309
                  E-mail: mpeavey@peaveylaw.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Branch Banking & Trust Co.                       $497,236
Mr. Jack Hayes
P. O. Box 1847
Wilson, NC 27894

The petition was signed by David Marshlack, member.


DELTA PETROLEUM: Court OKs Amendment to Sale Process Deadlines
--------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware entered an order amending the relevant sale
process deadlines as set forth in the bid procedures.

As reported in the Troubled Company Reporter on March 27, 2012,
the expanded procedures allow bidders to propose buying stock as
part of a plan of reorganization, well as the asset bids currently
contemplated.

Delta was able to convince the Court that the amendments could
protect the Company's more than $1.1 billion worth of tax benefits
for its buyer.  Delta said that its valuable tax benefits could
eventually be used to free "cash flow for debt service, working
capital, capital expenditures and other beneficial uses."

Delta was initially slated to hold an auction on March 26.  No
buyer is under contract.

The amendment includes:

   April 16, 2012, at 4:00 p.m.        Objection Deadline
   April 18, 2012, at 4:00 p.m.        Bid Deadline
   April 20, 2012, at 4:00 p.m.        Auction Notice Deadline
   April 24, 2012, at 9:00 a.m.        Auction
   May 1, 2012, at 11:00 a.m.          Sale Hearing

                       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.

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


EASTMAN KODAK: Court Approves Flextronics Settlement
----------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a settlement
between Eastman Kodak Co. and its major supplier, Flextronics
Corp.

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

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

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

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

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

                       About Eastman Kodak

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

KODAK, 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: Apple Ordered to Turn Over Data for Patent Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan ordered Apple Inc. to turn
over documents requested by Eastman Kodak Co. in connection with
its investigation into Apple's claims that it owns some of the
company's digital imaging patents.

Eastman Kodak seeks to investigate Apple's patent claims out of
concern that they would disrupt the sale of its digital imaging
portfolio, which is reportedly worth $2.2 billion to $2.6 billion.

In a previously filed reply to Apple's objection, Eastman Kodak
said the patent claims are unsupported and need to be investigated
so that the company could move ahead with the sale of its digital
imaging portfolio.

Eastman Kodak also criticized Apple for dictating what information
the company can and cannot have about Apple's patent claims.

                       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. were not included in
the filing and were expected to continue to operate as usual.

KODAK, 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: Fujifilm Barred From Pursuing Patent Suit
--------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan blocked Fujifilm Corp. from
moving ahead with its patent-infringement lawsuit against Eastman
Kodak Co.

In a March 23 order, the bankruptcy court denied Fujifilm's bid to
lift the automatic stay that was applied to the lawsuit, which is
pending before the U.S. District Court in Manhattan.

Fujifilm filed the lawsuit last year to prohibit Eastman Kodak
from further manufacturing, selling, or importing products that
infringe on patents, which Fujifilm claims it owns.

In requesting for the lifting of the stay, Fujifilm argued the
prosecution of the lawsuit won't affect the "core assets" at issue
in Eastman Kodak's bankruptcy case.

The move drew flak from the Official Committee of Unsecured
Creditors and the committee representing Kodak noteholders.  Both
claimed that allowing Fujifilm to move ahead with its lawsuit
would delay Eastman Kodak's restructuring efforts.

                       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. were not included in
the filing and were expected to continue to operate as usual.

KODAK, 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: Questions Distributor's Setoff Claims
----------------------------------------------------
Eastman Kodak Co. is opposing Wynit Distribution LLC's bid to
recoup customer program credits and set off its claim against the
company.

Wynit, which serves as distributor of consumer goods it gets from
Eastman Kodak, claims it only owes $485,545 to the company under a
distribution agreement, and $3,126,229 under an OEM agreement.

In court papers, Eastman Kodak questioned the accuracy of Wynit's
"financial calculations," saying it failed to identify "any
undisputed, definite amounts due and payable" between the
companies.

"Wynit's motion should be denied as premature in order to avoid
the kind of time consuming, burdensome and vexatious proceedings
that the doctrines of recoupment and setoff were designed to avoid
rather than create," Eastman Kodak said.

As reported in the Feb. 20, 2012 edition of the TCR, Wynit is
asking court approval to recoup customer program credits under a
distribution agreement with Eastman Kodak Company.  Wynit serves
as distributor of consumer goods it gets from Eastman Kodak under
the deal.  As distributor, Wynit is provided customer program
credits and is entitled to deduct those credits against the debt
it owes to Eastman Kodak.  The distributor reportedly owes
$701,379 to Eastman Kodak. Meanwhile, there is a $215,834
outstanding credit under the agreement, which means Wynit owes
$485,545 to Kodak for goods it purchased for distribution.

Wynit also seeks approval to set off its claim against Eastman
Kodak under an OEM agreement where it serves as supplier of ink
cartridges to the company.  As of January 19, 2012, it is owed
$3,126,229 based on Eastman Kodak's books and records, according
to court papers.

                       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. were not included in
the filing and were expected to continue to operate as usual.

KODAK, 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).


ELECTRIC HOLDINGS: Fitch Downgrades Issuer Default Rating to 'CC'
-----------------------------------------------------------------
Fitch Ratings has lowered the Issuer Default Rating (IDR) of Texas
Competitive Electric Holdings Company LLC (TCEH) to 'CC' from
'CCC' and removed the Negative Rating Outlook.  According to
Fitch's Rating definitions, a 'CC' rating implies very high levels
of credit risk such that default of some kind appears probable at
some point in the future.  On the other hand, a 'CCC' rating
implies substantial credit risk such that default is a real
possibility.  Due to inter-company linkages, Fitch has also
downgraded the IDRs of Energy Future Holdings Corp (EFH), Energy
Future Intermediate Holding Company LLC (EFIH) and Energy Future
Competitive Holdings Company (EFCH) to 'CC' as well.  The IDR and
security ratings of Oncor Electric Delivery Company LLC (Oncor)
are unaffected by today's rating actions.

Security Ratings at TCEH:

Based on an updated recovery analysis that reflects a lower
valuation for both Luminant and TXU Energy and reflecting the one-
notch downgrade to the IDR, the security ratings for the first-
lien senior secured debt are downgraded to 'CCC/RR3' from 'B/RR2'.
The ratings are affirmed for the second-lien senior secured debt
at 'C/RR6'; guaranteed unsecured notes at 'C/RR6'; and non-
guaranteed unsecured notes at 'C/RR6'.

Security Ratings at EFH/EFIH:

Fitch has updated its recovery analysis for EFH/EFIH and now
assumes a higher valuation for Oncor.  The security ratings for
the first-lien senior secured debt are downgraded to 'B' from 'B+'
reflecting the one-notch downgrade to the IDR.  The Recovery
Rating (RR) for the first-lien debt remains at 'RR1'.  The ratings
are affirmed for the second-lien senior secured debt at 'B' albeit
at a higher RR ('RR1' versus prior 'RR2'); guaranteed unsecured
notes at 'CCC' albeit at higher RR ('RR3' versus prior 'RR4'); and
non-guaranteed unsecured notes at 'C/RR6'.

The downgrade to TCEH's IDR is driven by a further sharp
deterioration in the company's business outlook over the last few
months such that the current highly leveraged capital structure is
no longer sustainable and some kind of default seems inevitable,
in Fitch's view.  The timing of default, however, has been pushed
out due to the recent actions taken by management to bolster
liquidity and it is quite likely that EFH/EFIH will
opportunistically continue to access the capital markets.  But
these actions provide liquidity support only till 2014 according
to Fitch and it appears increasingly unlikely that power prices
will recover in the meantime to levels required for TCEH to reach
cash breakeven.

Fitch has significantly lowered its expectation for TCEH's EBITDA
beyond 2012.  This has been primarily driven by lower power price
expectations for the Electric Reliability Council of Texas
(ERCOT).  Natural gas prices set the power prices in ERCOT 70%-90%
of the time and the forward natural gas curve has weakened
considerably over the last few months.  As a partial offset, Fitch
does expect the tightening reserve margins in ERCOT to drive
market heat rates higher, especially during peak periods, but
overall, Fitch's expectation of power prices in ERCOT is lower
than it was before.  As of Dec. 31, 2011, TCEH had 42% of 2013 and
69% of 2014 natural gas exposure unhedged and there are no natural
gas hedges beyond 2014.  Fitch has also lowered Luminant's
expected baseload generation in 2012 reflecting recent trends of
displacement of coal generation with natural gas during off-peak
hours.

Fitch has also lowered its EBITDA outlook for TCEH's retail
business.  TXU Energy has been experiencing significant customer
attrition, a pace that has picked up in 2011.  While TXU Energy
has been able to sustain margins in 2011 and could benefit in 2012
due to falling wholesale prices, intensified competition and
significant headroom between TXU Energy's and competitive offers
is likely to put pressure on both margins and customer retention.

Fitch forecasts TCEH to be free cash flow negative in 2012 as
compared to earlier expectations that the company will break even.
The change is driven by Fitch's assumption of lower EBITDA and a
shift in capex for environmental compliance towards earlier years.
Beyond 2012, Fitch expects TCEH's cash flow generation from
operations to be significantly lower than its cash interest
expense and capex needs.  This is driven by the roll-off of above-
market natural gas hedges beginning 2013, rising environmental
expenditures and higher cash interest expenses driven by the
termination of PIK interest in November 2012, and higher interest
rates on floating debt, partially offset by the roll-off of
current interest rate swaps.

While not in Fitch's rating case at present, the Environment
Protection Agency's (EPA) Cross State Air Pollution Rule (CSAPR)
could potentially have a material adverse impact on the company as
well.  The rule mandates steep SO2 and seasonal NOx reduction that
could lead to sizeable capital investment, reduced generation, and
higher costs for the portion of Luminant's coal fleet that is not
scrubbed.  The rule has been stayed by the United States Court of
Appeals for the D.C. Circuit, and given the possibility that the
rule gets modified and/or delayed, Fitch has not included the
likely impact of CSAPR in its rating case.

Fitch expects consolidated liquidity at EFH/EFIH and TCEH to be
affected by free cash flow deficits at TCEH as highlighted above
and reduced upstream dividend from Oncor during 2012-13.
Liquidity in 2012 has been bolstered by the recent $1.15 billion
of senior secured second-lien issuances at EFIH in two separate
transactions.  The majority of the net proceeds have been used by
EFIH to pay distribution to EFH, which in turn, has paid down $950
million of inter-company loan to TCEH, thus bolstering TCEH's
liquidity.  As a result of these transactions, EFH currently has
an estimated $660 million of inter-company notes outstanding as
compared to $1.6 billion at the end of 2011.  Management has
publicly stated that EFH does not plan to borrow from TCEH any
more and will be in a repayment mode. Fitch anticipates EFIH to
opportunistically access capital markets again to repay the
balance of the inter-company note.

Liquidity may not be a concern until 2014 given the current
ability to issue $500 million first-lien and $1.3 billion second-
lien debt at EFH/EFIH.  TCEH has the ability to issue $750 million
of first-lien debt at TCEH and $1.88 billion of second-lien debt,
of which $1 billion can be issued for cash.  TCEH has unlimited
ability to issue first-lien debt for refinancing purposes.
Fitch's forecasts include an increase in leverage from an already
untenable level due to a need for higher borrowings to fund
operations.

TCEH's near-term debt maturities are significant including the
$645 million unextended portion of the revolving credit facility
in October 2013, the $3,851 million unextended portion of term
loans and deposit letter of credit (LOC) loans in October 2014 and
the $4,693 million of cash pay/PIK toggle notes in 2015/16 (which
excludes approximately $363 million of notes held by EFH and
EFIH).  The debt maturity schedule could be exacerbated by the
springing maturity provision for the extended portions of the term
loans and deposit LOC loans if the requisite conditions are not
met.  Volatile capital market conditions and weakened fundamental
outlook could hamper the company's ability to execute refinancings
on a timely basis.  EFH has over $1 billion of debt maturities
over 2014-17 and, in Fitch's view, would need to preserve a
substantial portion of its debt issuance capacity for debt
repayments.

Recovery Analysis:

The individual security ratings at TCEH and EFH/EFIH are notched
above or below the IDR, as a result of the relative recovery
prospects in a hypothetical default scenario.

Fitch values the power generation assets at Luminant using a net
present value (NPV) analysis.  Fitch uses the plant valuation
provided by its third-party power market consultant, Wood
Mackenzie, as an input as well as Fitch's own gas price deck and
other assumptions.  The generation asset net present values (NPVs)
vary significantly based on future gas price assumptions and other
variables, such as the discount rate and heat rate forecasts in
ERCOT.

Fitch's valuation of Luminant's generation fleet at approximately
$13.5 billion reflects a value of approximately $1,700 per
kilowatt (kw) for the nuclear units, $700/kw for the older coal
fleet, $1,500/kw for the newer coal units and $600/kw for the
natural gas plants.  Fitch values TXU Energy at $2.5 billion using
an EV/EBITDA multiple of 5.0 times (x).  For the purpose of the
recovery analysis, Fitch has assumed that the credit facilities
are fully drawn and the first-lien capacity is fully utilized.
Fitch has also assumed that the current balance of $660 million of
demand notes payable to TCEH by EFH has been paid in full.  Fitch
does note that natural gas prices are a key variable that drives
the valuation of TCEH's power generation assets.  According to
Fitch's estimates, every $1/MMMBtu move in natural gas prices can
drive approximately $500 million variance in TCEH's EBITDA beyond
2014.

The recovery analysis results in a 'CCC/RR3' rating for TCEH's
first-lien bank facilities and first-lien senior secured notes.
The 'RR3' rating reflects a one-notch positive differential from
the 'CC' IDR and indicates that Fitch estimates recovery of 51%-
70%.  The recovery waterfall yields no recovery for all debt
junior to the first lien as the first-lien debtholders are not
paid in full.

Fitch's assessment of the collateral valuation at EFH/ EFIH
continues to depend solely on the value of Oncor Electric Delivery
Holdings Company LLC's (Oncor Holdings) 80% ownership interest in
Oncor.  Fitch has updated its value of Oncor Holdings' equity
interest.  Fitch is now using an EV/EBITDA multiple approach
rather than a book value of equity approach to value Oncor.  Given
the high EBITDA growth expectation at Oncor, the book value
approach grossly undervalued the utility. Fitch is using an 8.5x
EV/EBITDA multiple to value Oncor's expected 2014 EBITDA of $1.8
billion.  This approach values Oncor Holdings' proportional
interest in Oncor at $7.5 billion as of 2014 year-end.  Fitch has
also assumed for the purposes of the recovery analysis that first-
lien capacity and the currently permissible second-lien capacity
is fully utilized.  As a result, the rating of the second-lien
debt is no longer being suppressed.

Fitch downgrades the following and removes the Negative Rating
Outlook:

EFH:

  -- IDR to 'CC' from 'CCC';
  -- Senior secured first lien notes to 'B/RR1' from 'B+/RR1.

EFIH:

  -- IDR to 'CC' from 'CCC';
  -- Senior secured first lien notes to 'B/RR1' from 'B+/RR1'.

TCEH:

  -- IDR to 'CC' from 'CCC';
  -- Senior secured bank facilities to 'CCC/RR3' from 'B/RR2';
  -- Senior secured first lien notes to 'CCC/RR3' from 'B/RR2'.

EFCH:

  -- IDR to 'CC' from 'CCC.

Fitch affirms the following and removes the Negative Rating
Outlook:

EFH:

  -- Senior notes (guaranteed) at 'CCC' and the RR changed to
     'RR3' from 'RR4';
  -- Senior notes (non-guaranteed) at 'C/RR6'.

EFIH:

  -- Senior secured second-lien notes at 'B' and the RR changed to
     'RR1' from 'RR2'.

TCEH:

  -- Senior secured second-lien notes at 'C/RR6';
  -- Secured lease facility bonds at 'B-/RR3' (secured by certain
     combustion turbine assets);
  -- Guaranteed unsecured notes at 'C/RR6';
  -- Senior unsecured debt (non-guaranteed) at 'C/RR6';
  -- Senior unsecured pollution control bonds issued by the Brazos
     River Authority (TX), Sabine River Authority (TX), and
     Trinity River Authority (TX) at 'C'.

EFCH:

  -- Unsecured notes at 'C/RR6'.


ENDURANCE INT'L: S&P Rates $185 Million First Lien Term Loan 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Burlington, Mass.-based Endurance International
Group Inc. The outlook is stable.

"We are also assigning a 'B' issue rating with a recovery rating
of '3' to the company's $185 million incremental first-lien term
loan. The '3' recovery rating indicates our expectation for
meaningful (50%-70%) recovery for lenders in the event of payment
default," S&P said.

The company is using $155 million of the proceeds to redeem
convertible preferred stock and $24 million for future
acquisitions. As a result, leverage will increase marginally.

"In addition, we affirmed our 'B' issue rating on the company's
existing senior secured facilities, including the revolver due
2014 following the $20 million add-on. The '3' recovery rating on
this debt remains unchanged," S&P said.

"Standard & Poor's expects that Endurance will generate good free
operating cash flow (FOCF) and that revenue and EBITDA measures
will improve over the next 12 months as the company fully benefits
from recent acquisitions and associated purchase accounting
adjustments are normalized. However, the rating also reflects the
company's acquisition-driven growth, its focus on the small-to-
midsize business (SMB) market in a weak economy, and what we view
as an 'aggressive' (based on our criteria) financial risk
profile," S&P said.

"Endurance helps SMBs establish, maintain, and promote their
online presence. We assess the company's business risk profile as
'vulnerable' (based on our criteria). Our assessment primarily
reflects Endurance's limited market share in a highly fragmented
industry with moderate switching costs and low barriers to entry,
as well as significant exposure to the SMB sector, which
historically has been more sensitive to weak economies than large
enterprises. In addition, the company's growth has primarily
reflected acquisitions, resulting in a limited track record at its
current operating scale. Finally, while we expect Endurance to
continue improving its revenue diversity via cross-selling add-on
products, like search engine optimization and custom Web
development products, its Web hosting segment still accounts for
approximately 65% of its revenue base," S&P said.

"For the full year 2012, we expect the company's GAAP revenue to
improve toward the mid-$200 million area due to growth in its
subscriber base and increased average revenue per user (ARPU).
Further, we expect the combination of higher revenue and lower
operating expenses to lead to adjusted EBITDA margins in the
midteen area by the end of 2012," S&P said.

"Due to the company's historically acquisitive growth strategy and
its largely subscription-based business model, which results in
significant increases in deferred revenues, we believe that cash
flow metrics rather than debt to EBITDA metrics currently better
reflect both the company's underlying operating performance and
its credit quality. Pro forma for the transaction, we estimate the
company's ratio of FOCF to debt to be in the low-teen percentage
area, which is good for the rating. Pro forma debt to EBITDA, for
the full year 2012, is likely to be around the midteens times. As
a result of these factors, we view the financial risk profile as
aggressive. Additionally, the ratings also reflect the capacity
the company has put in place to add debt via accordion loans
(within the parameters of a leverage-based incurrence test)," S&P
said.


ESP RESOURCES: MaloneBailey LLP Raises Going Concern Doubt
----------------------------------------------------------
ESP Resources, Inc., filed on March 22, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

MaloneBailey, LLP, in Houston, Tex., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
and negative cash from operations through Dec. 31, 2011.

The Company reported a net loss of $4.3 million on $11.1 million
of sales for 2011, compared with a net loss of $2.3 million on
$5.5 million of sales for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $6.9 million
in total assets, $6.2 million in total liabilities, and
stockholders' equity of $746,992.

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

                       http://is.gd/Jry0Al

Scott, La.-based ESP Resources, Inc., through its wholly owned
subsidiary, ESP Petrochemicals, Inc., is a custom formulator of
specialty chemicals for the oil and gas industry.


EVERGREEN SOLAR: Devens Plant Sold to Hackman Capital
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Evergreen Solar Inc. was given authorization from the
bankruptcy court on March 23 to sell the non-operating plant in
Devens, Massachusetts, to Hackman Capital Acquisition Co. LLC for
$8.53 million.  Sale proceeds don't go to Evergreen, however.  The
Massachusetts Development Finance Agency receives $5 million with
the remainder earmarked for holders of the 13 percent secured
notes.

The report notes that when there were no buyers for the Devens
plant, the underlying land and equipment at prior auctions,
Evergreen worked out a three-way transaction with Hackman and the
state agency.  The agency was leasing the underlying land to
Evergreen.  In the sale, the agency conveys the land outright to
Hackman and receives $5 million in satisfaction of $10.1 million
in claims.

                       About Evergreen Solar

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

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

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

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

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

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

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

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


FIELDS: GA Keen Realty Advisors to Market Department Stores
-----------------------------------------------------------
GA Keen Realty Advisors, LLC, a subsidiary of Great American Group
LLC, has been retained by Hudson's Bay Company to assist in the
subleasing and assignment of 36 Fields Department Store locations
throughout Canada.

Founded in 1950, Fields is a chain of Canadian discount stores
owned by the Hudson's Bay Company serving rural and urban Canadian
communities.  In December 2011, Hudson's Bay announced that Fields
will cease operation beginning in February 2012 in Ontario where
26 stores will close.  The remaining 141 stores will be closed in
phases throughout the year, ending in the fall of 2012.

"This is a great opportunity for an expanding retailer to pick up
some excellent locations throughout Canada," said Craig Fox,
Senior Vice President of GA Keen Realty Advisors.  "Because of the
diversity of the spaces available, we anticipate strong interest
from various types of retailers."

GA Keen Realty Advisors will help sublease or assign retail
locations between 5,900 and more than 14,000 square feet in size.
The properties are located throughout Alberta, British Columbia,
Manitoba, Ontario, and Saskatchewan.

GA Keen Realty Advisors provides real estate analysis, valuation
and strategic planning services, brokerage, M&A, auction services,
lease restructuring services and real estate capital market
services.

                 About Great American Group, LLC

Great American Group, LLC -- http://www.greatamerican.com-- is a
provider of asset disposition solutions and valuation and
appraisal services to a wide range of retail, wholesale and
industrial clients, as well as lenders, capital providers, private
equity investors and professional service firms.  Great American
Group has offices in Atlanta, Boston, Chicago, Dallas, London, Los
Angeles, New York and San Francisco.


FILENE'S BASEMENT: To Sell Intellectual Property Assets
-------------------------------------------------------
Filene's Basement LLC and Syms Corp have filed a motion with the
U.S. Bankruptcy Court for the District of Delaware seeking
approval of procedures for the auction and sale of their
intellectual property rights.

According to Enhanced Online News, , the assets being offered for
sale include the Syms and Filene's Basement trade names as well as
some of their house brands such as Stanley Blacker and Maine Bay.
Also for sale is the IP in connection with the world-famous
Running of the Brides event.  The sale process is being conducted
by Hilco Streambank.

                           Domain Names

Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that Filene's Basement and Syms Corp. are looking to put
everything from their trademarks to their domain names on the
auction block -- including intellectual property associated with
what they call the "world renowned" Running of the Brides event.

Syms and Filene's Basement brought in Hilco Streambank LLC to help
them dispose of their intellectual property.

According to DBR, Jack Hazan, an executive vice president with
Hilco Streambank, said in an interview Tuesday that a purchaser of
the Running of the Brides IP would get "all of the history and
good will that comes along with it."

Mr. Hazan also said the Running of the Brides intellectual
property could be snatched up by another retail chain or player in
the bridal business who could reinstate the event.

"We're confident that someone's going to pick this up," Mr. Hazan
said.  "We've had good interest in this already, in all of the
brands actually."

The report also notes "royalty-free license agreement with Macy's
for the Filene's Basement trademark," and both Syms and Filene's
Basement's customer information databases will also be sold.

                          May 3 Auction

Enhanced Online News reports that the proposed procedures, if
approved by the Court at a hearing scheduled for April 10, 2012,
set a bid deadline of May 1, 2012 and an auction on May 3, 2012.
The proposed procedures also authorize the Debtors to select
stalking horse bidders prior to the auction.

"Numerous parties have expressed an interest in these famous
brands," the EON report quotes David Peress, Executive Vice
President with Hilco Streambank, as saying.  "This is an
opportunity to acquire a wealth of intellectual property
associated with two iconic retail chains and the brands they built
over generations. This rich history has given these brands a
tremendous level of recognition in the Off-Price Retail space."

Interested bidders should contact Hilco Streambank at 212-610-5663
for more information.

                          April 10 Hearing

The Court will consider approval of the proposed sale procedures
at a hearing on April 10.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the company said it intends to file a Chapter 11 plan by
April 10.  At a hearing that day, the official shareholders'
committee can ask the bankruptcy court to end the companies'
exclusive right to submit a plan.

The Bloomberg report relates that on March 28, Syms filed papers
asking the bankruptcy judge to push back the equity committee's
motion for authority to file a plan to May 10 from April 10.  The
company wants its own motion for an examiner to be rescheduled for
May 10 as well.

                          About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FIRST BANKS: Posts $44.1 Million Net Loss in 2011
-------------------------------------------------
First Banks, Inc., filed on March 23, 2012, its annual report on
Form 10-K, reporting a net loss of $44.1 million on net interest
income before provision for loan losses of $191.0 million for the
fiscal year ended Dec. 31, 2011, compared with a net loss of
$198.3 million on net interest income before provision for loan
losses of $239.9 million for the fiscal year ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$6.609 billion in total assets, $6.345 billion in total
liabilities, and stockholders' equity of $263.7 million.

The Company did not meet the minimum regulatory capital standards
established for bank holding companies by the Federal Reserve at
Dec. 31, 2011, and 2010.

At Dec. 31, 2011, the Company's required and actual capital ratios
were as follows:

                                             Actual    Required
                                             Ratio      Ratio
                                             -----      -----
Total capital (to risk-weighted assets):      1.88%      8.0%
Tier 1 capital (to risk-weighted assets):     0.94%      4.0%
Tier 1 capital (to average assets):           0.56%      4.0%

First Bank was categorized as well capitalized at Dec. 31, 2011,
and 2010, under the prompt corrective action provisions of the
regulatory capital standards.

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

                       http://is.gd/lDumEZ

First Banks, Inc., is a registered bank holding company
incorporated in Missouri in 1978 and headquartered in St. Louis,
Missouri.  The Company operates through its wholly owned
subsidiary bank holding company, The San Francisco Company, or
SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned
subsidiary bank, First Bank, also headquartered in St. Louis,
Missouri.


FISH & FISHER: Coxwell Cleared From Bank Lender's Suit
------------------------------------------------------
Bankruptcy Judge Edward Ellington dismissed Frank Coxwell and
Coxwell & Associates, PLLC, from the lawsuit, Merchants and
Farmers Bank, v. Fish & Fisher, Inc., Debtor, Frank Coxwell,
Coxwell & Associates, PLLC, Sekco, Inc., H&E Equipment Services,
Inc., Puckett Machinery Company, Waring Oil Company, LLC, McGraw
Rental & Supply Company, Inc., United States of America, and
Precious Martin, Adv. Proc. No. 11-00027 (Bankr. S.D. Miss.).  The
Court held that the Second Amended Complaint fails to state a
claim against Coxwell for imposition of a constructive trust or
for negligence under Mississippi law.

M&F loaned Fish & Fisher $681,000 in early 2007.  Fish & Fisher
executed Commercial Security Agreements granting M&F a security
interest in "all accounts receivable whether now owned or
hereinafter acquired by Debtor."  Fish & Fisher defaulted on its
loan payments.  As of March 8, 2011, Fish & Fisher owed M&F
$450,673, an amount that does not include interest, fees, or
expenses.

In the meantime, beginning in November 2007, L&T Construction,
Inc. stopped paying Fish & Fisher for labor and materials that
Fish & Fisher had supplied for site preparation work.  After
submitting its payment dispute with L&T Construction to
arbitration, Fish & Fisher received an award of $1,283,351 on June
23, 2009.  Fish & Fisher then retained Coxwell as its legal
counsel to handle the disbursement of the arbitration proceeds
and, for that purpose, deposited all of the proceeds into
Coxwell's trust account.

According to M&F, Fish & Fisher's claim against L&T Construction
constituted an "account receivable" subject to M&F's security
interest.  M&F alleges that Coxwell knew about its lien on the
proceeds from the arbitration award before he disbursed the funds.

Coxwell did not disburse any of the proceeds from the arbitration
award to M&F.  Instead, Coxwell disbursed almost all of the
proceeds to other creditors of Fish & Fisher and then returned the
remaining amount to Fish & Fisher, all without M&F's knowledge or
consent.

On Aug. 7, 2009, M&F and two other creditors filed an involuntary
Chapter 7 petition (Bankr. S.D. Miss. Case No. 09-02747) against
Fish & Fisher.  An order for relief was entered on Sept. 23, 2009.
At the behest of Fish & Fisher, the Court converted the case to a
Chapter 11 case on March 2, 2010.

M&F initiated the adversary action on March 9, 2011, by filing a
Complaint for Declaratory Judgment to Determine Extent, Validity
and Priority of Liens and for other Relief.  A few weeks later, on
March 25, 2011, M&F amended the First Complaint to reflect the
dismissal of certain parties, to add Coxwell as defendant, and to
provide a fuller factual bases for its claims.  On Aug. 30, 2011,
M&F filed itsSecond Amended Complaint.

In addition to Coxwell, the Second Amended Complaint names as
defendants numerous creditors of Fish & Fisher who allegedly
received part of the arbitration award.  As to Coxwell, M&F claims
that (1) Coxwell "negligently exercised control over the entire
amount of the arbitration award"; (2) a constructive trust was
imposed upon the arbitration proceeds for the benefit of M&F; (3)
Coxwell violated the constructive trust; and (4) Coxwell is liable
to M&F for all sums owed M&F by Fish & Fisher.

A copy of the Court's March 25, 2012 Memorandum Opinion and Order
is available at http://is.gd/Zcz6VCfrom Leagle.com.


FLINN SPRINGS: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Flinn Springs Owners Association, Inc.
        14595 Olde Highway 80
        El Cajon, CA 92021

Bankruptcy Case No.: 12-04090

Chapter 11 Petition Date: March 26, 2012

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Michael T. O'Halloran, Esq.
                  LAW OFFICE OF MICHAEL T. O'HALLORAN
                  1010 Second Avenue, Suite 1727
                  San Diego, CA 92101
                  Tel: (619) 233-1727
                  Fax: (619) 233-6526
                  E-mail: mto@debtsd.com

Scheduled Assets: $2,397,739

Scheduled Liabilities: $2,020,425

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb12-04090.pdf

The petition was signed by C. Humpherys, president.


FNBH BANCORP: Has Restated Net Loss of $2.92-Mil. in June 30 Qtr.
-----------------------------------------------------------------
FNBH Bancorp, Inc., filed on March 23, 2012, Amendment No. 2 to
its quarterly report on Form 10-Q for the period ended June 30,
2011, to amend and restate the Corporation's unaudited
consolidated financial statements and other information as of and
for the three and six months ended June 30, 2011.

In January 2012 and subsequent to the filing of the Corporation's
quarterly report on Form 10-Q, after consultation with its
regulatory examiners, the Corporation's wholly-owned bank
subsidiary, First National Bank in Howell, determined to restate
its June and September 2011 Call Reports to reflect an additional
$3.0 million provision expense in the allowance for loan losses,
recognize an additional $2.6 million of loan charge offs, and
record the transfer of a $950,000 loan to other real estate owned,
effective June 30, 2011, based on findings from an examination
initiated in June 2011.  The related loan charge offs and transfer
to other real estate were originally recognized by the Bank during
the quarter ended Sept. 30, 2011.  The Corporation's previously
issued consolidated financial statements included in the Form 10-Q
for the quarter ended June 30, 2011, as originally filed with the
SEC, should no longer be relied upon.

The Company reported a restated net loss of $2.92 million on
$2.89 million of net interest income for the three months ended
June 30, 2011, compared with a net loss of $915,345 on
$2.90 million of net interest income for the same period of 2010.

For the six months ended June 30, 2011, the Company had a restated
net loss $3.14 million on $5.67 million of net interest income,
compared with a net loss of $1.53 million on $5.93 million of net
interest income for the same period of 2010.

The Company's restated balance sheet at June 30, 2011, showed
$290.53 million in total assets, $283.13 million in total
liabilities, and stockholders' equity of $7.40 million.

Since June 30, 2009, the Bank has been undercapitalized by
regulatory standards.  Effective Sept. 24, 2009, the Bank has been
subject to the terms of a Consent Order agreement with the Office
of the Comptroller of the Currency.  Pursuant to the Consent
Order, the Bank was required to achieve and maintain total capital
equal to 11% of risk weighted assets and Tier 1 capital equal to
at least 8.5% of adjusted total assets by Jan. 22, 2010.  To date,
the Bank has failed to meet these required minimum ratios and is
currently out of compliance with these required minimum capital
ratios as well as other requirements of the Consent Order. In
light of the Bank's noncompliance with the Consent Order,
continued losses, deficient capital position and the uncertainty
regarding the ability to raise additional equity capital,
management believes it is reasonable to anticipate that further
regulatory oversight or enforcement action may be taken by the
OCC.

A complete text of the Form 10-Q/A is available for free at

                       http://is.gd/ZrWTID

FNBH Bancorp, Inc., a Michigan business corporation, is a one bank
holding company which owns all of the outstanding capital stock of
First National Bank in Howell and all of the outstanding stock of
HB Realty Co., a subsidiary.  The Bank serves primarily five
communities, Howell, Brighton, Green Oak Township, Hartland, and
Fowlerville, all of which are located in Livingston County.


FNBH BANCORP: Has $3.57-Mil. Restated Loss in 9-Mos. Ended Sept 30
------------------------------------------------------------------
FNBH Bancorp, Inc., filed on March 23, 2012, Amendment No. 1 to
its quarterly report on Form 10-Q for the period ended Sept. 30,
2011, to amend and restate the Corporation's unaudited
consolidated financial statements and other information as of and
for the three and nine months ended Sept. 30, 2011, to reflect the
cumulative effect of adjustments made to the provision and
allowance for loan losses and the timing of certain loan charge
offs and loan transfers to other real estate owned, which required
restatement of the Corporation's quarterly report on Form 10-Q for
the period ended June 30, 2011.

In January 2012 and subsequent to the Dec. 2, 2011, filing of the
Company's quarterly report on Form 10-Q for the period ended Sept.
30, 2011, after consultation with its regulatory examiners, the
Corporation's wholly-owned bank subsidiary, First National Bank in
Howell, determined to restate its June and September 2011 Call
Reports to reflect an additional $3.0 million provision expense in
the allowance for loan losses, recognize an additional $2.6
million of loan charge offs, and record the transfer of a $950,000
loan to other real estate owned, effective June 30, 2011, based on
findings from an examination initiated in June 2011.  The related
loan charge offs and transfer to other real estate were originally
recognized by the Bank during the quarter ended Sept. 30, 2011.
The Company's previously issued consolidated financial statements
included in the Form 10-Q for the quarter ended Sept. 30, 2011, as
originally filed with the SEC, should no longer be relied upon.

The Company reported a net loss of $427,681 on $2.73 million of
net interest income for the three months ended Sept. 30, 2011,
compared with a net loss of $681,759 on $2.86 million of net
interest income for the same period of 2010.

For the nine months ended Sept. 30, 2011, the Company had a
restated net loss of $3.57 million on $8.40 million of net
interest income, compared with a net loss of $2.22 million on
$8.79 million of net interest income for the same period of 2010.

The Company's restated balance sheet at Sept. 30, 2011, showed
$296.18 million in total assets, $289.10 million in total
liabilities, and stockholders' equity of $7.08 million.

Since June 30, 2009, the Bank has been undercapitalized by
regulatory standards.  Effective Sept. 24, 2009, the Bank has been
subject to the terms of a Consent Order agreement with the Office
of the Comptroller of the Currency.  Pursuant to the Consent
Order, the Bank was required to achieve and maintain total capital
equal to 11% of risk weighted assets and Tier 1 capital equal to
at least 8.5% of adjusted total assets by Jan. 22, 2010.  To date,
the Bank has failed to meet these required minimum ratios and is
currently out of compliance with these required minimum capital
ratios as well as other requirements of the Consent Order. In
light of the Bank's noncompliance with the Consent Order,
continued losses, deficient capital position and the uncertainty
regarding the ability to raise additional equity capital,
management believes it is reasonable to anticipate that further
regulatory oversight or enforcement action may be taken by the
OCC.

A complete text of the Form 10-Q/A is available for free at

                       http://is.gd/IxGS3P

FNBH Bancorp, Inc., a Michigan business corporation, is a one bank
holding company which owns all of the outstanding capital stock of
First National Bank in Howell and all of the outstanding stock of
HB Realty Co., a subsidiary.  The Bank serves primarily five
communities, Howell, Brighton, Green Oak Township, Hartland, and
Fowlerville, all of which are located in Livingston County.




FOSTER WHEELER: Moody's Withdraws 'Ba1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service upgraded Foster Wheeler LLC to Baa3.
Accordingly, Moody's withdrew FW's Ba1 Corporate Family and Ba1
Probability of Default ratings, as these ratings are not assigned
to investment grade issuers. FW's bank facility rating was lowered
to Baa3 from Baa2 as Moody's expects the rating upgrade will
trigger the automatic release of the liens securing the related
obligation. The company's rating outlook has been changed to
stable from positive.

"The ratings upgrade reflects Foster Wheeler's demonstrated
ability to profitably bid and execute on key projects through
prolonged cyclical pressures while maintaining its key credit
metrics at levels consistent with an investment grade rating",
said Darren Kirk, a vice president with Moody's.

Ratings Rationale

FW's Baa3 rating primarily incorporates the company's conservative
approach to taking on construction risk coupled with its strong
project execution, global diversity and significant financial
flexibility gauged by its minimal debt, strong liquidity and
ability to consistently generate positive free cash flow. The
concentration of FW's activities in highly volatile and intensely
competitive end-markets, uncertainty of the industry recovery that
is starting to show, the relatively modest size of the company's
earnings base, possible pressures on coal-based boilers, and
acquisition risk also influence the rating.

The stable outlook reflects Moody's view that FW's operating
results will begin to trend higher over the next 12 to 18 months,
but that the company's cyclical exposure and potential for share
repurchases and/or acquisition activity will prohibit further
upwards rating movement near term.

FW's rating could be upgraded over the longer term should its
adjusted EBITA be sustained above $500 million, adjusted Debt/
EBITDA remain below 1.5x and FFO/ Debt above 60%. The rating could
be revised downward in the event FW were to pursue a large
acquisition or share repurchases which resulted in Debt/ EBITDA
sustained above 2.5x and FFO/ Debt below 30%.

The principal methodology used in rating Foster Wheeler was the
Global Construction Industry Methodology published in November
2010.

Foster Wheeler LLC, owned by Foster Wheeler AG of Zug Switzerland,
is a leading international engineering, construction and project
management contractor and power equipment supplier. Consolidated
operating revenue for 2011 was approximately $4.5 billion.


FRANCISCAN COMMUNITIES: Sets Orion-Led Auction for April 17
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Franciscan Communities St. Mary of the Woods Inc.
will hold an auction on April 17 to learn whether anyone will pay
more than $15 million cash for the facility.  The bankruptcy judge
in Cleveland approved sale procedures on March 25. Other bids are
due April 13.  A hearing to approve the sale is scheduled for
April 17.  The buyer already under contract is Orion Properties
Eleven LLC.

                   About Franciscan Communities

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

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

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

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

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

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


FULLER BRUSH: Loan From Victory Park Is Approved by Court
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that The Fuller Brush Co. secured final approval from the
bankruptcy court on March 23 to borrow $5 million from an
affiliate of Victory Park Capital Advisors LLC, the secured
lender owed $22.7 million. Victory Park plans to buy the
business in exchange for debt.

According to the report, the company also was given the court's
blessing for Lawrence R. Perkins to serve as chief restructuring
officer and his firm, Conway MacKenzie Management Services LLC, to
provide restructuring and advisory management services.

                  About The Fuller Brush Company

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

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

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

Herrick Feinstein LP is the bankruptcy counsel.

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

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.


FUTTER LUMBER: Dist. Court Rejects Insiders' Interlocutory Appeal
-----------------------------------------------------------------
District Judge Arthur D. Spatt denied the request of Bernice
Futter, Ileana Futter, James Futter, David Korkham and Lyn Gaylord
for leave to file an interlocutory appeal from a decision of the
Bankruptcy Court (Dorothy D.T. Eisenberg, J.), denying their
motion to dismiss an adversary proceeding commenced by Todd E.
Duffy, as trustee for the Futter Lumber Corporation Liquidation
Trust.

On May 9, 2011, the Trustee commenced an adversary proceeding
against Bernice Futter et al., in their capacity as "insiders" of
the Debtor under the Bankruptcy Code.   The Trustee sought a money
judgment under the Bankruptcy Code and New York Debtor and
Creditor Law for damages resulting from, or relating to, certain
alleged preferential transfers in the aggregate sum of $355,977
and fraudulent conveyances in the aggregate sum of $745,365 from
the Debtor to or for the benefit of Bernice Futter et al.  In
addition, the Trustee sought to (a) disallow any claims made by
Bernice Futter et al. against the Debtor's bankruptcy estate under
11 U.S.C. Sec. 502 until they paid the Trustee the amount of the
alleged transfers; (b) subordinate their claims; and (c) re-
characterize their claims as equity.

The case before the District Court is, Bernice Futter, Ileana
Futter, James Futter, David Korkham and Lyn Gaylord, Petitioners,
v. Todd E. Duffy, Trustee for The Futter Lumber Corporation
Liquidation Trust, Respondent, No. 11-MC-838 (E.D.N.Y.).  A copy
of the District Court's March 24, 2012 Memorandum of Decision and
Order is available at http://is.gd/uDvNlafrom Leagle.com.

Futter Lumber Corporation was a lumber wholesaler and distributor.
The corporation was privately held and owned by Bernard Futter;
Bernice Futter, his wife; Bernard Futter as Trustee f/b/o the
Bernard Futter Trust; and Kenneth Futter as Trustee of the Ileana
Futter Trust, the David Futter Trust, and the James Futter Trust.
On May 8, 2009, an involuntary petition was filed under Chapter 7
of the Bankruptcy Code against the Debtor in the Bankruptcy Court.
It was subsequently converted to one under Chapter 11 on June 11,
2009.

The Debtor had three non-debtor affiliates -- Futter Trading LLC,
Futter West LLC, and Global Wood LLC.  The ownership interests in
the Affiliates were held by Bernard Futter and his children, David
Futter, James Futter, and Ileana Futter.  The Affiliates owed the
Debtor roughly $4.5 million in receivables related to services and
financial accommodations.  After winding down the businesses, the
Affiliates held roughly $1.3 million, which was turned over by the
Affiliates to the Debtor to help fund the Debtor's liquidating
Chapter 11 reorganization plan.

On June 9, 2010, the Debtor's Plan was confirmed by the Bankruptcy
Court.  The Plan provides specific releases to Bernard Futter and
Kenneth Futter.  As part of the consideration for the specific
releases given in favor of these two individuals, the general
unsecured claim of Bernard Futter was reduced by $114,300 and
allowed in the amount of $1,418,695, and the general unsecured
claim of Kenneth Futter was reduced by $35,700 and allowed in the
amount of $444,300.

Pursuant to the confirmed Plan, a liquidation trust was
established with Mr. Duffy as Liquidation Trustee.


GENERAL MARITIME: Reaches Plan Deal With Unsecured Creditors
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that General Maritime Corp. has resolved objections by the
Official Committee of Unsecured Creditors and holders of senior
unsecured notes to the proposed Chapter 11 plan.  The Debtor, as a
result, will seek approval of a "consensual" plan at a hearing on
May 3.

According to the report, the Committee agreed to withdraw claims
that the plan is "patently unconfirmable" after the Debtor agreed
to submit a revised plan that would sweeten the pot for unsecured
creditors and noteholders.  After the changes, unsecured creditors
estimated to have claims totaling $327.5 million and holders of
$300 million in unsecured notes will see their recovery elevated
from a maximum 1.88% to 5.41%.  Unsecured creditors' enhanced
recovery will come from $6 million in cash, 2% of the reorganized
company's stock, and warrants for 3% more of the stock.  A hearing
is scheduled in bankruptcy court on April 2 for approval of the
plan-support agreement.

The report relates that to accommodate notices required for the
revised plan, the deadline for voting is being pushed out from
April 10 to April 25, and the confirmation hearing reset from
April 6 to May 3.

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

Papers recently filed in court indicate that the rights offering
allowing unsecured creditors to purchase stock is being dropped
from the plan, because there was disagreement over the value of
the rights and noteholders didn't show a "strong interest" in
participating.

                       About General Maritime

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

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

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

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

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

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

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

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


GETTY IMAGES: Moody's Affirms 'Ba3' Rating on Sr. Sec. Term Loan
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3, LGD3 -- 32% rating
assigned to Getty Images, Inc.'s incremental senior secured term
loan that was upsized to $350 million from $275 million. Proceeds
from the new debt facility along with more than $100 million of
balance sheet cash will be used to fund a special dividend of
approximately $455 million. Moody's also affirmed the Ba3
Corporate Family Rating (CFR), B1 Probability-of-Default Rating
(PDR), and the Ba3, LGD3 -- 32% ratings each on the existing 1st
lien senior secured revolver due 2015 and the existing 1st lien
senior secured term loan B due 2016. The outlook remains stable.

The following ratings were Affirmed:

Issuer: Getty Images, Inc.

Corporate Family Rating: Affirmed Ba3

Probability of Default Rating: Affirmed B1

    NEW Incremental $350 Million 1st Lien Senior Secured Term
    Loan due November 2015: Affirmed Ba3, LGD3 -- 32%

    $100 Million 1st Lien Senior Secured Revolver due November
    2015: Affirmed Ba3, LGD3 -- 32%

    Existing 1st Lien Senior Secured Term Loan B due November
    2016 ($1,245 million outstanding): Affirmed Ba3, LGD3 -- 32%

Outlook remains Stable.

Ratings Rationale

The Ba3 corporate family rating incorporates the increase in debt
balances by $350 million to partially fund its planned dividend.
The upsized deal increases total leverage to 4.4x (including
Moody's standard adjustments) which is within the 4.5x threshold
for the current CFR rating, although with less cushion to maintain
existing ratings. The upsized incremental term loan continues to
result in 10.5% free cash flow-to-debt ratios for FY2012 falling
from 13.5% in FY2011. Expected reduction in cash balances of more
than $100 million will reduce liquidity. Moody's notes that in the
absence of acquisitions or distributions, debt-to-EBITDA ratios
could improve by 0.5x over the next 12 months as free cash flow is
applied to reduce debt balances. Ratings incorporate Moody's
expectations for a mild recession in Europe (the EMEA regions
account for 38% of revenues) and weaker demand for advertising
related imagery products in this region in combination with
continued economic recovery in the U.S. (the Americas account for
51% of revenues). Ratings are constrained by Getty Images' track
record for increasing term loan balances to fund dividends as well
as the potential for debt financed acquisitions. Moody's believes
event risk is high based on the company's shareholder-friendly
financial policies, acquisitive nature, and eventual decision by
Hellman & Friedman to pursue an exit strategy (original LBO closed
in July 2008). Consequently, leverage could rise above current
levels over the rating horizon. Ratings are supported by Getty
Images' leading market position in the stock imagery market,
geographic diversification of its customer base, stable EBITDA
margins, and free cash flow generation.

The company's ratings also consider the mature stage of its
traditional higher quality creative stills business, the
increasing supply of lower priced digital imagery, as well as
potential threats from existing and new competitors or
technologies. Although Getty Images is a leader in its field and
is strong in the higher end segment, Moody's believes barriers to
entry are lower for the price sensitive segments. Increased demand
for the company's lower priced imagery products historically
offset weakness in the traditional segment; however, there are
risks related to the potential for increased competition,
especially in the stock imagery segment. Getty Images' video and
music businesses provide some revenue diversification away from
still photography; however, their combined sales represent less
than 11% of total revenues. Accordingly, Moody's believes it is
important that Getty Images reduce debt balances to increase
financial flexibility to make the necessary investments in its
products and services to retain its leading position in
photography especially in a scenario of increasing competition
globally.

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

Getty Images, Inc. is a leading creator and distributor of still
imagery, video and multimedia products, as well as a recognized
provider of other forms of premium digital content, including
music. The company provides stock images, music, video and other
digital content through several web sites, most notably
gettyimages.com, istockphoto.com, jupiterimages.com, and
thinkstock.com. Getty Images is a portfolio company of Hellman &
Friedman LLC as a result of the 2008 acquisition in a transaction
valued at $2.4 billion. Another major shareholder is a trust
representing certain Getty family members. Revenues totaled
approximately $945 million through the 12 months ended December
2011. The company is headquartered in Seattle, Washington.


GLOBAL CLEAN: Hansen Barnett Raises Going Concern Doubt
-------------------------------------------------------
Global Clean Energy Holdings, Inc., filed its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred significant losses from current operations, used a
substantial amount of cash to maintain its operations and has a
large working capital deficit.

The Company reported a net loss of $779,118 on $1.3 million of
revenues for 2011, compared with a net loss of $2.1 million on
$848,808 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $16.1 million
in total assets, $13.1 million in total liabilities, and
stockholders' equity of $3.0 million.

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

                       http://is.gd/VHd9eM

Long Beach, Calif.-based Global Clean Energy Holdings, Inc., is a
U.S. based multi-national energy agri-business focused on the
development of non-food based bio-fuel feedstocks.




GLOBAL GEOPHYSICAL: S&P Keeps 'B+' Note Rating After $50MM Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that Global Geophysical
Services Inc. is adding $50 million to its existing $200 million
notes due 2017. This brings the new total on the notes to $250
million. The existing 'B+' rating on these notes remains
unchanged. "The recovery rating remains unchanged at '4',
indicating our expectation of average (30%-50%) recovery in a
payment default," S&P said.

"The 'B+' issue rating is the same as the corporate credit rating
on Global Geophysical and incorporates our expectation that the
company will use the proceeds from the proposed add-on notes to
repay a portion of the outstanding debt under its revolving credit
facility," S&P said.

"The ratings on Houston-based Global Geophysical reflect the
company's participation in the very volatile land seismic
acquisition business, its limited size, and extreme cash flow
volatility due to its dependence on the capital budgets of
exploration and production (E&P) companies. The ratings also
incorporate our expectation that E&P companies will continue to
maintain spending in 2012 comparable with 2011 levels and the
company's good backlog of data-acquisition projects. Standard &
Poor's views the seismic industry as very challenging because of
high levels of competition, and revenue and earnings volatility,"
S&P said.

"We categorize Global's business profile as 'weak'. Our assessment
primarily reflects Global's relatively small revenue base and the
highly cyclical nature of the seismic industry, as companies defer
or cancel projects during weaker periods. Global competes with
larger, better-capitalized industry participants, including
WesternGeco (A) Pty. Ltd. and CGG Veritas Services Holding (U.S.)
Inc. However, during weak industry conditions in 2009 and 2010,
Global did not exhibit the sharp decline in EBITDA and margins
that U.S. land seismic companies historically experience,
partly because the company has expanded internationally. With
interest in international proprietary data acquisitions picking
up, we expect Global's margins to remain strong," S&P said.

RATINGS LIST
Global Geophysical Services Inc.
Corporate credit rating                         B+/Stable/--
$250 million senior unsecured notes due 2017    B+
  Recovery rating                                4


GOODYEAR TIRE: Moody's Rates $1.2-Bil. Sr. Sec. Term Loan 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to The Goodyear
Tire & Rubber Company's new $1.2 billion senior secured term loan.
The new senior secured term loan along with a new unrated $2
billion senior secured revolving credit facility will be used to
replace Goodyear's existing revolving credit and term loan
facilities and extend the capital structure maturity profile. In a
related action Moody's affirmed Goodyear's Corporate Family Rating
at Ba3 and other ratings as detailed below. The rating outlook
remains stable.

Ratings assigned:

The Goodyear Tire & Rubber Company

$1.2 billion second lien term loan due 2019, Ba1 (LGD-2, 16%);

Ratings affirmed:

The Goodyear Tire & Rubber Company

Corporate Family Rating, Ba3;

Probability of Default Rating, Ba3;

SGL-2, Speculative Grade Liquidity Rating;

$1.5 billion first lien revolving credit facility due 2013, Baa3
(LGD-1, 5%) -- this rating will be withdrawn upon replacement;

$1.2 billion second lien term loan due 2014, Ba1 (LGD-2, 16%) --
this rating will be withdrawn up repayment;

8.75% senior unsecured guaranteed notes due 2020, B1 (LGD-4,
66%);

8.25% senior unsecured guaranteed notes due 2020, B1 (LGD-4,
66%);

7.0% senior unsecured guaranteed notes due 2022, B1 (LGD-4,
66%);

7.0% senior unsecured unguaranteed notes due 2028, B2 (LGD-6,
96%);

(P)B1, guaranteed senior unsecured shelf.

Goodyear Dunlop Tires Europe B.V.:

Baa3 (LGD-1, 6%), EUR400 million of first lien revolving credit
facilities due April 2016;

Ba2 (LGD-2, 27%), EUR250 million of senior unsecured notes due
April 2019.

Ratings Rationale

The affirmation of Goodyear's Ba3 Corporate Family Rating and
stable outlook continues to reflect the company's efforts to
improve its business profile by selling a greater share of higher
value added tires in its product mix, pursuing market pricing
initiatives consistent with its higher value added product line,
and delivering on cost saving initiatives.

The new bank credit facilities will be used to replace Goodyear's
existing $1.5 billion revolving credit and $1.2 billion term loan
facilities. The terms and conditions for the new bank credit
facilities will be substantially similar to the existing bank
credit facilities.

The principal methodology used in rating The Goodyear Tire &
Rubber Company was the Global Automotive Supplier Industry
Methodology published in January 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

The Goodyear Tire & Rubber Company, based in Akron, OH, is one of
the world's largest tire companies with 53 manufacturing
facilities in 22 countries around the world. Revenues in 2011 were
approximately $22.8 billion.


GRUBB & ELLIS: BGC Has Court Approval to Buy Brokerage
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Martin Glenn in New York handed
down a 23-page opinion authorizing the sale of Grubb & Ellis Co.'s
assets and business to BGC Partners Inc.  Approval of the sale was
simplified when BGC settled with unsecured creditors by increasing
their recovery.  Judge Glenn also approved the settlement on
March 27.

Mr. Rochelle also reports that before the day was out, several
brokers filed an appeal.  To stop completion of the acquisition,
the brokers must persuade a court to impose a stay pending appeal.

The report notes that although there were originally more than 700
objections to the sale, most were resolved or put off until later.
Judge Glenn was able to approve the sale by overruling the
remaining objections, mostly from brokers.

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.

In addition, BGC, according to Mr. Rochelle, will pay $16 million
in cash because the sale was approved by the March 27 deadline.
Otherwise, the cash component would have been $14 million.

According to the Bloomberg report, Martin Bunin, a creditors'
committee lawyer from Alston & Bird LLP, said in an e-mailed
statement that the cash will permit confirmation of a liquidating
Chapter 11 plan that will make "a modest distribution to unsecured
creditors and provide an opportunity for additional recoveries."

Judge Glenn, the report relates, turned down an objection to the
sale lodged by a creditor contending that lawsuits against company
managers shouldn't be sold to BGC.  The judge said that the sale
is structured so some lawsuit recoveries could go to creditors if
claims and suits bring in more than $20 million.  The judge also
disagreed with brokers' arguments that sales commissions were in a
constructive trust.  He rejected other arguments that brokers had
a lien on commissions.

A copy of Judge Glenn's March 27, 2012 Memorandum Opinion is
available at http://is.gd/HWo0wsfrom Leagle.com.

                         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.

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


GRUBB & ELLIS: Brokers Want Sale Term on Commissions Clarified
--------------------------------------------------------------
Brokers Vincent Carrega, Neil Helman, Jon Epstein, Charles
Kingsley, Yoav Oelsner, Jason Meister, Michael Gottlieb, Howard
Grufferman and Martin Cottingham filed with the U.S. Bankruptcy
Court for the Southern District of New York their limited
objection to Grubb & Ellis Company, et al.'s sale motion.

As reported in the Troubled Company Reporter on March 26, 2012,
with no competing bids filed, an auction for the assets of the
Debtors was canceled, leaving stalking horse BGC Partners Inc.,
the only buyer standing.

The Brokers sought to clarify that the Brokers' Commissions will
not be inadvertently and unjustly transferred to the purchaser in
connection with the sale and, unless the order approving the sale
is modified, they object to the sale to the extent the Debtors are
seeking to sell the Debtors' assets free and clear of Brokers'
Constructive Trust Claims, which must be expressly preserved
either against the Debtors' estates or the purchaser under
any proposed order approving the Sale.

In a separate filing, the Official Committee of Unsecured
Creditors in the Debtors' cases consented to the sale of
substantially all of the Debtors' assets to BGC Partners, Inc.,
subject to the terms of that certain stipulation and settlement
among the Debtors, the Creditors' Committee and BGC Partners, Inc.

                        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.


HANDY & HARMAN: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a first-time Corporate Family
Rating of B2 and Probability of Default Rating of B2 to Handy &
Harman Ltd. In a related rating action, Moody's also assigned a B3
rating to the proposed $200 million Senior Secured Term Loan due
2018, which will be issued by Handy & Harman Group Ltd., a wholly-
owned and direct subsidiary of Handy & Harman Ltd. (collectively
"HNH"). Proceeds from the term loan will be used to simplify the
company's debt capital structure by refinancing about $155 million
of existing indebtedness, adding about $30 million to balance
sheet cash, and using the remaining balance for related debt
premiums, fees and other expenses. Moody's also assigned a
speculative grade liquidity assessment of SGL-3. The rating
outlook is stable.

The following rating actions were taken:

Handy & Harman Ltd. :

Corporate family rating assigned B2;

Probability of default rating assigned B2; and,

A speculative grade liquidity assessment of SGL-3 assigned.

Handy & Harman Group Ltd.:

Senior Secured Tem Loan due 2018 assigned B3 (LGD4, 58%).

Ratings Rationale

The B2 Corporate Family Rating reflects HNH's high debt leverage
characteristics. Its debt-to-EBITDA was 5.1x and debt-to-book
capitalization was about 87% at FYE11 (all ratios incorporate
Moody's standard adjustments). Additionally, the company has
significant negative tangible net worth. The rating also considers
the company's volatile earnings due to the cyclicality of its end
markets and its strategy of growth through acquisitions. The
company may use excess cash on hand and revolver availability to
fund future acquisitions, potentially reducing liquidity and
introducing various integration risks.

The rating is supported by HNH's strategy of investing in diverse
niche markets, that sell into a myriad of end markets (no customer
accounts for more than 5% of consolidated revenues) and offsets
the cyclical downturns in any specific business segment. HNH
consistently generates solid operating margins (adjusted EBITA
margin of 8.6% for 2011) as it realizes the benefits from its
ongoing cost reduction programs by improving its manufacturing and
operational effectiveness. No near-term maturities and sufficient
availability (on a pro forma basis) under its revolving credit
facility give HNH financial flexibility to contend with potential
acquisitions and economic uncertainties.

The SGL-3 speculative grade liquidity assessment reflects Moody's
view that the company will maintain an adequate liquidity profile
over the next twelve months. Upon completion of the company's debt
refinancing, pro forma availability under the company's revolver
will near $90 million, which should be sufficient to meet any
potential shortfall in operating cash flows and cover working
capital needs and capital expenditure requirements.

The stable rating outlook reflects Moody's expectation that HNH
will generate better operating profits, improving debt leverage
ratios to levels that are more appropriate for the rating
category. Its liquidity profile, characterized by expectations of
sizeable pro forma availability under the revolving credit
facility and the absence of near-term maturities give the company
financial flexibility to contend with ongoing uncertainties in its
end markets.

The corporate family rating and probability of default rating are
assigned to Handy & Harman Ltd., the parent holding company of
Handy & Harman Group Ltd. and subsidiaries, since it will be the
entity issuing the financial statements. Handy & Harman Group Ltd.
will be the primary obligor of the proposed term loan, but will
not receive a parental guarantee from Handy & Harman Ltd. The B3
rating assigned to the proposed $200 million Senior Secured Term
Loan due 2018, one notch below the corporate family rating,
results from its position as structurally subordinated to the
company's asset-based revolving credit facility, which has a
priority claim on HNH's most liquid assets.

Moody's does not anticipate favorable rating action over the
intermediate term until the company improves its debt leverage
credit metrics. HNH needs to demonstrate its ability to generate
better levels of earnings and free cash flow, resulting in
improved credit metrics. Over the longer term, debt-to-EBITDA
trending towards 4.0 times and EBITA-to-interest expense sustained
above 4.0 times (all ratios incorporate Moody's standard
adjustments), while maintaining a solid liquidity profile, could
result in positive rating actions.

Factors that could result in a downgrade of the ratings include
operating performance below expectations or erosion in the
company's financial performance due to an unexpected decline in
HNH's end markets. EBITA-to-interest expense trending towards 2.0
times, debt-to-EBITDA nearing 6.0 times (incorporating Moody's
standard adjustments), or a deteriorating liquidity profile may
result in negative rating pressures.

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

Handy & Harman Ltd., located in White Plains, NY, is a diversified
manufacturing company whose business units focus on niche markets,
encompassing the following segments: Engineered Materials,
Precious Metal, Arlon Electronic Materials, Tubing, and Kasco
Blades and Route Repair Services. The company sells into diverse
end markets including commercial and residential construction and
appliances, as well as the energy sector. It operates mainly in
North America. Steel Partners Holdings L.P. through its affiliated
funds, is the majority owner of HNH. Revenues for the twelve
months through December 31, 2011 totaled about $664 million.


HECKMANN CORP: Moody's Assigns 'B3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has assigned first time credit ratings
to Heckmann Corporation, including a B3 corporate family rating.
The rating outlook is stable. The B3 corporate family rating
incorporates high financial leverage, small size and a range of
risks stemming from Heckmann's plan to rapidly grow within the
water supply/wastewater services niche of the U.S. shale drilling
sector. The rating also considers a more predictable earnings and
cash flow base from Heckmann's pending acquisition of Thermo
Fluids, Inc. ("TFI"), a used oil collection and processing
business. Notes proceeds, along with approximately $97 million of
total equity issuance, will go toward funding the TFI acquisition
and the re-financing of Heckmann's existing debts.

Ratings are:

Corporate family, B3

Probability of default, B3

$250 million senior unsecured notes gtd due 2018, Caa1, LGD 4,
65%

Speculative grade liquidity, SGL-3

Rating outlook is Stable

Ratings Rationale

Elevated leverage against Heckmann's plan to execute a roll-up
strategy of an emerging energy services and specialized waste
niche drive the rating. On a Moody's adjusted basis, pro forma for
the pending TFI acquisition, 2011 debt to EBITDA, is about 5x
which is high for the waste sector. Following the acquisition of
TFI, 58% of the company's revenue base will stem from its Heckmann
Water Resources (HWR) segment, which has rapidly developed to meet
water supply and wastewater disposal demands of U.S. hydraulic
fracturing drillers. Evolution of environmental regulations
surrounding hydraulic fracturing, as well as drilling technology
developments, could change the niche in unpredictable ways,
altering Heckmann's revenue and margin potential. Further, rig
counts within individual shale formations -- which drive water
services demand -- vary with energy spot market price changes,
making asset utilization subject to high variability. The
company's early entry in some shale regions, such as with its
Haynesville wastewater pipeline investment, could prove valuable,
and have helped build some market presence. However, larger,
better capitalized environmental services players could ultimately
enter. Successful execution will depend on integration of future
acquisitions, effective management of both a rapidly growing
transportation network and the often high environmental
liabilities inherent to the waste business. Visibility into
Heckman's efficiencies thus far is complicated by the company's
short operating history and its 2011 operating loss.

The rating favorably considers the management team's past
successes at executing industry roll-up strategies and Moody's
thinks that demand for water supply/wastewater services in U.S.
shale regions should remain reasonably steady over at least the
next couple of years. Steady demand could drive substantial
revenue and earnings growth which could minimize dependence on
debt for growth funding and thereby improve credit metrics.

The planned acquisition of TFI (which will represent 42% of 2011
pro forma revenues), will add revenue diversity and a more
established earnings/cash flow base. Execution risk related to the
TFI acquisition seems low because only a modest degree of systems
integration is planned between HWR and TFI. TFI's existing
management team will stay on to manage the business as a separate
reporting segment of Heckmann. TFI's recent performance has been
helped by high diesel prices which raise demand for reprocessed
fuel oil (RFO), a substitute product made from used oil. Although
used oil collection/processing earnings could decline with changes
in oil spot market prices, most of TFI's contracts tie what it
pays for used oil with oil spot market prices, which should permit
margin spread and performance consistency. Near-term, TFI's
earnings should remain on par with the favorable 2011 level.

The rating outlook is stable, reflecting an adequate liquidity
profile which should give the company enough financial flexibility
to execute its operational ramp up and high near-term capital
spending plans. Liquidity profile adequacy stems from a planned
$150 million, five-year revolving credit facility (unrated), that
will be undrawn at transaction close. Good size of the facility
versus the company's upcoming capital spending plans and a lack of
near-term scheduled debt maturities supports the profile.
Financial ratio covenant headroom of the revolver may be limited
at the onset which could limit revolver access until earnings
expand. To date, Heckmann has used equity to supplement debt
funding of acquisitions. If continued, this practice could help
keep leverage from rising and supports outlook stability. The
outlook does not assume material future costs from pending
shareholder lawsuits or from past financial reporting issues.

Upward rating momentum would develop with an expectation of debt
to EBITDA in the low 4x range, EBIT to interest above 1.5x and
free cash flow to debt of 5% or higher. Downward rating pressure
would mount with debt to EBITDA above 6x, EBIT to interest below
1.0x, or a weakening liquidity profile.

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

Heckmann Corporation provides water services for shale oil and gas
exploration, including water disposal, trucking, fluids handling,
treatment and pipeline transport facilities, and water
infrastructure services for oil and gas exploration and production
companies. Following the acquisition of TFI, the company will also
provide collection and recycling services for waste products,
including used motor oil, wastewater, spent antifreeze, used oil
filters and parts washers. Revenues in 2011, pro forma for the
business combination, were about $270 million.


HORIZON PHARMA: PricewaterhouseCoopers Raises Going Concern Doubt
-----------------------------------------------------------------
Horizon Pharma, Inc., formerly Horizon Therapeutics, Inc., filed
on March 23, 2012, its annual report on Form 10-K for the fiscal
year ended Dec. 31, 2011.

PricewaterhouseCoopers LLP, in Chicago, Illinois, expressed
substantial doubt about Horizon Pharma's ability to continue as a
going concern.  The independent auditors noted that the Company
has a limited commercial operating history and may not be able to
comply with certain debt covenants.

The Company reported a net loss of $113.3 million on $6.9 million
on net sales for 2011, compared with a net loss of $27.1 million
on $2.4 million of net sales for 2010.

Results for 2011 included an intangible impairment charge of
$69.6 million related to an impairment of In-Process Research and
Development (IPR&D) as of Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2011, showed
$101.1 million in total assets, $55.2 million in total
liabilities, and stockholders' equity of $45.9 million.

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

                       http://is.gd/Z6fjaA

Horizon Pharma, Inc., headquartered in Deerfield, Illinois, is a
biopharmaceutical company that is developing and commercializing
innovative medicines to target unmet therapeutic needs in
arthritis, pain and inflammatory diseases.


HOWREY LLP: Trustee Mulls Claims Against Dissolution Committee
--------------------------------------------------------------
Sara Randazzo, writing for The AmLaw Daily, reports that Howrey
bankruptcy trustee Allan Diamond, Esq., at Diamond McCarthy, is
taking a hard look at the work performed by a committee of former
Howrey partners responsible for winding down the firm's affairs in
the wake of its collapse.  Mr. Diamond, who was appointed to the
trustee's post in the Chapter 11 proceedings about six months ago,
is seriously weighing whether to bring adversary claims against
the Howrey dissolution committee and its five members, filings
show.

The AmLaw Daily relates that a fee request filed with the
bankruptcy court on March 22 states that attorneys with Mr.
Diamond's Texas-based firm Diamond McCarthy have conducted an
"extensive review" of former dissolution committee member Robert
Green's e-mails related to work winding down Howrey "to
investigate whether the estate has claims against members of the
Dissolution Committee," scoured the committee's invoices, and met
several times to discuss initiating litigation.

The AmLaw Daily also relates Diamond McCarthy partner J. Benjamin
King, Esq. -- bking@diamondmccarthy.com -- who is among those
working on the Howrey case, confirmed Monday that the trustee's
team is exploring the possibility of suing dissolution committee
members.  Mr. King characterized discussions on the subject as
"very preliminary" and said he "can't really speak to them or say
anything" at the moment.

                          About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June at the request of the firm.  In its schedules filed
in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


IMAGINE FULFILLMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Imagine Fulfillment Services, LLC
        20100 S. Vermont Avenue
        Torrance, CA 90502

Bankruptcy Case No.: 12-20544

Chapter 11 Petition Date: March 25, 2012

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

Judge: Julia W. Brand

Debtor's Counsel: Aram Ordubegian, Esq.
                  ARENT FOX LLP
                  555 W 5th St 48th Fl
                  Los Angeles, CA 90013-1065
                  Tel: (213) 629-7410
                  Fax: (213) 629-7401
                  E-mail: ordubegian.aram@arentfox.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/cacb12-20544.pdf

The petition was signed by Andy Arvidson, managing member.


JODENE PUFF: Court Says Bankruptcy Plan Not Feasible
----------------------------------------------------
Chief Bankruptcy Judge Thad J. Collins declined to approve Jodene
Audrey Puff's Third Amended Chapter 11 Plan of Reorganization
filed on July 11, 2011.  Several secured creditors objected to the
Plan.  They made a variety of arguments against confirmation,
including lack of feasibility.  The creditors include Wells Fargo
Financial Leasing, JP Morgan Chase Bank, N.A., and Farmers Savings
Bank Colesburg.

The Court agrees with the creditors and finds that the Debtor's
Plan is not feasible.  The Court noted the marginal monthly budget
surplus presented in the Plan and the Debtor's past history.  The
Court directed the Debtor to file a Fourth Amended Plan within 60
days of the Order.  A copy of the Court's March 23, 2012 Order is
available at http://is.gd/E6NGhtfrom Leagle.com.

The Plan proposes to pay creditors from cash-on-hand, operating
income, and future income. The Plan includes four classes of
secured claims and two classes of unsecured claims. It provides
for full payment of administrative expenses, priority tax claims,
and United States Trustee fees.

The Plan proposes to significantly reduce the secured portion of
the secured creditor claims by using property valuations
significantly lower than those proposed by the creditors. The Plan
provides for payment in full of reduced secured claims, over the
course of 30 years at 4.25% interest. Each secured claim is its
own class under the Plan. All unsecured claimants -- including
those formerly fully secured claimants that would have a large
unsecured claim under the Plan valuations -- will be paid
approximately 1% of their claims, without interest, in semi-annual
payments over five years.  All unsecured claims constitute one
class under the Plan.  Under the Plan, Debtor would remain in
possession of all property of the Estate moving forward.

An amended Disclosure Statement was conditionally approved by the
Bankruptcy Court on July 11, 2011.

                     About Jodene Audrey Puff

Jodene Audrey Puff, in Hazleton, Iowa, filed a Chapter 11 petition
(Bankr. N.D. Iowa Case No. 10-01877) on July 1, 2010.  Robert
Cardell Gainer, Esq. -- gainer@dwx.com -- in Des Moines, serves as
bankruptcy counsel.  According to the Debtor's schedules, assets
total $824,512 while debts total $3,554,817.

Ms. Puff operates a hog confinement facility which includes three
barns that can each house at least 1,300 head of hog.  Ms. Puff
has been engaged in hog confinement facility operations for over
10 years.  She also owns a number of properties which she rents to
third parties.

Ms. Puff filed for Chapter 11 to seek relief as a result of failed
negotiations with her primary lender to restructure outstanding
obligations.  She hoped to negotiate or obtain a Farm Service
Agency loan.  During bankruptcy, certain vehicles have been sold,
but no other significant asset sales have occurred.


LOS ANGELES DODGERS: Guggenheim to Acquire Club for $2 Billion
--------------------------------------------------------------
The Los Angeles Dodgers and Frank McCourt unveiled an agreement
under which Guggenheim Baseball Management LLC will acquire the
Los Angeles Dodgers for $2 billion upon completion of the closing
process.

The purchasing group includes Mark R. Walter, CEO of financial
services firm Guggenheim Partners, as controlling partner; former
National Basketball Association star Earvin "Magic" Johnson;
Mandalay Entertainment CEO Peter Guber; Stan Kasten, the former
president of the Atlanta Braves and Washington Nationals;
Guggenheim Partners president Todd Boehly; and Bobby Patton, who
operates oil and gas properties among his investments.

The Los Angeles Dodgers stated, "This transaction underscores the
Debtors' objective to maximize the value of their estate and to
emerge from Chapter 11 under a successful Plan of Reorganization,
under which all creditors are paid in full."

Frank McCourt stated, "This agreement with Guggenheim reflects
both the strength and future potential of the Los Angeles Dodgers,
and assures that the Dodgers will have new ownership with deep
local roots, which bodes well for the Dodgers, its fans and the
Los Angeles community.  We are delighted that this group will
continue the important work we have started in the community,
fulfilling our commitment to building 50 Dream Fields and helping
with the effort to cure cancer."

Earvin "Magic" Johnson stated, "I am thrilled to be part of the
historic Dodger franchise and intend to build on the fantastic
foundation laid by Frank McCourt as we drive the Dodgers back to
the front page of the sports section in our wonderful community of
Los Angeles."

ESPN.com reports that the price would shatter the mark for a North
American sports franchise, topping the $1.1 billion Stephen Ross
paid for the National Football League's Miami Dolphins in 2009.

Meanwhile, the Chicago Cubs baseball club was sold to the Ricketts
family in 2009 for $845 million as part of Tribune Co.'s
bankruptcy.  The Texas Rangers fetched $561 million in a
bankruptcy sale in 2010.

ESPN.com recounts that Mr. McCourt paid $430 million in 2004 to
buy the team, Dodger Stadium and 250 acres of land that includes
the parking lots, from the Fox division of Rupert Murdoch's News
Corp.

Mr. McCourt and certain affiliates of the purchasers will also be
forming a joint venture, which will acquire the Chavez Ravine
property for an additional $150 million.

According to ESPN.com, sources with knowledge of the situation
told ESPNLosAngeles.com's Tony Jackson that the deal for Chavez
Ravine property, the land surrounding Dodgers Stadium, means
Guggenheim will purchase half the Dodger Stadium parking lots,
which were deemed to have a total value of $300 million, with Mr.
McCourt keeping the other half.  The source said it has yet to be
determined how that relationship will work and whether the new
ownership group still will be forced to lease the McCourt-owned
half of the lots.

The other two finalists in the Dodgers bidding were:

     -- Stan Kroenke, whose family properties own the NFL's St.
        Louis Rams, the NBA's Denver Nuggets, the NHL's Colorado
        Avalanche and Major League Soccer's Colorado Rapids, and
        who is majority shareholder of Arsenal in the English
        Premier League; and

     -- Steven Cohen, founder of the hedge fund SAC Capital
        Advisors and a new limited partner of the New York Mets;
        biotechnology entrepreneur Patrick Soon-Shiong; and agent
        Arn Tellem of Wasserman Media Group.

ESPN.com says it remains to be seen whether Major League Baseball
will challenge the deal in U.S. Bankruptcy Court in Delaware.

As reported by the Troubled Company Reporter on March 26, 2012,
Forbes listed the Dodgers as the second most valuable baseball
club in Major League Baseball, worth $1.4 billion.

The New York Yankees is the most valuable club with a value of
$1.85 billion.  The New York Mets, which recently settled a
lawsuit with the trustee of the Bernard Madoff estate, came in
sixth with a value estimated at $719 million, followed by the
Texas Rangers, which was sold in bankruptcy in 2010, at seventh,
with a value of $674 million.

                      About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LYONDELLBASELL INDUSTRIES: S&P Ups $3-Bil. Note Rating From 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on LyondellBasell Industries N.V. (LyondellBasell) to 'BBB-
' from 'BB+' and affirmed its 'BB+' issue-level ratings on the
company's existing senior unsecured notes. "At the same time we
assigned our 'BB+' senior unsecured debt rating to
LyondellBasell's proposed $3 billion notes with seven- and 12-year
maturities. The outlook is stable," S&P said.

The company plans to use net proceeds from the offering and cash
on hand to repay notes issued by subsidiary Lyondell Chemical Co.
due in 2017 and 2018 and related transaction costs.

"The upgrade reflects our opinion that LyondellBasell should
continue to benefit during the next several years from an improved
competitive position and strong operating results, stemming in
part from the availability of low-cost natural gas in the U.S.,"
said Standard & Poor's credit analyst Cynthia Werneth. "We believe
that the North American petrochemical sector is entering a
multiyear period of low-cost production economics and will likely
see an increase in domestic capital investment. However, we think
LyondellBasell will focus primarily on moderate-cost, high-return
projects with quick returns. We believe it will consider larger
investments only if management believes the company can maintain
credit metrics consistent with the current ratings. On the other
hand, in Europe, where LyondellBasell has higher-cost operations,
we think market conditions will remain challenging. However, we
believe results there should continue to benefit from a focus on
higher-margin downstream products, such as automotive plastics, as
well as byproduct sales."

"Other considerations leading to the upgrade include our reduced
concern that parties with historically aggressive financial
policies, including private equity firm Apollo Management Holdings
L.P. and Access Industries LLC--which together currently hold more
than 40% of LyondellBasell's shares--are likely to negatively
influence the company's financial policies, resulting in increased
leverage or reduced liquidity," S&P said.

"Another reason supporting the upgrade is LyondellBasell's
continuing evolution and improvement of its capital structure.
Steps the company is currently initiating include the planned
replacement of its secured asset-based revolving credit facility
with an unsecured revolver and the release of subsidiary
guarantees if the proposed financings are completed as currently
contemplated and certain existing debt is repaid," S&P said.

"Our ratings on LyondellBasell reflect its 'fair' business risk
profile and 'intermediate' financial risk profile. LyondellBasell
is a leading global petrochemical producer, with 2011 sales of
more than $50 billion. The majority of its products are cyclical
commodities such as ethylene, propylene, and their derivatives,
including various plastic resins used to manufacture a wide
variety of durable goods and consumer products. It also produces
automotive and other fuels at a refinery in Houston, Texas. The
company recently closed an unprofitable refinery in France," S&P
said.

"Commodity chemicals show high sensitivity to global GDP growth,
supply and demand imbalances, and raw material price movements.
Despite significant capital intensity, the industry has relatively
low barriers to entry for many product lines, creating a high
degree of competition and weak pricing flexibility during periods
of excess supply. Business strengths that somewhat counterbalance
these risks include LyondellBasell's large scale of operations,
management's focus on operational excellence and cost reduction,
and a portfolio of differentiated products (including advanced
polyolefins, propylene oxide and derivatives, and catalysts),
which are more profitable and stable than its commodity product
lines," S&P said.

"LyondellBasell has performed strongly and generated significant
cash since emerging from bankruptcy in April 2011 with much more
prudent capitalization, a better cost structure, and lower
environmental and other liabilities. Since then, it has benefited
from improved global economic conditions, a better-than-expected
supply and demand balance, and an advantaged cost position in the
U.S. It has also reduced debt significantly and contributed to its
pension plans. The company remains committed to maintaining at
least $3 billion of available liquidity," S&P said.

"Pro forma for the transaction, total debt will be about $6.1
billion. We adjust debt to include about $1.8 billion of
adjustments for capitalized operating leases, as well as tax-
effected unfunded postretirement, asset retirement, and
environmental obligations. Funds from operations (FFO) to
total debt is close to 60%. At the 'BBB-' corporate credit rating,
we expect LyondellBasell to maintain an 'intermediate' financial
risk profile with FFO to debt averaging 40% to 45% and remaining
near 30% at the trough," S&P said.

"We expect regular dividends to total about $700 million in 2012
and to gradually and modestly increase thereafter. LyondellBasell
has sized its regular dividend so that it can continue paying
dividends without borrowing, even in industry troughs. Therefore,
we expect the company to generate excess cash at other times and
periodically consider paying special dividends as it did in 2011.
We regard ongoing litigation and regulatory matters as modest
risk factors," S&P said.

"The outlook is stable. Our view is that the global economy is
gradually strengthening, but our outlook remains clouded by
difficult economic conditions, particularly in Europe, where
LyondellBasell has substantial and higher-cost operations," Ms.
Werneth continued. "Despite this, however, we expect
LyondellBasell to maintain ratios appropriate for its investment-
grade corporate credit rating, including an FFO to total debt
ratio averaging 40% to 45% and remaining near 30% even in industry
troughs. We believe the company can maintain a sufficiently strong
financial profile even if revenues drop by 20% and EBITDA margins
decline to 7% from 2011 levels. Also key to maintaining the
ratings are the continuation of prudent financial policies and
sufficient liquidity."

"We could, therefore, lower the ratings if there were an
unexpected shift to more aggressive financial policies including
more aggressive-than-expected shareholder returns or very large
debt-funded acquisitions or capital investments, even if they are
financed off balance sheet," S&P said.

"During the next few years, we could consider a slightly higher
rating if LyondellBasell improves its business risk profile to
'satisfactory' by making investments that promote increased
stability and diversification, and the company continues to
perform strongly and maintain prudent financial policies," S&P
said.


MAYVILLE DIE: Precision Castparts Acquires Assets
-------------------------------------------------
BizTimes.com reports that Precision Castparts Corp. has acquired
Mayville Die and Tool Inc.

The report relates Wyman-Gordon Forgings, a Houston-based
subsidiary of Precision Castparts, will manage Mayville.
Mayville's assets were sold at auction as part of Chapter 11
bankruptcy proceedings in late 2011.

According to the report, Royko Enterprises LLC, a mergers and
acquisitions advisory firm, helped Mayville find a buyer among
nine competitive bids.  An auction helped increase the final
purchase price almost 20% higher than the original bid.

Based in Mayville, Wisconsin, Mayville Die & Tool, Inc., filed for
Chapter 11 protection on Aug. 25, 2011 (Bankr. E.D. Wis. Case No.
11-33128).  Judge James E. Shapiro presides over the case.  Jane
F. Zimmerman, Esq., at Murphy Desmond S.C., represents the Debtor.
The Debtor listed assets of $2,603,622, and debts of $3,221,806.


MERITAGE HOMES: Fitch Rates Proposed $250-Mil. Notes at 'BB-/RR3'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR3' rating to Meritage Homes
Corporation's (NYSE: MTH) proposed offering of $250 million
principal amount of senior notes due 2022.  This issue will be
rated on a pari passu basis with all other senior unsecured debt.
Net proceeds from the notes offering will be used for debt
repurchase and general corporate purposes.

Fitch currently rates MTH as follows:

  -- Long-term Issuer Default Rating (IDR) 'B+';
  -- Senior unsecured debt 'BB-/RR3';
  -- Senior subordinated debt 'B-/RR6'.

The Rating Outlook is Stable.

The ratings and Outlook for MTH are influenced by the company's
execution of its business model, conservative land policies,
geographic and product line diversity, acquisitive orientation and
healthy liquidity position.  While Fitch expects somewhat better
prospects for the housing industry this year, there are still
significant challenges facing the housing market, which are likely
to meaningfully moderate the early stages of this recovery.
Nevertheless, MTH has the financial flexibility to navigate
through the still challenging market conditions and continue to
selectively and prudently invest in land opportunities.

The Recovery Rating (RR) of 'RR3' on the company's senior
unsecured debt indicates good recovery prospects for holders of
these debt issues.  MTH's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debt holders.  The 'RR6' on MTH's senior
subordinated debt indicates poor recovery prospects in a default
scenario. Fitch applied a liquidation value analysis for these
RRs.

Certain recent economic/construction related statistics, such as
job growth, consumer confidence, mortgage rates, household
formations, multifamily starts, existing home sales, pending home
sales, housing inventories, and foreclosures were improving and/or
above consensus.  A few key statistics such as single-family
housing starts, new home sales, home prices (CoreLogic, Case
Shiller) were declining/short of expectations.  Overall, the
current setting is much like at the beginning of 2011.

Fitch's housing forecasts for 2012 assume a modest rise off a very
low bottom.  New home inventories are at historically low levels
and affordability is at near record highs.  In a slowly growing
economy with distressed home sales competition similar to 2011,
less competitive rental cost alternatives, and, probably, even
lower mortgage rates on average, single-family housing starts
should improve about 5% to 450,000, while new home sales increase
approximately 5.6% to 319,000 and existing home sales grow 3% to
4.388 million.

MTH's sales are reasonably dispersed among its 13 metropolitan
markets within six states.  The company ranks among the top 10
builders in such markets as Houston, Dallas/Fort Worth, San
Antonio and Austin, TX, Orlando, FL, Phoenix, AZ, Riverside/San
Bernardino, CA, Denver, CO, and Sacramento, CA.  The company also
builds in the East Bay/Central Valley, CA, Las Vegas, NV, Inland
Empire, CA, Tucson, AZ and Raleigh-Durham, NC.  In recent years,
about 65 - 70% of MTH's home deliveries are to first and second
time trade up buyers, 25&-30% to entry level buyers, less than 5%
are to luxury home buyers and approximately 5% to active adult
(retiree) buyers.

MTH employs conservative land and construction strategies. The
company typically options or purchases land only after necessary
entitlements have been obtained so that development or
construction may begin as market conditions dictate.  Under normal
circumstances MTH extensively uses lot options, and that is
expected to be the future strategy in markets where it is able to
do so.  The use of non-specific performance rolling options gives
the company the ability to renegotiate price/terms or void the
option which limits down side risk in market downturns and
provides the opportunity to hold land with minimal investment.
However, as of Dec. 31, 2011, only 17% of MTH's lots were
controlled through options - a much lower than typical percentage
due to considerable option abandonments and write-offs in recent
years.  Additionally, there are currently fewer opportunities to
option lots and, in certain cases, the returns for purchasing lots
outright are far better than optioning lots from third parties.
Total lots controlled, including those optioned, were 16,722 at
Dec. 31, 2011.  This represents a 5.1 year supply of total lots
controlled based on trailing 12 months deliveries.  On the same
basis, MTH's owned lots represent a supply of 4.2 years.

MTH successfully managed its balance sheet during the severe
housing downturn, allowing the company to accumulate cash and pay
down its debt as it pared down inventory.  The company had
unrestricted cash of $173.6 million and investments and securities
of $147.4 million at Dec. 31, 2011.  As MTH is now tendering for
its 6.25% $285 million senior notes due March 2015, its next major
debt maturity is in April 2017, when $125.9 million of senior
subordinated notes mature.

Fitch expects MTH to be cash flow negative in 2012 by about $100
million as the company continues to rebuild its land position.
The company expects to moderately increase its land spending in
2012 from the $246.6 million spent in 2011.  Fitch is comfortable
with this strategy given the company's liquidity position and debt
maturity schedule.  Fitch expects MTH over the next few years will
maintain liquidity of at least $200 - 250 million, a level which
Fitch believes is appropriate given the challenges still facing
the industry.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.  Negative rating actions
could occur if the anticipated recovery in housing does not
materialize and the company prematurely steps up its land and
development spending, leading to consistent and significant
negative quarterly cash flow from operations and diminished
liquidity position.  Positive rating actions may be considered if
the recovery in housing is significantly better than Fitch's
current outlook, MTH shows sustained improvement in credit
metrics, and the company continues to maintain a healthy liquidity
position.


MERITAGE HOMES: Moody's Rates $250-Mil. Sr. Unsecured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Meritage Homes
Corporation's proposed $250 million senior unsecured notes due
2022. In the same rating action Moody's affirmed the company's B1
corporate family rating, B1 probability of default rating, B1
rating on the existing senior unsecured notes due 2015 and 2020,
and SGL-2 speculative grade liquidity rating. The rating outlook
is stable.

The following rating actions were taken:

Proposed $250 million senior unsecured notes due 2022, assigned
B1, LGD3 - 44%

Corporate family rating, affirmed at B1;

Probability of default rating, affirmed at B1;

$285 million 6.25% senior unsecured notes due 2015, affirmed at
B1, LGD3 - 44%;

$196 million 7.15% senior unsecured notes due 2020, affirmed at
B1, LGD3 - 44%;

Speculative grade liquidity rating, affirmed at SGL-2.

The rating outlook is stable.

Ratings Rationale

The proposed $250 million senior unsecured notes will be
guaranteed by all of Meritage's wholly owned subsidiaries, as are
the existing senior unsecured notes. The proceeds from the note
offering together with cash on hand will be used to retire all
outstanding amounts of the $285 million 6.25% senior unsecured
notes due 2015. The proposed transaction will be debt neutral to
Meritage's capital structure and will be liquidity positive due to
the extension of debt maturities. The ratings on the $285 million
6.25% senior unsecured notes will be withdrawn upon repayment.

The B1 corporate family rating reflects the relative stability of
Meritage's operating performance over the last two years, and
Moody's expectation that the company will generate consistent or
marginally improved results in 2012. In Moody's view, the company
will likely break even or turn slightly positive on a net income
basis. Moody's recognizes that despite certain positive trends,
the homebuilding industry continues to be pressured by numerous
risk factors, and Moody's anticipates the majority of Meritage's
credit metrics, including interest coverage and returns, will
remain weak in the intermediate term, which constrains the rating.
Moody's expects cash flow from operations to be negative and cash
balances to decline as the company invests in land and land
development over the next 12 to 18 months. The rating also
reflects Meritage's reliance on its Texas operations for about 46%
of its revenues. The rating is supported by the company's moderate
homebuilding debt-to-capitalization ratio, healthy gross margins,
modest land supply and solid cash position.

The SGL assessment takes into account internal and external
sources of liquidity, covenant compliance, and alternate sources
of liquidity. Meritage's SGL-2 rating indicates a good liquidity
profile, supported by its healthy cash balance and by its lack
both of covenants and of near term debt maturities. However,
liquidity is constrained by the expected negative cash flow
generation and lack of any significant sources of alternate
liquidity.

The stable outlook reflects Meritage's steady financial
performance, driven largely by an expansion of gross margins, and
Moody's view that the company will continue to generate comparable
results over the next year, as demand gradually solidifies. The
outlook also recognizes Meritage's solid cash position and lack of
debt maturities until 2017 because of the refinancing transaction.
Lastly, an improving operating environment combined with expected
capital structure discipline should allow the company's debt
leverage, currently at approximately 57.5%, to improve over the
next several years.

The ratings would be considered for an upgrade if the company's
homebuilding debt-to-capitalization ratio declined and was
maintained below 50%, if the company restored its healthy
profitability on a net income basis, and if the company were to
maintain solid liquidity.

The ratings could be lowered if the company jeopardized its
liquidity position by engaging in large land purchases or
substantial share buy-backs, experienced a material erosion in
pre-impairment operating performance, or reversed its recent trend
of booking fewer and smaller impairment charges, causing
homebuilding debt-to-capitalization ratio to increase above 60%.

The principal methodology used in rating Meritage was the Global
Homebuilding Industry Methodology published in March 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.

Meritage Homes Corporation is the 8th largest homebuilder in the
U.S., primarily building single-family and attached homes in 13
metropolitan areas in Arizona, Texas, California, Nevada,
Colorado, Florida and North Carolina. Formerly known as Meritage
Corporation, the company was founded in 1985 and is headquartered
in Scottsdale, Arizona. Total revenues and consolidated net loss
for fiscal year ending December 31, 2011 were approximately $861
million and $21 million, respectively.


MICROBILT CORP: Plan Outline Hearing Scheduled for April 5
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on April 5, 2012, at 10:00 a.m., to consider
adequacy of the Disclosure Statement explaining MicroBilt
Corporation and CL Verify, LLC's Plan of Reorganization.

As reported in the Troubled Company Reporter on Jan. 23, 2012, all
cash necessary for the Reorganized Debtors to make payments
pursuant to the Plan will be funded by the use of the Debtors'
existing cash on hand as of the Effective Date.  As of Dec. 15,
2011, the Debtors' cash on hand is $6,430,721.  The Debtors
anticipate that the available cash as of the distribution date
will be sufficient to pay allowed general unsecured claims in
full.

The classification and treatment of claims under the plan are:

     A. Class 1 (Non-Tax Priority Claims) will receive cash equal
        to the amount of allowed claim.  The estimated amount of
        Class 1 claims is $10,000 and the estimated recovery is
        100%.

     B. Class 2 (General Unsecured Claims) will receive a pro rata
        share of available cash in the class 2 cash pool.  The
        estimated amount of allowed class 2 claims is $2,658,391
        while the estimated percentage recovery of the claims is
        75% to 100%.

     C. Class 3 (Equity Interests) will be retained and will
        remain unaffected and unchanged by the Plan.  The
        estimated percentage recovery of Class 3 claims is 100%.

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

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

                   About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.

No trustee, examiner or committee has been requested or appointed
in these Chapter 11 cases.


MIRANT CORP: Trust May Sue Even After Creditors Are Paid in Full
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in New Orleans ruled on
March 20 that a trustee for a bankrupt company can continue a
lawsuit even after unsecured creditors are paid in full,.

Mirant Corp. confirmed a Chapter 11 plan paying creditors in full.
The plan also created a trust to bring lawsuits.  After
confirmation, the trust sued several banks for preferences
received before bankruptcy.  The district court dismissed the
suit, saying the trustee lost standing to sue once creditors were
fully paid.

Accoridng to the report, U.S. District Judge Micaela Alvarez,
sitting by designation on the appellate panel of three judges,
reversed, in the process taking sides with the U.S. Court of
Appeals in San Francisco on the same issue.  She ruled that "a
bankruptcy trustee may still have standing to avoid a fraudulent
transfer after the unsecured creditors are paid in full."

The case is MC Asset Recovery LLC v. Commerzbank AG (In re
Mirant Corp.), 11-10070, 5th U.S. Circuit Court of Appeals (New
Orleans).

                         About Mirant

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on Sept. 19, 2007.  Mirant
Lovett emerged from bankruptcy on Oct. 2, 2007.


MONTANA ELECTRIC: Trustee Tosses Out PPL EnergyPlus Contract
------------------------------------------------------------
Greatfallstribune.com, citing court documents, reports that PPL
EnergyPlus was unable to save its power contract with Southern
Montana Electric Generation and Transmission Cooperative, Inc.
The pact will be terminated officially on April 1, 2012.

According to the report, one of the biggest players in Montana's
energy picture, PPL Montana, no longer provides power to Southern
Montana's six member cooperatives.  PPL EnergyPlus' contract with
Southern Montana was set to run through 2019, but the contract has
been rejected by court-appointed trustee Lee Freeman under a
stipulation filed in court on March 26, 2012.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, served as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  The co-op agreed to a request for appointment of a
Chapter 11 trustee.  Mr. Freeman retained Horowitz & Burnett,
P.C., as his counsel and Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 appointed an Official
Committee of Unsecured Creditors in the case.


NEBRASKA BOOK: Gets Approval for Amended Plan Support Agreement
---------------------------------------------------------------
Judith Rosen at Publishers Weekly reports that Nebraska Book
Company got one more step closer to exiting Chapter 11 bankruptcy
with a signed order for the Amended and Restated Plan Support
Agreement, filed earlier this month.

The report says, under the agreement, 8.625% senior subordinated
noteholders will receive an improved package of warrants to
purchase stock in the reorganized company along with $1.75 million
to cover fees incurred by their advisors.  The holders of class 5
general unsecured claims will receive cash payments equal in value
to the percentage recovery by the 8.625% senior subordinated
noteholders.

According to the report, NBC president Barry Major said "We are
more than ready to move beyond this process and get back to doing
what we do best.  By finalizing an agreement with both of these
groups of noteholders, we are confident that we can move forward
in this process with the support we need."

The report notes there are still a few more hurdles for NBC to get
past before it emerges from bankruptcy.  On April 13, the court
will hold a hearing on the Disclosure Statement, which was filed
with the Second Amended Plan of Reorganization on March 7.

               Plan Support Deal Objection Withdrawn

The Ad Hoc 8.625% Noteholders and the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Nebraska Book Co.,
previously asked the U.S. Bankruptcy Court for the District of
Delaware to disapprove the execution and implementation of a Plan
Support Agreement, dated March 7, 2012.

The ad hoc consortium is consist of certain holders of notes
issued under that certain Indenture, dated March 4, 2004 (as may
be amended, restated and supplemented from time to time), pursuant
to which the Debtors issued $175 million of Senior Subordinated
Notes.

According to the Ad Hoc Committee, the Second Amended Plan is
fundamentally flawed for a number of reasons.  Chief among them is
the fact that it is neither (i) feasible nor (ii) fair and
equitable.  The Second Amended Plan suggests that the Debtors'
enterprise value has fallen by an alarming 44% in less than seven
months.  If that's true, the reorganized Debtors will likely be
unable to service the over $180 million of debt contemplated by
the Second Amended Plan, ensuring their failure and return to
Chapter 11.  On the other hand, if the revised valuation is
seriously understated, which the Ad Hoc 8.625% Noteholders believe
to be the case, then the Senior Secured Noteholders are receiving
value greater than the amount of their claims.  Either way, the
Second Amended Plan cannot be confirmed, the group said.

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book was unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure
$250 million in exit financing.

In March 2012, Nebraska Book filed a revised Chapter 11
reorganization plan that offers the new stock plus a new
$100 million second-lien note to holders of the existing
$200 million in second-lien debt.  The projected recovery is 81%
on the second-lien notes.


NEPHROS INC: Rothstein Kass Raises Going Concern Doubt
------------------------------------------------------
Nephros, Inc., filed its annual report on Form 10-K for the fiscal
year ended Dec. 31, 2011.

Rothstein Kass, in Roseland, N.J., expressed substantial doubt
about Nephros, Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company has incurred negative
cash flow from operations and net losses since inception.

The Company reported a net loss of $2.4 million on $2.2 million of
revenues for 2011, compared with a net loss of $1.9 million on
$2.9 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $4.0 million
in total assets, $2.6 million in total current liabilities, and
stockholders' equity of $1.4 million.

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

                       http://is.gd/cvBIlo

Headquartered in River Edge, N.J., Nephros, Inc. (OTC bb: NEPH)
-- http://www.nephros.com/-- is a medical device company
developing and marketing filtration products for therapeutic
applications, infection control, and water purification.


NEW GOLD: Moody's Assigns 'B1' Corporate Family Rating
------------------------------------------------------
Moody's Investors Service assigned first-time ratings to New Gold
Inc., including a corporate family rating of B1, a probability of
default rating of B1, and a B2 rating to the company's proposed
$300 million of senior unsecured notes. Moody's also assigned a
speculative grade liquidity rating of SGL-2. The outlook is
stable. The proceeds of the notes are expected to be used to repay
existing senior secured notes with an outstanding balance of $189
million and for general corporate purposes.

Ratings Rationale

New Gold's B1 corporate family rating reflects its limited
diversity and modest size, as well as the relatively short reserve
life of the existing mines (roughly 13 years) and substantial
development plans. However, the ratings acknowledge the company's
low cost production profile, as well as the stable operating
jurisdictions of their mines (US, Mexico, and Australia). In
addition the product mix of both precious and base metals offers
some stability for the credit metrics.

The company's properties include Mesquite gold mine in the United
States, Cerro San Pedro gold and silver mine in Mexico, Peak Mines
gold and copper mine in Australia, New Afton gold and copper mine
in Canada, 30% ownership of El Morro gold and copper project in
Chile and Blackwater gold and silver project in Canada. New Gold's
production levels represent a relatively small proportion of the
total market for gold, silver and copper.

The company currently depends on three operating mines, with
Mesquite mine responsible for roughly 45% of total revenue, and
Peak Mines and Cerro San Pedro accounting for about 25% and 30%
respectively. In addition, a new copper and gold mine, New Afton,
is due to come online in the next six to twelve months. The
ratings reflect the risk that operational difficulty at any one of
these mines could have a significant impact on the company's
financial position. Although the company's development projects
have the potential to boost reserves and production levels, New
Afton will be the only new mine to come online during Moody's
rating horizon, as the El Morro and Blackwater mines are not
scheduled to start producing until 2017.

The ratings reflect Moody's expectation that in the next few
years, the company will need to invest in the new projects, as
well as in productive capacity at the current mines. During 2011,
$291mm was invested in New Afton with approximately $200mm of
capital investment remaining. A substantial proportion of the
company's development costs over the next few years will relate to
the El Morro project, for which remaining total capital
expenditures (on 100% basis) are estimated to approximate $4
billion. This will not pressure the company's cash flows, since
the 70% owner of the El Morro project, Goldcorp Inc. (Baa2
Stable), will provide the financing for New Gold's portion of the
development costs. However, the company will not recover
meaningful cash flows from the project for at least a decade, as a
significant portion of El Morro's initial cash flows will be used
to repay amounts funded by Goldcorp. Since amounts invested in
projects other than El Morro are not expected to be excessive over
the next few years (roughly $370 million in 2012, and $300 million
in 2013 and 2014 combined), Moody's anticipates that the company's
leverage, excluding El Morro financing, will be low over the
rating horizon (adjusted Debt to EBITDA ranging from 1.5x to
3.0x). That said, the ratings reflect execution risk related to
the company's development plans, the potential for cost overruns,
and possibility of additional debt-financed project acquisitions.

The ratings also consider that the company enjoys a low-cost
position, in part due to the by-product credits it sells along
with its gold production. New Gold's low cost production profile
helps to support credit metrics in a less favorable commodity
price environment. That said, two of the company's operating
mines, Mesquite and Cerro San Pedro, are expected to experience
declining production levels and increasing costs over the next few
years.

The company's SGL-2 rating reflects its strong liquidity position.
Pro forma for the transaction, New Gold will have good liquidity.
This includes $309 million of cash at the end of 2011 and net
proceeds of approximately $100 million from the proposed
financing. Although Moody's expects sizeable negative free cash
flow due to the large capex plans, the rating agency expects that
the cash flow from operations, low debt service requirements, and
the financing arrangement with Goldcorp will support the cash
position going forward.

The B2 rating on senior unsecured notes is one notch below the
corporate family rating, reflecting the presence of the secured
revolving facility in the company's capital structure.

The stable outlook reflects Moody's positive view on market
fundamentals for prescious metals and copper, as well as Moody's
expectation that, excluding the fully funded El Morro project, the
company will enjoy a conservative leverage position and manageable
cash outflow for development projects over the rating horizon.

Upward rating momentum is limited at this time due to the limited
scale and diversity of the company's operations. An upgrade could
be considered once the company's expansion plans are closer to
completion and New Gold demonstrates that it can consistently
generate positive free cash flow to service its debt.

The ratings could be lowered if New Gold experiences any
significant operational difficulties, substantial increase in
operating or capital costs, or material deterioration in liquidity
position. A downgrade would also be considered should Debt/
EBITDA, excluding El Morro financing, increase above 4.0x.

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


NEWPORT TELEVISION: Moody' Says Sale May Trigger Debt Provisions
----------------------------------------------------------------
Moody's Investors Service said Newport Television Holdings LLC
(Caa1 Corporate Family Rating) was the subject of recent financial
newspaper articles suggesting the company is exploring strategic
alternatives including the sale of some or all operations of the
company. Newport Television Holdings LLC has released no statement
regarding these articles which management considers to be
speculative.

Moody's currently rates approximately $750 million of debt of
Newport Television including the senior secured revolver and term
loans due 2016, as well as the senior PIK toggle notes due 2017.
"Moody's believes that, depending on the deal structure, change of
control protection under the indentures (requiring repayment of
these notes at 101%) and under the credit agreement is likely to
mitigate the potential negative impact of a sale of the company
under a typical, highly-leveraged LBO capital structure. Absent
change of control protection under each of its debt agreements,
Newport Television's debt would likely face downward rating
pressure if the company were to be sold and potential increases in
debt used to finance the transaction were to meaningfully increase
leverage ratios and reduce free cash flow," stated Carl Salas,
Moody's Vice President and Senior Analyst.

Newport Television Holdings LLC, headquartered in Kansas City,
Missouri, owns or operates 28 primary television stations plus 27
digital multicast stations in 20 markets including 8 duopolies and
12 additional multi-station markets. Newport has been a portfolio
company of Providence Equity Partners, Inc. since it was formed to
acquire the television group of Clear Channel Communications, Inc.
in 2008. Revenues for the trailing twelve months ended
December 31, 2011 totaled $292 million.


OLD CORKSCREW: Committee and U.S. Trustee Object to Amended Plan
----------------------------------------------------------------
Don Walton, the U.S. Trustee for Region 21 filed with the U.S.
Bankruptcy Court for the Middle District of Florida its objection
to the confirmation of Old Corkscrew Plantation LLC, et al.'s
Proposed Amended Joint Plan of Reorganization dated Feb. 7, 2012.

According to the U.S. Trustee, the Amended Plan has these
problems:

   -- the Plan at Article 3.2, is contrary to the statutory
requirement to file post-confirmation quarterly reports;

   -- the Plan at Articles 5.2, 6.1, and 6.2, are contrary to
Section 1124 in that the Priority Claims are impaired under the
Plan as the Plan fails to leave unaltered the legal, equitable,
and contractual non-bankruptcy rights; and

   -- the Plan at Articles 5.4 and 6.1, are contrary to Section
1124 in that the Plan fails to provide whether the Class is
impaired or unimpaired.

In a separate filing, the Official Committee of Unsecured
Creditors objected to the confirmation of the Amended Plan subject
to the modifications to the Drop Dead Provisions.

The Committee related that the most troubling part of the Plan
from the Committee's perspective is the Drop Dead Provisions.  The
Committee has discussed the bases for the objection with both the
Debtors and BMO Harris, and had previewed the concerns with the
Drop Dead Provisions at numerous points during the case, including
in an objection to the disclosure statement.  In the hope that
settlement discussions could occur without the costs and expenses
associated with formally stating positions well-known to the
parties, the Committee made this proposal:

   "Notwithstanding anything herein to the contrary, in the event
   of a monetary default that is not timely cured, the Debtors
   will be provided a ninety day period from the date of the cure
   deadline within which to market and try to sell the property at
   issue with the assistance of a reputable brokerage firm.  In
   the event that the Debtors are not able to obtain a contract
   for sale within this ninety day period in a net amount at least
   equal to the indebtedness owed to the Bank, title to the
   property will be transferred immediately to the Bank.  In the
   event that the Debtors are able to timely procure such a
   contract for sale, the Debtors will have an additional forty-
   five days from the date of the contract to close the
   transaction.  In the event of a failure to timely close, title
   to the property will be transferred immediately to the Bank.
   The sale proceeds in excess of the indebtedness owed to the
   Bank will be distributed in accordance with the provisions of
   the Plan."

                         The Debtors' Plan

As reported in the Troubled Company Reporter on March 1, 2012,
according to the Amended Disclosure Statement, the Plan provides
for the reorganization of the OCP Debtors, the emergence of the
OCP Debtors from the Bankruptcy Cases as the Reorganized Debtor
and the treatment of Allowed Claims against the OCP Debtors and
Allowed Equity Interests in the OCP Debtors.  As of the Effective
Date, each of the OCP Debtors will be substantively consolidated
with and merged into the Reorganized Debtor pursuant to the terms
of the Plan.

The primary source of the funds necessary to implement the Plan
initially will be the funding under the DIP Loan and the Debtors'
cash from operations.  At the present time, the Debtors believe
that the Reorganized Debtor will have sufficient funds as of the
Effective Date through funding of the DIP Loan and the Debtors'
cash from operations to pay in full the expected payments required
under the Plan, including to the Holders of Allowed Administrative
Claims (including Allowed Administrative Claims of Professionals),
Allowed Priority Claims, and DIP Lender Allowed Claims.

Under the Plan, each holder of an Allowed Unsecured Claim in Class
4 will receive cash from the Reorganized Debtor in an amount equal
to 100% of the Allowed Unsecured Claim, plus Postpetition
Interest.

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

                  About Old Corkscrew Plantation

Fort Myers, Florida-based Old Corkscrew Plantation LLC, whose
oranges are made into Minute Maid and Tropicana juice, filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-14559) on
July 29, 2011, disclosing $25,264,047 in assets and $60,751,633 in
debts.  Old Corkscrew sought Chapter 11 protection along with its
affiliates.  Donald G. Scott, Esq., -- dscott@mcdowellrice.com --
at McDowell, Rice, Smith & Buchanan, in Kansas City, Missouri,
serves as the Debtors' bankruptcy co-counsel.  Berger Singerman,
P.A., serves as their bankruptcy counsel.  Arcadia Citrus
Enterprises, Inc., serves as manager of their citrus growing
properties.  Kapila & Company serves as chief restructuring
officer.  The Debtors' orange groves are valued at $24 million.
Scott Westlake, the Debtors' managing member, signed the petition.
Mr. Westlake is also listed as the Debtors' largest unsecured
creditor, with $4,827,906 owed.  Another $338,511 debt is owed to
Scott and Vicki Westlake.

No trustee or examiner has been appointed in this Chapter 11 case.
An official committee of unsecured creditors was appointed and is
represented by counsel.


OPTIONABLE INC: Sherb & Co. Raises Going Concern Doubt
------------------------------------------------------
Optionable, Inc., filed on March 23, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Sherb & Co., LLP, in New York City, expressed substantial doubt
about Optionable, Inc.'s ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
losses from operations and uncertainty regarding pending legal
matters.

The Company reported a net loss of $2.3 million for 2011, compared
with a net loss of $2.5 million for 2010.  The Company has not
generated any revenues since the third quarter of 2007 as a result
of the termination of the business relationship by its largest
customer and the succession of events since then.

The Company's balance sheet at Dec. 31, 2011, showed $1.3 million
in total assets, $500,990 in total liabilities, and stockholders'
equity of $829,292.

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

                       http://is.gd/QJDPbF

New York City-based Optionable, Inc., is a corporation that was
formed in Delaware in February 2000.  Between April 2001 and
July 2007, a substantial portion of the Company's revenues were
generated from providing energy derivative brokerage services to
brokerage firms, financial institutions, energy traders and hedge
funds worldwide.

The Company's management is exploring and seeking possible
business transactions and new business relationships in areas
unrelated to brokerage services.


OXBOW MACHINE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Oxbow Machine Products, Inc.
        12777 Merriman
        Livonia, MI 48150

Bankruptcy Case No.: 12-47404

Chapter 11 Petition Date: March 26, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: David R. Shook, Esq.
                  DAVID R. SHOOK ATTORNEY AT LAW, PLLC
                  6480 Citation Drive
                  Clarkston, MI 48346
                  Tel: (248) 625-6600
                  Fax: (248) 625-6611
                  E-mail: ecf@davidshooklaw.com

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb12-47404.pdf

The petition was signed by Robert C. Tiano, president.


PACER MANAGEMENT: Files for Chapter 11 to Keep Hospital
-------------------------------------------------------
Pacer Management Kentucky LLC, operator of the Knox County
Hospital in Kentucky, filed for Chapter 11 protection (Bankr. E.D.
Ky. Case No. 12-60410).

Pacer Management, which filed for bankruptcy along with affiliates
Pacer Health Management Corporation and Cumberland-Pacer, LLC,
estimated up to $50 million in assets and liabilities.

The Debtors lease the assets and real property to operate the
hospital from Knox County, Kentucky and Knox Hospital Corporation.

According to court filings, the lessors in 2009 filed suit against
Pacer Health and others in the Knox Circuit Court alleging a
breach of the Lease Agreement but the suit was later resolved.
Under the deal, CP was substituted as lessee.

CP is a Kentucky limited liability company established by Dr.
Satyabrata Chatterjee and Dr. Ashwini Anand to purchase the stock
of Pacer Holdings of Kentucky, Inc., which owned 100% of the stock
of Pacer Health and 60% of the stock of Pacer Management.  CP,
which previously owned 40% of the stock of Pacer Management,
became the sole owner of Pacer Management following the
transaction.

In October 2011, the county notified CP it was in default under
the lease agreement.  The parties negotiated numerous extensions
of time to cure the alleged defaults, most recently until 12:01
a.m. on March 29, 2012.  Prior to expiration of the most recent
extension, the Lessors again filed suit in the Knox Circuit Court
on March 20, 2012 seeking to have the Lease Agreement terminated
and requesting entry of a restraining order against CP, PHM and
PM, among others.

On March 20, 2012, the Knox Circuit Court issued a restraining
order which precluded the Debtors from spending hospital funds
other than for ordinary operating expenses, among other things.

A March 22, 2012 report by The Associated Press said that county
officials and the hospital board have agreed to terminate the
facility's lease with the Debtors.  The group then agreed to sign
with another management company that will keep the hospital open
and prepare it to be sold, according to the report.

Accordingly, the Debtors have filed for Chapter 11 protection to
retain control of the Hospital.  The Debtors said they seek to
continue operating the Hospital pursuant to the terms of the Lease
Agreement and preserve their option to purchase the Hospital.  The
Debtors obtained a feasibility study in September 2011 which sets
forth an economically viable method to reorganize the operations
of the Hospital The Debtors have also applied for financing from
various sources for operating expenses and to fund the purchase of
the Hospital, but were not able to obtain such financing.  The
Debtors have recently been able to obtain a commitment for debtor-
in-possession financing from the principals of the Debtors and a
third party.

The Debtors have filed typical "first day" motions, including
emergency requests to pay prepetition employees, pay service
providers and access cash collateral.


PENINSULA HOSPITAL: To Close After DOH Shuts Down Laboratory
------------------------------------------------------------
Crain's New York Business reports that Peninsula Hospital will
permanently close.  The state Department of Health shut down the
laboratory of the Far Rockaway hospital on Feb. 23, an action that
sealed Peninsula's fate.

According to the report, Chief Executive Todd Miller -- despite
being handed an internal report in December that said Peninsula's
lab deficiencies were so serious that DOH could shut down the
hospital at any time -- had underestimated the seriousness of the
situation.  Mr. Miller said he assumed that the lab deficiencies
would take a few weeks at most to remedy.

The report relates the new Chapter 11 trustee, Lori Lapin Jones,
wrote on March 26, 2012, in a court filing that she had been
"hopeful that the remedial efforts undertaken by management and
the professionals they retained would result in prompt
recertification of the laboratory and a return of patient
admissions."  But when she asked state regulators to review the
remedial work Peninsula has performed on the lab since it was
shuttered, the news was not good.  She wrote in the court filing
that DOH determined that "substantial additional time, effort and
expense would be required before the laboratory would be eligible
for recertification."  DOH said the process would take months, not
weeks.

The report notes Ms. Jones disclosed that she will now "turn to
determining the most efficient and responsible manner in which to
wind down the affairs of the hospital," including exploring the
use of the closed hospital for other health care purposes.  That
could include transforming Peninsula into a primary care facility
or an urgent care or emergency care center.

The report adds the nursing home will survive.

According to the report, Ms. Jones will submit a closure plan to
DOH.  Meanwhile, the department said it will "monitor operations
at Peninsula to ensure an orderly closure," work with other
providers to make sure patients have access to services that will
be closing, and make sure medical records are available or
transferred.

                     About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PENN VIRGINIA: Moody's Lowers Corporate Family Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service downgraded Penn Virginia Corporation's
(PVA) Corporate Family Rating (CFR) to B2 and its senior unsecured
notes rating to B3. At the same time, Moody's lowered PVA's
Speculative Grade Liquidity Rating to SGL-3 (from SGL-2),
reflecting adequate liquidity. The outlook remains negative.

Ratings Rationale

"The downgrade reflects Penn Virginia's diminishing liquidity and
significant anticipated negative free cash flow in 2012 arising
from its aggressive drilling campaign in the Eagle Ford shale and
stubbornly weak North American natural gas prices," commented
Sajjad Alam, Moody's analyst. "While the planned asset sales in
the second quarter of 2012 should ease near term liquidity
pressures, solid execution on the drilling front and some recovery
in natural gas prices will be necessary to prevent further
deterioration in credit metrics."

PVA shifted its drilling strategy in mid 2010 to significantly
boost its oil and natural gas liquids (NGLs) production. Although
this unconventional resource focus has lifted combined oil and NGL
production by roughly 200% over the past 20 months, the company
has also heavily outspent cash flows during this period. PVA plans
to invest $300 million in 2012 - virtually all of this capital
(~90%) in the oily Gonzalez and Lavaca Counties of the Eagle Ford
to drill 31 net wells using a two rig program. While this singular
focus in a liquids-rich basin should bear fruit over the long
term, if the ramp up in production is slower-than-expected or if
there are cost overruns, funding challenges will re-emerge in
2013.

Shale assets are long lived, repeatable and present low geological
risks. However, they are also very capital intensive, have sharp
declines following high rates of initial production and require
constant drilling over a substantial period of time to reach a
steady-state production level. Despite amassing approximately
23,000 net acres in the oil and liquids-rich parts of the Eagle
Ford and running an active drilling program since 2010, there are
significant risks that PVA may not achieve a sustainable
production platform given the company's limited cash flow
generation ability from a natural gas weighted production profile
(~63% of fourth quarter 2011 production), shrinking asset base
from ongoing asset sales, and the inherent geological complexity
of the Eagle Ford Shale.

The SGL-3 rating captures PVA's adequate liquidity during 2012
supported by asset divestitures. Moody's estimates cash
outspending to be roughly $130 million in 2012, which the company
plans to cover through selective non-core asset sales. However,
any asset dispostion will also reduce the company's borrowing
base. Additionally, the borrowing base will likely be reduced
(currently $380 million) during the next semi-annual
redetermination in April, 2012 because of the decline in natural
gas prices, although Moody's does not anticipate any material cuts
in the facility commitment amount which is currently at $300
million. The company should be able to gradually rebuild its
borrowing base in 2012 and 2013 with successful drilling results
at the Eagle Ford. PVA does not have any debt maturities until
2016 and should have sufficient headroom under the financial
covenants governing the revolving credit facility throughout 2012.

The negative outlook captures the uncertainty around drilling
performance, production growth, and funding through 2013. Moody's
would revise the outlook to stable when the company sufficiently
addresses its liquidity needs for the forward 18 months.

A rating upgrade is unlikely in 2012 given PVA's significant
projected capital expenditures and negative free cash flow.

Further deterioration in liquidity will likely be the catalyst for
a rating downgrade. If combined cash and revolver liquidity falls
below $100 million, the CFR will be downgraded.

The principal methodology used in rating Penn Virginia was the
Independent Exploration and Production (E&P) Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Penn Virginia Corporation, headquartered in Radnor, Pennsylvania,
is a publicly traded oil and gas company primarily engaged in the
development, exploration, and production of natural gas and oil in
Texas, Oklahoma, Mississippi and the Appalachia.


PETTUS PROPERTIES: Lawsuit Against VFC Stays in Bankruptcy Court
----------------------------------------------------------------
Bankruptcy Judge Laura T. Beyer denied the motion filed by Pettus
Properties, Inc., Sterling Properties of the Carolinas, LLC, and
Jerrod H. Pettus, Sr., individually and as the Executor of the
estate of Eleanor Phillips Pettus, to remand he lawsuit, Pettus
Properties, Inc., Sterling Properties of the Carolinas, LLC, and
Jerrod H. Pettus, Sr., individually and as the Executor of The
Estate of Eleanor Phillips Pettus, v. VFC Partners 8, LLC, Adv.
Proc. No. 11-3213 (Bankr. W.D.N.C.).  The Court held that the
causes of action asserted in the complaint, as amended, constitute
"core" proceedings, under 28 U.S.C. Sec. 157(b), which arise in
Pettus Properties' bankruptcy case.  VFC had opposed the Remand
Motion.

On the Petition Date, Branch Banking & Trust Company was the
largest secured creditor of Pettus Properties.  BB&T filed a Proof
of Claim (No. 6) on Oct. 7, 2010 asserting a secured claim for
$3,087,397 based upon four notes owed by Pettus to BB&T.  On the
Petition Date, the other Plaintiffs were also allegedly obligated
to BB&T under other promissory notes or guaranty agreements.

In December 2010, VFC purchased BB&T's interest as the obligee
under the Notes, as well as certain obligations allegedly owed to
BB&T by Catawba Station, LLC.  Following VFC's acquisition of the
obligations owed by Pettus Properties et al. to BB&T, on or about
Dec. 30, 2010, VFC and Pettus Properties et al. entered into an
agreement whereby VFC agreed to release all liens and claims
against Pettus Properties et al. under the Notes, as well as liens
and claims against Catawba Station in exchange for a reduced
payoff of the obligations under the Notes and obligations owed by
Catawba Station in the amount of $6,500,000 plus a 1% fee.

The Global Agreement provided for the reduced payoff amount to be
paid through a two phase settlement.  As part of the first phase
of the settlement, on Dec. 30, 2010, Pettus Properties et al. made
a payment to VFC of $1,500,000, along with payment of a $15,000
fee.

As part of the second phase, VFC and Pettus Properties et al.
entered into a Settlement Agreement and Mutual Release of Claims
dated Feb. 17, 2011, which provided, among other provisions, for
VFC to release all liens and claims against Pettus Properties et
al. under the Notes and related documents in exchange for a
reduced payoff of the obligations under the Notes in the amount of
$5,000,000, plus a fee in the amount of $65,000, which was to be
paid pursuant to a payment schedule.  The Settlement Agreement
provided that the final payment of the reduced payoff amount was
due on April 30, 2011, with the option for Pettus Properties et
al. to extend the final payment through July 31, 2011, by notice
and payment of an extension fee.  In February 2011, $500,000 in
funds that had been deposited in escrow by Pettus Properties et
al. under the first phase of the Global Agreement were paid to VFC
and reduced the remaining amount owed under the Settlement
Agreement to $4,500,000, plus the applicable fee.

Pettus Properties et al. exercised their option to extend the
final payment date under the Settlement Agreement through July 31,
2011.  By Supplements to the Settlement Agreement, Pettus
Properties et al. and VFC agreed to further extend the final
payment date through Aug. 31, 2011.

Pettus Properties et al. did not make the final settlement payment
by Aug. 31, 2011.

On Nov. 4, 2011, Pettus Properties et al. sued VFC in Superior
Court for Union County, North Carolina, alleging causes of action
for Tortious Interference of Contract, Breach of Covenant of Good
Faith and Fair Dealing, Unfair and Deceptive Trade Practices, and
Preliminary and Permanent Injunctions.  The claims in the
Complaint are based upon allegations that VFC wrongfully
communicated with Commonwealth Commercial Properties, LLC, who had
entered into a contract for the sale of certain real property
owned by Sterling in South Carolina, and allegedly took other
actions which were intended to result in, and which did result in,
Commonwealth terminating its contract to purchase the South
Carolina property. The proceeds from the sale of this property to
Commonwealth were going to be used to fund the final payment under
the Settlement Agreement.  As a result of Commonwealth's
termination of the contract to purchase the South Carolina
property, Pettus Properties et al. were not able to make the Aug.
31 final payment.

On Nov. 11, 2011, VFC removed the lawsuit to the Bankruptcy Court
in accordance with Federal Rule of Bankruptcy Procedure 9027 and
28 U.S.C. Sections 157 and 1452.  On Dec. 21, 2011, Pettus
Properties et al. filed an Amended Complaint alleging additional
causes of action for Breach of Contract, Negligent
Misrepresentation, and Antecedent Breach/Waiver/Estoppel against
VFC.  On Dec. 28, 2011, Pettus Properties et al. filed the Remand
Motion.

A copy of the Bankruptcy Court's March 20, 2012 Order is available
at http://is.gd/Tt9YNTfrom Leagle.com.

Charlotte, North Carolina-based Pettus Properties, Inc., filed
For Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No.
10-31632) on June 8, 2010.  The Company estimated its assets and
debts at $10 million to $50 million.  Richard M. Mitchell, Esq.,
at Mitchell & Culp, PLLC, serves as the Debtor's bankruptcy
counsel.


PETTUS PROPERTIES: Mitchell & Culp Withdraws as Counsel
-------------------------------------------------------
Richard M. Mitchell, Christopher J. Culp and Mitchell & Culp, PLLC
sought and obtained approval from the U.S. Bankruptcy Court to
withdraw as attorneys of Pettus Properties, Inc.

Discussions about the arrangement of the firm's services to the
Debtor have been contentious and have irreparably harmed the
relationship.  The firm is unable to provide further services to
the Debtor under these circumstances.

Charlotte, North Carolina-based Pettus Properties, Inc., filed
For Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No.
10-31632) on June 8, 2010.  The Company estimated its assets and
debts at $10 million to $50 million.


PHILADELPHIA NEWSPAPERS: Trust May Recoup $30K From Inserts East
----------------------------------------------------------------
Bankruptcy Judge Stephen Raslavich ruled on the Motion for Partial
Summary Judgment filed by PN Chapter 11 Estate Liquidating Trust
in a lawsuit against Inserts East, Incorporated to recover
prepetition transfers made by Philadelphia Newspapers, LLC.  The
Liquidation Trustee seeks summary judgment against Inserts East
with respect to these Counts of the Amended Complaint: Count I for
the avoidance of preferential transfers pursuant to 11 U.S.C. Sec.
547; Count IV for the recovery of avoided transfers pursuant to 11
U.S.C. Sec. 550; and Count V for the disallowance of claims
pursuant to 11 U.S.C. Sec. 502(d) and (j).  While the original
amount at issue in the Amended Complaint was $118,163,  the amount
has been decreased to $65,655 as a result of (i) the Trustee's
concession that six of the transfers at issue were made within the
ordinary course of business between the parties; and (ii) the
Trustee's concession that the Defendant provided subsequent new
value to the Debtor in the amount of $30,294.

In a March 22, 2012 Opinion, Judge Raslavich granted the Trustee
summary judgment.  Based on the Court's conclusion that the
ordinary course of business exception under 11 U.S.C. Sec.
547(c)(2)(A) protects some of the transfers which the Trustee is
seeking to avoid, the amount of the judgment is $37,082 rather
than the higher amount of $65,655 which the Trustee requested.
However, the Trustee is granted pre-judgment interest at the
federal judgment interest rate from the date upon which the
Trustee filed the Amended Complaint.

The Trustee's counsel advised the Court that the Trustee will not
be proceeding on Counts II and III of the Amended Complaint.
Accordingly, these counts are dismissed with prejudice.
The avoidance action is, PN Chapter 11 Estate Liquidating Trust,
Through Its Liquidation Trustee, v. Inserts East, Incorporated,
Adv. Proc. No. 11-00068 (Bankr. E.D. Pa.).  A copy of the Court's
opinion is available at http://is.gd/mEF0x9from Leagle.com.

                  About Philadelphia Newspapers

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owned
and operated numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications were
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 09-
11204) on Feb. 22, 2008.  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  Philadelphia Newspapers estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

The Debtors proposed a plan of reorganization which would sell
substantially all of their assets at an auction.  The Philadelphia
Media Network, which was formed by the Debtors' secured lenders,
acquired the Philadelphia Inquirer, the Daily News and Philly.com
for $105 million in cash.  The Court approved the sale and
confirmed a revised plan at a hearing on Sept. 30.

Philadelphia Newspapers previously won confirmation of a plan
based on the sale of the business to the same group of lenders for
$139 million.  The sale failed to close because the buyers weren't
able to reach agreement on a new labor contract with the Teamsters
union.  After another auction on Sept. 23, the lenders again
emerged as the winning bidder but with a lower offer.

The Plan became effective and the sale closed on Oct. 8, 2010.


PHILLIPS RENTAL: Has Access to Bank's Cash Collateral Until May 18
------------------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee signed an amended agreed order
authorizing Phillips Rental Properties, LLC, to use cash
collateral until May 18, 2012.

The Court will consider the Debtor's request for continued access
to the cash collateral at a May 15, hearing at 9:00 a.m.

As reported in the Troubled Company Reporter on Jan. 6, 2012, any
variance in the expense figures in the interim budget in excess of
10% will require approval by the Court.

The Debtor is authorized to use cash collateral based on a pro
rata distribution of the rents and sale proceeds from each
property in which the Banks have an interest.

As adequate protection, Bank of Tennessee, Carter County Bank,
Citizens Bank, Eastman Credit Union, First Tennessee Bank, Regions
Bank and TriSummit Bank are granted interim replacement liens
in and to all assets of the estate that are within the collateral
descriptions of the Banks' loan and security documents.  In
addition, the Debtor is authorized and agrees to pay the amounts
as set forth in the budget to the Banks within the time periods
specified therein with the first payment being paid on or bejore
Feb. 18, 2011.

As reported in the TCR on Dec. 28, 2010, the Debtor, along with
Gary and Karla Phillips, is a co-maker and guarantor on notes
with:

                              Approximate Amount of Claim
                              ---------------------------
  a. Bank of Tennessee                  $514,748
  b. Carter County Bank                 $204,419
  c. Citizens Bank                      $565,947
  d. Eastman Credit Union             $2,383,489
  e. First Tennessee Bank               $791,808
  f. Regions Bank                     $3,770,512
  g. TriSummit Bank                   $1,036,460

                 About Phillips Rental Properties

Piney Flats, Tennessee-based Phillips Rental Properties, LLC, is
primarily engaged in the business of real estate development for
resale and rental or leasing of properties.  The Company filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel.  According to its schedules, the
Debtor disclosed $13,499,682 in total assets and $9,650,892 in
total liabilities.  No unsecured creditors committee has been
appointed in the case.


QIMONDA RICHMOND: Citibank Fails in Bid to Dismiss Avoidance Suit
-----------------------------------------------------------------
Bankruptcy Judge Mary F. Walrath declined Citibank National
Association's requested to dismiss the complaint filed by the
liquidating trust established in the Chapter 11 cases of Qimonda
North America Corp. and Qimonda Richmond, LLC.  The Trustee seeks
to avoid two allegedly preferential transfers to Citibank: a
deposit of more than $33 million into the Debtors' Citibank
Account (creating a security interest in favor of Citibank on
these funds) and the transfer of those funds from the Debtors'
account to Citibank pursuant to a debit.

Citibank asserts three reasons why the Trustee's preference claims
should be dismissed: (1) the Deposit and Debit fall within the
safe harbor provisions of 11 U.S.C. Section 546(e) as a settlement
payment or payments made "in connection with a securities
contract;" (2) Citibank was a fully-secured creditor and therefore
could not receive more pursuant to the Deposit and Debit than it
would have received in a liquidation; and (3) the preference claim
with respect to the Deposit is facially deficient because it does
not specify who deposited the funds into the account.

In January 2000, a predecessor of the Debtors borrowed $33,688,000
through the issuance of industrial revenue bonds by the Economic
Development Authority of Henrico County, Virginia -- Bonds --
pursuant to an indenture.  U.S. Bank serves as the Indenture
Trustee for the Bonds.  To collateralize the Debtors' obligation
to pay the bondholders, Citibank issued a letter of credit in the
amount of $34,103,332 in favor of the Indenture Trustee.  Under
the LC, Citibank assumed the obligation to pay the Indenture
Trustee upon a valid draw notice.  In exchange for that
undertaking, the Debtors agreed to reimburse Citibank if the LC
was drawn and gave Citibank certain liens on their assets to
secure that obligation.  The LC had an initial expiration date of
Jan. 27, 2001, but automatically renewed in one-year increments
unless Citibank notified the Indenture Trustee of its intent not
to renew at least 90 days prior to the expiration date.  If
Citibank declined renewal, the Indenture Trustee was entitled to
draw on the LC.

As the financial crisis worsened throughout 2008, Citibank sought
additional collateral for the Debtors' obligation to reimburse
Citibank under the LC Agreement.  On Sept. 19, 2008, the Debtors
and Citibank entered into an agreement whereby the Debtors granted
Citibank a security interest in additional collateral, certain
equipment and funds in the Debtors' cash collateral account held
at Citibank.

In October 2008, Citibank provided the requisite 90-day notice to
the Debtors and the Indenture Trustee that it would not renew the
LC on the Jan. 27, 2009, expiration date, triggering the Indenture
Trustee's right to draw on the LC.  The Debtors agreed to
reimburse Citibank in full before or immediately after the
Indenture Trustee drew on the LC or to re-pay the Bonds in full
prior to a draw on the LC.

On Nov. 23, 2008, the Debtors' cash balance in its deposit account
at Citibank was zero.  On Dec. 2, 2008, the Debtors directed the
Indenture Trustee to redeem the Bonds and on Dec. 15, 2008, the
Indenture Trustee sent a redemption notice to the bondholders. The
Debtors then deposited funds into their Citibank Account for
various purposes, including satisfying their obligation to
reimburse Citibank under the LC.  On Dec. 31, 2008, the Debtors'
cash balance in the Citibank account was $47,937,873.  On Jan. 2,
2009, Citibank debited the Debtors' account for $33,715,873 and
paid that amount to the Indenture Trustee which retired the Bonds.
Citibank then released its liens against the Debtors' property.

On Feb. 11, 2011, the Trustee filed a Complaint against Citibank
seeking to avoid and recover fraudulent and preferential
transfers.  Citibank filed a Motion to Dismiss the Complaint which
the Trustee opposed.

The lawsuit is, EPLG I, LLC, as Trustee for the QR Liquidating
Trust, v. Citibank, National Association and U.S. Bank, National
Association, Adv. Proc. No. 11-50603 (Bankr. D. Del.).  A copy of
Judge Walrath's March 26, 2012 Memorandum Opinion is available at
http://is.gd/zEBTa8from Leagle.com.

                         About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- was a global
memory supplier with a diversified DRAM product portfolio.  The
Company generated net sales of EUR1.79 billion in financial year
2008 and had -- prior to its announcement of a repositioning of
its business -- roughly 12,200 employees worldwide, of which
1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on Jan. 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Lee E. Kaufman, Esq., at
Richards Layton & Finger PA, in Wilmington Delaware; and Mark
Thompson, Esq., Morris J. Massel, Esq., and Terry Sanders, Esq.,
at Simpson Thacher & Bartlett LLP, in New York City, represented
the Debtors as counsel.  Roberta A. DeAngelis, the United States
Trustee for Region 3, appointed seven creditors to serve on an
official committee of unsecured creditors.  Jones Day and Ashby &
Geddes represented the Committee.  In its bankruptcy petition,
Qimonda Richmond, LLC, estimated more than US$1 billion in assets
and debts.  The information, the Chapter 11 Debtors said, was
based on QR's financial records which are maintained on a
consolidated basis with QNA.

In September 2011, the Chapter 11 Debtors won confirmation of
their Chapter 11 liquidation plan which projects that unsecured
creditors with claims between US$33 million and US$35 million
would have a recovery between 6.1% and 11.1%.  No secured claims
of significance remained.


QUALTEQ INC: Wants to Incur $38MM Exit Loan from Bayside Vmark
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
according to Qualteq, Inc., et al.'s case docket, has adjourned to
April 3, 2012, at 9:30 a.m., the hearing to consider the motion to
enter into an exit financing commitment letter.

The Debtors are asking the Court for authorization to:

   a) enter into a commitment letter with respect to exit
      financing to be provided by Bayside Vmark Funding, LLC;

   b) pay deposit and certain fees in connection therewith; and

   c) honor all other obligations thereunder.

The Debtors explained that obtaining exit financing is a key
milestone in their successful emergence from bankruptcy and
consummation of the transactions contemplated under the Plan.
Under the Commitment Letter and the term sheet, Bayside has agreed
to provide the Debtors with exit financing consisting of a term
loan facility in the amount of up to $38 million.

The Exit Facility will be used to satisfy all obligations of and
claims against the Debtors, including without limitation:
(i) approximately $10 million of prepetition bank debt; (ii)
$10 million of prepetition unsecured claims; (iii) administrative
expense claims; (iv) transaction expenses; and (v) potential
fraudulent transfer liability.

The material terms of the Exit Facility include:

   -- The Debtors agree to pay or reimburse Bayside for all
reasonable and documented expenses.

   -- The Debtors agree that in the event they, or any of their
subsidiaries or their advisors or representatives, receives any
offer or proposal, whether oral or written, with respect to the
arrangement, sale, solicitation, syndication, or issuance of any
credit facilities, equity, or debt security (including any
renewals thereof), they will promptly inform (and, to the
extent available, provide a copy to) Bayside of the terms thereof.

   -- The Commitment Letter further requires that and the Debtors
agree that the order entered by the Court authorizing the Debtors
to enter into the Commitment Letter, to pay the Deposit, and to
honor their other obligations under the Commitment Letter will
provide that all due diligence by Bayside or at the direction of
Bayside in connection with the Senior Credit Facility and the
other Transactions and all Financing Documentation (each as
defined in the Commitment Letter), whether in draft or final form,
shall be and remain the exclusive property of Bayside without the
Debtors having any rights to the information until the Closing
Date, regardless of whether the costs and expenses incurred in
connection with the due diligence and Financing Documentation are
reimbursed by the Debtors.

   -- The Debtors are required to effectuate the Plan by May 31,
2012.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


RYAN INTERNATIONAL: Has Final Order to Use Cash Through July 9
--------------------------------------------------------------
Ryan International Airlines Inc. and its debtor-affiliates
obtained a final court order authorizing them to use cash
collateral of INTRUST Bank N.A. and grant adequate protection to
the lender.  The Debtors may use cash collateral through July 9,
2012.

As of the petition date, INTRUST Bank is owed $53.2 million under
a prepetition credit facility.  The debt is secured by liens on
the Debtors' assets.

On March 8, the Debtors obtained interim authority to use the
lender's cash collateral.  In seeking to use cash collateral, the
Debtors said they do not have insufficient sources of working
capital to continue the orderly operation of their businesses and
administration of their estates.

The Final DIP Order grants the Official Committee of Unsecured
Creditors to comment or object to the Final Order.  The Court will
hold a hearing March 28 on any comment or objection of the
Creditors' Committee.

INTRUST Bank is represented by Thomas P. Sandquist, Esq., of
WilliamsMcCarthy LLP; and Edward J. Nazar, Esq. --
ednazar@redmondnazar.com -- at Redmond & Nazar LLP.

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marshall Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.


RYAN INTERNATIONAL: Has 5-Member Creditors' Committee
-----------------------------------------------------
Patrick S. Layng, the Untied States Trustee, appointed five
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Ryan International Airlines, Inc.

The Committee members are:

     (1) Air Line Pilots Association International
         1625 Massachusetts Avenue, N.W.
         Washington, D.C. 20036

         Captain David "Erik" Sparks (Interim Chair)
         8144 Buena Vista Drive
         Denver, NC 28037
         Tel: (704) 622-6341

     (2) BBAM Aircraft Management, LLC
         50 California Street, 14th Floor
         San Francisco, CA 94111

         Richard Strollo
         126 East 56th Street, Suite 2610
         New York, NY 10022
         Tel: (212) 415-0262

     (3) Wright Express Financial Services
         7090 Union Park Center, Suite 350
         Midvale, UT 84047

         Dan Simpson
         7090 Union Park Center, Suite 350
         Midvale, Utah 84047
         Tel: (801) 568-4365

     (4) Euro Jet Intercontinental
         12 Mount Havelock
         Douglas, IM12QG
         Isle of Man, UK

         Karol Bodnar
         12 Mount Havelock
         Douglas, IM12QG
         Isle of Man, UK
         Tel: 420 736648122

     (5) Professional Insurance Management
         Post Office Box 12750
         Wichita, KS 67277

         Nathan Hoffman
         8301 E. 21st St. N., Suite 450
         Wichita, KS 67208
         Tel: (316) 262-4000

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marshall Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

Prepetition lender INTRUST Bank is represented by Thomas P.
Sandquist, Esq., of WilliamsMcCarthy LLP; and Edward J. Nazar,
Esq., at Redmond & Nazar LLP.


SEITEL INC: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Seitel Inc. to 'B' from 'B-'. The outlook
is stable.

"At the same time, we raised the issue rating on Seitel's senior
unsecured notes to 'B' (same as the corporate credit rating) from
'B-'. The recovery rating on this debt issue remains unchanged at
3', indicating our expectation for meaningful (50% to 70%)
recovery in the event of a default," S&P said.

"The rating on Seitel reflects our assessment of the company's
'vulnerable' business risk and 'aggressive' financial risk," said
Standard & Poor's credit analyst Carin Dehne-Kiley. "The ratings
incorporate the continued recovery of the North American oilfield
services industry from the trough levels of 2009, along with the
company's improved liquidity position and debt leverage measures.
Seitel's cash EBITDA was roughly $115 million in each of the past
two years as a result of the increased North American rig count,
the E&P industry's shift to resource plays, and associated seismic
data acquisition activity. This is a significant improvement over
the $33 million cash EBITDA posted in 2009. The improved financial
performance has enhanced the company's liquidity position such
that total liquidity was $105 million as of Dec. 31, 2011, with a
cash balance of $75 million and $30 million available on its
undrawn credit facility. Debt levels were also reduced by a $125
million equity infusion from Centerbridge Partners (a private
investment firm) in mid-2011."

"We view Seitel's business risk as 'vulnerable'. Seitel provides
seismic data and processing services to oil and gas companies
ranging from small, independent producers to major integrated
firms. Demand is closely correlated with E&P firms' capital
budgets, which are typically influenced by commodity prices and
available capital. Although natural gas-directed drilling held up
better than anticipated during the first half of 2011 due to
hedging, drilling to hold leases and other factors, the U.S.
natural gas rig count has begun to drop, and we expect this trend
to continue through 2012. Nevertheless, current demand for seismic
data is being spurred by oil and liquids-rich drilling (primarily
in onshore resource plays), the growing use of seismic data in the
development phase of a field, the fragmented ownership of many
resource plays, and the return of the majors to onshore North
American drilling activity," S&P said.

"Seitel's current data acquisition activity is focused on the oil-
prone Eagle Ford shale, Montney and Cardium plays in Canada, as
well as the gas and liquids-rich Marcellus shale. Although
industry conditions look brighter over the next few quarters, they
have historically been volatile, and could drop off sharply in the
event of lower oil or natural gas liquids prices. In addition, as
E&P companies' natural gas hedges and drilling requirements taper
off in late 2012, we would expect a continued drop in natural gas
drilling, which, if not offset by an increase in oil drilling,
could weigh on Seitel's profitability," S&P said.

"Not only is Seitel's business highly influenced by commodity
prices, the seismic industry is very competitive. While Seitel has
the largest onshore seismic library in North America and has a top
or second position in most of its key markets, its chief
competitors include larger, better capitalized geophysical firms
such as WesternGeco (a wholly owned subsidiary of Schlumberger
Ltd.) and Compagnie Generale de Geophysique - Veritas, both of
which have broader geographical scope and product offerings. It
also competes against a range of smaller, regional competitors.
However, Seitel outsources all of its seismic acquisition service
needs, and as a result, its fixed-cost base is lower than that of
seismic acquisition firms such as Global Geophysical Services
Inc.," S&P said.

"The outlook is stable. Seitel has demonstrated improved financial
performance and healthier credit measures over the past two
years," Ms. Dehne-Kiley continued. "However, it continues to
maintain a high debt to capital ratio--more than 70%--and is
subject to volatile industry conditions. A potential drop in the
price of crude oil or natural gas liquids could lead to a drop in
drilling activity in 2012 that could quickly lead to much lower
cash flows at Seitel, leading to higher debt leverage. We would
consider lowering the ratings on Seitel if debt to cash EBITDA
exceeds 5.0x, or if liquidity becomes constrained. Our internal
forecast indicates that even if cash resales declined by 35%,
leverage in 2012 would still be below 5.0x. We view an upgrade
over the outlook period as unlikely given the company's relatively
small scale and vulnerable business risk profile."


SK FOODS: Hearing on Ch.11 Trustee's Appeals Reset to April 23
--------------------------------------------------------------
Senior District Judge Lawrence K. Karlton re-scheduled for
April 23, 2012 at 10:00 a.m. the hearing on various appeals by
Bradley D. Sharp, the Chapter 11 Trustee for SK Foods L.P.

Judge Karlton's order indicates that Frederick Scott Salyer has
entered a plea of guilty, U.S. v. Salyer, 10 Cr. 61 (March 23,
2012), and that a contested sentencing hearing is currently
scheduled for July 10, 2012.

"Appellees shall therefore file a letter with this court no later
than seven days from the date of this order advising this court
whether they still require a stay of the bankruptcy court
proceedings, in light of the guilty plea.  The letter shall be no
longer than two pages in length, and shall only advise the court,
and shall not argue, re-argue or supplement their appeal papers.
Appellant (the Trustee), may file a responsive letter, no later
than seven days from the date of appellees' letter, which shall be
subject to the same constraints as were imposed on appellees," the
Order said.

A copy of Judge Karlton's March 26, 2012 Order is available at
http://is.gd/D5STYVfrom Leagle.com.

SK Foods LP ran a tomato processing facility.  It filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.  Creditors filed an involuntary Chapter 11 petition
against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc.
(Bankr. E.D. Calif. Case No. 09-29161) on May 8, 2009.  SK Foods
had said it was preparing to file a voluntary Chapter 11 petition
when the creditors initiated the involuntary case.  The Company
later put itself into Chapter 11 and Bradley D. Sharp was
appointed as Chapter 11 trustee.  The Debtors were authorized on
June 26, 2009, to sell the business for $39 million cash to a U.S.
arm of Singapore food processor Olam International Ltd.  The
replacement cost for the assets is $139 million, according to
Olam.

As reported by the Troubled Company Reporter on Feb. 19, 2010, a
federal grand jury returned a seven-count indictment charging
Frederick Scott Salyer, former owner and CEO of SK Foods, with
violations of the Racketeer Influenced and Corrupt Organizations
Act, in connection with his direction of various schemes to
defraud SK Foods' corporate customers through bribery and food
misbranding and adulteration, and with wire fraud and obstruction
of justice.


SOLYNDRA LLC: Did Not Mislead Energy Dept., CRO Report Says
-----------------------------------------------------------
R. Todd Neilson, the chief restructuring officer appointed in the
Chapter 11 case of Solyndra LLC, filed with the U.S. Bankruptcy
Court the results of his four-month-long investigation.  The 196-
page report concludes Solyndra didn't mislead the U.S. Department
of Energy about its financial health in connection with its
$535 million federal loan guarantee.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Mr. Neilson's report said that Solyndra was never
profitable, generated greater losses as sales increased, and
completed construction of a plant that "along with other factors
led to its demise."

He said, according to Bloomberg, Solyndra might have been
successful had the price per watt remained at $3.30.  He said the
drop in price to $1 a watt was probably the single greatest
contributor to Solyndra's failure.

Revenue was less than half the level projected when Solyndra
applied for $535-million government-backed loan.  By July 2011,
losses totaled almost $1.1 billion while long-term debt exceeded
$787 million.  Cash had dwindled to just $18 million.

Mr. Neilson pointed out that while the government sustained a
loss, so did private investors who provided $1.2 billion in
capital.

                         About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

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

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Solyndra began piecemeal auctions of the assets
on Feb. 22, 2012.  It has auctioned non-core assets and obtained
$6.2 million.  Solyndra also took in $1.86 million from the sale
of miscellaneous equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SPROUTS FARMERS: Moody's Confirms 'B2' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service confirmed Sprouts Farmers Markets, LLC
B2 Corporate Family and Probability of Default ratings .
Additionally, Moody's confirmed the B2 rating on company's
existing $310 million senior secured term loan and $50 million
senior secured revolving credit facility. Moody's also assigned a
B2 rating to the company's proposed $100 million add-on senior
secured term loan. The rating outlook is stable. These rating
actions conclude the review for possible downgrade initiated on
March 12, 2012 following Sprouts' announcement that it had signed
a definitive agreement to acquire Sunflower Farmers Market.

"The acquisition will result in the combination of two very
similar grocery store concepts with very little geographic overlap
and will therefore have relatively low integration costs and
minimal disruption in customer base," Moody's Senior Analyst
Mickey Chadha stated. "We expect the acquisition to be leverage
neutral as the transaction is being financed with a combination of
debt and equity."

The following ratings are confirmed and point estimates updated:

Corporate Family Rating at B2

Probability of Default rating at B2

$310 million Senior Secured Term Loan maturing 2018 at B2 (LGD3
45% from LGD4, 50%)

$50 million Senior Secured Revolving Credit Facility maturing
2016 at B2 (LGD3 45% from LGD4, 50%)

The following rating is assigned:

Proposed new $100 million Senior Secured Add-on Term Loan
maturing 2018 at B2 (LGD3 45%)

Ratings Rationale

Sprouts' B2 Corporate Family Rating reflects its high leverage,
relatively small scale, aggressive growth strategy, increased
amount of funded debt and financial policy risk. The ratings also
reflect the company's attractive market niche and good operating
performance in a challenging economic and competitive environment
and good liquidity.

The stable outlook incorporates Moody's expectation that Sprouts'
same store sales growth will remain positive, the integration of
Sunflower will not result in deterioration in liquidity or margins
and there will be no material change in industry conditions due to
the sluggish economic recovery. Therefore Moody's does not expect
any meaningful debt reduction or improvement in credit metrics in
the next 12 months. The outlook also reflects Moody's expectation
that the company will not make any material change in financial
policies.

Ratings could be upgraded should the company demonstrate
improvement in profitability and operating margins while
maintaining good liquidity. Quantitatively, an upgrade could be
achieved if debt to EBITDA is sustained below 4.5 times and EBITA
to interest is maintained in excess of 2.25 times.

Ratings could be downgraded if debt to EBITDA is sustained above
5.5 times, or if EBITA to interest is sustained below 1.5 times.
Ratings could also be downgraded if the company's same store sales
or cash flow deteriorates or if operating performance indicates
loss of customer traffic or if there is a shift towards a more
aggressive financial policy.

Sprouts Farmers Market, LLC is a specialty food retailer
headquartered in Phoenix, Arizona. Pro forma for the Sunflower
Farmers Market acquisition the company will operate 139 stores in
8 states including Arizona, California, Texas, Colorado, New
Mexico, Nevada, Oklahoma and Utah. After the closing of the
Sunflower acquisition an affiliate of Apollo Management will own
47.4% of Sprouts with the rest owned by the founding family and
private investors (33.2%), Sunflower shareholders (11.4%) and
management (8%).

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


STOCKTON, CA: Former Bankruptcy Judge Named Mediator
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ralph Mabey, a former U.S. bankruptcy judge, was
selected as mediator to conduct negotiations between Stockton,
California, and its creditors.  Judge Mabey is now a lawyer in
Salt Lake City.  Mediation is required by California law before a
municipality is permitted to file for Chapter 9 municipal
bankruptcy.


STOCKTON, CA: Moody's Cuts Pension Obligation Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B1 the rating
on the City of Stockton's 2007 pension obligation bonds, and
downgraded to Caa1 from B2 the rating on the city's 2006 lease
revenue refunding bonds. Concurrently, Moody's has affirmed the
city's Ba2 Issuer Rating, the rating on the city's sewer
enterprise revenue bonds of Ba1, on its water enterprise revenue
bonds of Ba3, and on the two Moody's rated community facilities
districts' special tax bonds of Baa2. All the city's long-term
ratings remain under review for downgrade.

Ratings Rationale

Moody's rating action on the city's general fund obligations (its
pension obligation and lease revenue bonds) reflects the growing
likelihood of default and the potential for less than 100%
recovery for bondholders as the city continues down the path of
mediation and potential bankruptcy. The city has taken the steps
needed to begin the mediation process, although a mediator has not
yet been selected and therefore the 60 to 90 day mediation process
has not yet officially begun. During the 60 to 90 day mediation
process, the city's general fund creditors will most likely be
faced with an offer to accept less than full amounts due in
exchange for avoiding the expense and uncertainty of a bankruptcy
proceeding. Moody's would consider such an offer, if accepted, to
be a "forced exchange" and the equivalent to a debt service
payment default. The B3 rating on the pension obigation bonds
reflects a likely recovery, in the event of a default, of 95% to
97%, while the Caa1 rating on the lease supported obligations
reflects a lower potential recovery, though still above 90%.

The affirmation of the city's Ba2 Issuer Rating primarily reflects
the fact that this rating represents the equivalent of the city's
voter-approved, unlimited tax general obligation bonds, were it to
have such debt outstanding. The security for a California
municipality's unlimited tax general obligation debt is extremely
strong. This strength is based on the constitutional requirement
that property taxes levied for GO bond repayment may not be used
for any other purpose than the related debt repayment. GO bond
investors also benefit from a lock-box structure which requires
that the county levy and collect the taxes. Such pledges have been
demonstrated to receive favorable treatment in bankruptcy
proceedings in California, largely owing to the "special revenue"
nature of the California local government GO bond pledge. The
Issuer Rating also reflects the risk that the favorable treatment
received to date is not based on well established legal precedent,
suggesting that this treatment may not be consistently applied.
The city's Issuer Rating therefore also reflects the risk
associated with the city's potential bankruptcy filing once the
mediation process is completed.

The Baa2 ratings on the special tax bonds, B1 ratings on the sewer
revenue bonds, and Ba3 ratings on the water revenue bonds
primarily reflect the expectation that these obligations woulod be
protected in the event of city's bankruptcy, owing their being
obligations secured by sound special revenue streams. Like the
Issuer Rating, however, these ratings reflect the uncertainties
that these obligations would face were the city to file for
bankruptcy after the mediation process.

The Ba3 rating on the water revenue bond additionally reflects the
enterprise's likelihood of defaulting on a demand for immediate
reimbursement (if made) by the letter of credit bank supporting
$55 million of the enterprise's outstanding debt. As we've
previously noted, tby itself the city's adoption of the resolution
to enter into mediation likely represents the city's stated
inability to pay its obligations when due, which is a defined
event of default under the LOC reimbursement agreement. The
reimbursement agreement permits the bank, at its option, to make a
full and immediate reimbursement demand. Such a demand, if it were
exercised, would put severe and likely unmanageable liquidity
pressure on the enterprise and imperil payments on the
enterprise's other, fixed rate parity obligations.

By adopting the resolution to proceed with the mediation, the city
clearly indicated a significantly diminished willingness to make
debt service payments beyond the end of the current fiscal year.
The city indicated that all of its near-term debt obligations
would be paid from other revenue sources, cash funded debt service
reserves, or bond insurers, thereby avoiding a debt service
payment default. However in its material event notice leading up
to adoption of the resolution, the city explicitly stated that "no
assurance can be given" that these obligations will be paid in
future fiscal years.

The ratings on the general fund obligations, as well as those
discussed above, also reflect the city's indication that it is in
the process of restating prior year audited financial results.
While this process is in its preliminary stages and only estimates
have been released, the potential for restatement reduces the
credibility of the city's financial reporting to date for all of
its obligations, not just those subject to the mediation process.
Future rating reviews will reflect the likely continued
sufficiency and accuracy of the city's reported financial
information.

All of the city's ratings remain on review for further downgrade.
Future rating action will be driven primarily by the results of
the mediation process and whether or not the city ultimately files
for bankruptcy protection.

WHAT COULD CHANGE THE RATINGS - UP

-- Significantly improved economic performance leading to a
   resumption of revenue growth

-- Restored structural balance in the city's budget, whether from
   revenue growth or expenditure reduction

-- Successful avoidance of a bankruptcy filing without a debt
   service payment default or forced exchange

WHAT COULD CHANGE THE RATINGS - DOWN

-- A bankruptcy filing by the city

-- Significant, negative restatement of the city's financial
   results indicating a materially weaker balance sheet than had
   been reported previously

-- The city's default on any capital lease obligation or other
   long-term debt

-- Indications that expected recovery in the event of default has
   deteriorated beyond currently anticipated levels

-- The water enterprise's variable rate revenue bonds become
   immediately due

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


SUNSHINE HEART: Ernst & Young Raises Going Concern Doubt
--------------------------------------------------------
Sunshine Heart, Inc., filed on March 23, 2012, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2011.

Ernst & Young LLP, in Minneapolis, Minnesota, expressed
substantial doubt about Sunshine Heart's ability to continue as a
going concern.  The independent auditors noted that of the
Company's recurring losses from operations and projected future
capital requirements.

The Company reported a net loss of US$16.2 million on no sales for
2011, compared with a net loss of US$7.6 million on US$407,000 of
sales for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
US$7.4 million in total assets, US$2.8 million in total
liabilities, and stockholders' equity of US$4.6 million.

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

                       http://is.gd/nF3mby

Valley View Road, Minn.-based Sunshine Heart, Inc., is an early-
stage medical device company focused on developing, manufacturing
and commercializing our C-Pulse Heart Assist System for treatment
of Class III and ambulatory Class IV heart failure.


TAYLOR MORRISON: Moody's Assigns B1 CFR, Rates Unsec. Notes B2
--------------------------------------------------------------
Moody's Investors Service assigned B1 corporate family rating and
probability of default ratings to Taylor Morrison Communities,
Inc. (a U.S. issuer) and to its Canadian co-issuer, Monarch
Communities Inc. (collectively, "Taylor Morrison"). At the same
time, Moody's assigned a B2 rating to Taylor Morrison's proposed
$500 million senior unsecured note offering due 2020. The rating
outlook is stable.

Ratings Rationale

TMM Holdings Limited Partnership was formed in July 2011 by the
private equity companies, TPG Capital, Oaktree Capital Management,
and JH Investments, when they acquired the North American
operations of Taylor Wimpey plc, a UK homebuilder. The North
American business of Taylor Wimpey plc included Taylor Morrison
Communities in the U.S. and Monarch Communities in Canada.

The $500 million of senior unsecured notes are being issued to
retire the remaining $350 million balance on the $500 million
unsecured loan provided by the sponsors in connection with the
acquisition in July 2011 and to add to Taylor Morrison's
liquidity. $150 million of the loan balance is being contributed
by the sponsors to TMM Holdings Limited Partnership in exchange
for additional equity.

This is the first time Moody's is rating Taylor Morrison.

The following rating actions were taken:

Corporate family rating assigned a B1;

Probability of default rating assigned a B1;

Proposed $500 million senior unsecured notes due 2020 assigned a
B2, (LGD5, 73%);

The rating outlook is stable.

The unsecured notes are notched below the corporate family rating
because of the sizable proportion of secured debt and debt-like
obligations in the capital structure.

The notes will be guaranteed on a senior unsecured basis by Taylor
Morrison Holdings, Inc. and by TMM Holdings Limited Partnership,
which are direct and indirect parents of Taylor Morrison
Communities, Inc. and of Monarch Communities Inc. In addition, the
notes will be guaranteed by certain existing and future U.S.
operating subsidiaries of Taylor Morrison Communities, Inc. The
operating subsidiaries of Monarch Communities Inc. are organized
under Canadian law and will not guarantee the notes.

The B1 corporate family rating reflects the company's track record
of profitability and solid gross margin performance, moderate
adjusted homebuilding debt leverage, geographic diversity
including a strong presence in Canada, and a land position that
appears to be realistically valued. At the same time, the rating
incorporates the company's limited time as an independent, stand-
alone entity, the negative cash flow from operations that Moody's
is projecting for at least the next two years, the lumpiness in
the company's projected revenues and earnings from its high-rise
exposure in Toronto, the long land position, and the still-
uncertain U.S. economy together with a housing market attempting
to gain traction.

The stable rating outlook reflects Moody's expectation that the
company will continue being profitable on a net income basis,
generate solid gross margins, and gradually reduce its adjusted
homebuilding debt to capitalization as the U.S. market slowly
begins to improve while the Canadian market remains healthy. The
outlook also assumes that the company will maintain adequate
liquidity and prudently manage its land spend.

The company's liquidity is supported by its adequate pro forma
unrestricted cash balance of approximately $414 million at
December 31, 2011, the availability under its $75 million secured
revolving credit facility, and an extended debt maturity schedule.
The expected negative cash flow generation as the company pursues
land investments and the need to maintain compliance with
financial covenants in the credit agreement, however, constrain
the liquidity.

The ratings could be considered for an upgrade if the company
improves its scale and geographic diversity, expands its
profitability, builds tangible net worth in excess of $1 billion,
reduces adjusted homebuilding debt to capitalization to below 50%
on a sustained basis, and maintains good liquidity.

The ratings could be pressured if the company becomes
unprofitable, its adjusted homebuilding debt to capitalization
rises above 60%, homebuilding interest coverage remains below 2.0x
for an extended period of time, or if liquidity deteriorates.

The principal methodology used in rating Taylor Morrison was the
Global Homebuilding Industry Methodology published in March 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.

Taylor Morrison is headquartered in Scottsdale, Arizona and builds
homes and develops master planned communities in the U.S. and
engages in high-rise and low-rise residential development in
Canada. In the fiscal year ended December 31, 2011, the company
generated approximately $1.36 billion in homebuilding revenues and
delivered 3,920 homes.


TERRESTAR CORP: Wants Control of Case Through October 2012
----------------------------------------------------------
Terrestar Corporation and its debtor-affiliates are seeking yet
another extension of the periods within which they have the
exclusive right to file and solicit acceptances of a plan of
reorganization.

The Motion is the TSC Debtors' fifth request for extension and was
lodged March 26, four days after Judge Sean H. Lane graned the TSC
Debtors an extension of their Exclusive Plan Filing Period through
and including May 14, 2012, and the Exclusive Solicitation Period
through and including July 13, 2012.

The TSC Debtors now seek an 87-day extension of the Exclusivity
Periods.  hey want the Exclusive Filing Period stretched to Aug. 9
and the Exclusive Solicitation Period to Oct. 8, 2012.

The TSC Debtors said their request is supported by Highland
Capital Management, L.P. and certain of its affiliated and managed
funds; Solus Alternative Asset Management LP; and West Face Long
Term Opportunities Global Master L.P.

The TSC Debtors filed a Second Amended Joint Chapter 11 Plan of
TerreStar Corporation, Motient Communications Inc., Motient
Holdings Inc., Motient License Inc., Motient Services Inc.,
Motient Ventures Holding Inc., MVH Holdings Inc., TerreStar
Holdings Inc. and TerreStar New York Inc. and an accompanying
Disclosure Statement explaining the Plan in January.  The Court
approved the Disclosure Statement in an order dated Jan. 17.  On
Feb. 8, the TSC Debtors filed plan supplement documents.  A
hearing on confirmation of the Plan is currently scheduled for
April 11.

The TSC Debtors are soliciting the Plan for vote; however,
solicitation may not be complete before the expiration of the
Exclusive Periods.

The voting deadline with respect to the Plan was Feb. 24, 2012.
However, the voting deadline has been extended for certain of the
TSC Debtors' key stakeholders and creditors to facilitate further
negotiations concerning the Plan.

The TSC Debtors also said they are involved in complex and
delicate negotiations with certain of their significant
stakeholders and creditors.  The TSC Debtors said they need to
maintain flexibility to continue these negotiations and
incorporate any potential resolution into their Plan and
Disclosure Statement should negotiations extend beyond May 14.  As
a result, the TSC Debtors seek an extension of the Exclusivity
Periods.

The TSC Debtors noted that they have been paying their bills as
they come due. Further, in the days since filing their chapter 11
cases, the TSC Debtors have made significant progress in
negotiating with their preferred stockholders, culminating in the
filing of the Plan and approval of the Disclosure Statement.  In
addition, the TSC Debtors' debtor-in-possession financing facility
was satisfied in full on Jan. 3, 2012.

NexBank, SSB, serves as agent for the lenders under the TSC
Debtors' bridge loan agreement and as agent for the TSC Debtors'
post-petition DIP financing.

Weil, Gotshal & Manges LLP serves as counsel to Harbinger Capital
Partners LLC and certain of its managed and affiliated funds.
Wachtell, Lipton, Rosen & Katz serves as counsel to Highland
Capital Management, L.P. and certain of its managed and affiliated
funds.  Quinn Emanuel Urquhart & Sullivan, LLP argues for Solus
Alternative Asset Management LP.  Quinn Emanuel also serves as
counsel to the agent for the TSC Debtors' post-petition DIP
financing.

The March 22 Order provides that, if the TSC Debtors withdraw the
Plan, the Preferred Stockholders reserve the right to seek to
terminate the Exclusive Periods.

A hearing on the TSC Debtors' request is set for April 12, 2012,
at 10:00 a.m. (ET).

                     About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion.  It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar.  Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out.  TerreStar
Networks scrapped that plan in 2011 in favor of the auction.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors.  The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.

Judge Lane approved on Feb. 14, 2012, TerreStar Networks Inc.'s
Chapter 11 plan to divvy up the proceeds from the sale to Dish
Network.


TERRESTAR CORP: Court Rejects Bid to Stay Plan Voting
-----------------------------------------------------
Bankruptcy Judge Sean H. Lane denied the request of shareholder
Aldo Ismael Perez for a stay of the order approving (i) the
disclosure statement the Joint Chapter 11 Plan of Terrester
Corporation and its debtor-affiliates and (ii) establishing
solicitation and voting procedures with respect to the Joint
Chapter 11 Plan, pending his pro se appeal from the Bankruptcy
Court's order denying his request to appoint an examiner case.
Judge Lane said the Debtors would sustain a substantial injury if
a stay were granted.  The Disclosure Statement Order was entered
Jan. 17, 2012.  The request of Mr. Perez was not received by the
Bankruptcy Court until a month later, well into the voting process
contemplated by the disclosure statement. The Debtors have
expended substantial time and money in the solicitation process on
their plan, all of which would be wasted if the case were frozen
at this juncture.  The Bankruptcy Court also does not believe Mr.
Perez has a substantial likelihood of success on the merits of his
appeal.

A copy of Judge Lane's March 26, 2012 Memorandum Opinion and Order
is available at http://is.gd/0TxRQPfrom Leagle.com.

                     About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion.  It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar.  Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out.  TerreStar
Networks scrapped that plan in 2011 in favor of the auction.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors.  The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.

Judge Lane approved on Feb. 14, 2012, TerreStar Networks Inc.'s
Chapter 11 plan to divvy up the proceeds from the sale to Dish
Network.


THORNBURG MORTGAGE: Orrick Retention Order Vacated
--------------------------------------------------
Bankruptcy Judge Duncan W. Keir signed off on a Stipulation and
Consent Order vacating the order approving the retention of
Orrick, Herrington & Sutcliffe, LLP, as special counsel to TMST,
Inc., f/k/a Thornburg Mortgage, Inc.  The Bankruptcy Court
authorized Thornburg Mortgage to employ Orrick as special counsel
pursuant to a May 22, 2009 order.

On Feb. 13, 2012, Joel I. Sher, the Chapter 11 Trustee for
Thornburg Mortgage, sought approval of a settlement agreement
between Orrick, the Chapter 11 Trustee, the US Trustee and other
parties in the Lawsuits styled Joel I. Sher, Chapter 11 Trustee v.
SAF Financial, Inc., et al., Case No. 10-1895 and W. Clarkson
McDow, Jr., United States Trustee v. Orrick Herrington &
Sutcliffe, LLP, Case No. 10-2619, pending in the United States
District Court for the District of Maryland, the cases having been
consolidated into Case No. 10-1895.  Pursuant to the terms of the
Settlement Agreement, the Chapter 11 Trustee, US Trustee and
Orrick have agreed that the Retention Order is to be vacated.

A copy of the March 27, 2012 Stipulation is available at
http://is.gd/220NN2from Leagle.com.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TITAN PHARMACEUTICALS: OUM & Co. Raises Going Concern Doubt
-----------------------------------------------------------
Titan Pharmaceuticals, Inc., filed on March 15, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

OUM & Co. LLP, in San Francisco, California, expressed substantial
doubt about Titan Pharmaceuticals' ability to continue as a going
concern.  The independent auditors noted that the Company's cash
resources will not be sufficient to sustain its operations through
2012 without additional financing, and that the Company also has
suffered recurring operating losses and negative cash flows from
operations.

The Company reported a net loss of $15.2 million on $4.1 million
of revenues for 2011, compared with a net loss of $5.6 million on
$10.1 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $10.2 million
in total assets, $30.3 million in total liabilities, and a
stockholders' deficit of $20.1 million.

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

                       http://is.gd/Fol93B

South San Francisco, California-based Titan Pharmaceuticals, Inc.,
is a biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system (?CNS?)
disorders.


TRANSATLANTIC PETROLEUM: KPMG LLP Raises Going Concern Doubt
------------------------------------------------------------
TransAtlantic Petroleum Ltd. filed its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2011.

KPMG LLP, in Calgary, Canada, expressed substantial doubt about
TransAtlantic Petroleum's ability to continue as a going concern,
The independent auditors noted that the Company has suffered
recurring losses from operations and has a working capital
deficiency.

The Company reported a net loss of US$115.8 million on
US$126.3 million of revenues for 2011, compared with a net loss of
US$69.7 million on US$70.9 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
US$444.0 million in total assets, $267.8 million in total
liabilities, and stockholders' equity of US$176.2 million.

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

                       http://is.gd/ViJzFd

Istanbul, Turkey-based TransAtlantic Petroleum Ltd. (TSX:
TNP)(NYSE-AMEX: TAT) -- http://www.transatlanticpetroleum.com/--
is an international oil and natural gas company engaged in
acquisition, exploration, development and production.  The Company
holds interests in developed and undeveloped oil and natural gas
properties in Turkey, Bulgaria and Romania.  As of March 1, 2012,
it held approximately 5.4 million net onshore acres.  As of
March 1, 2012, approximately 40% of its outstanding common shares
were beneficially owned by N. Malone Mitchell, 3rd, the chairman
of the its board of directors and chief executive officer.


TRIDENT MICROSYSTEMS: Sigma Designs-Led Auction on April 2
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trident Microsystems Inc. will hold an auction on
April 2 to learn if anyone will pay more than the approximately
$21 million that Sigma Designs Inc. is offering for the television
business.  Under procedures approved on March 23 by the bankruptcy
court in Delaware, competing bids are due March 30.  A hearing for
approval of the sale will take place April 4.  Patents aren't
among the assets being sold. The price is subject to a working
capital adjustment.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., designs,
develops, and markets integrated circuits and related software for
processing, displaying, and transmitting high quality audio,
graphics, and images in home consumer electronics applications
such as digital TVs, PC-TV, and analog TVs, and set-top boxes.
The Company has research and development facilities in Beijing and
Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The
Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad,
India; Austin, Texas; and Sunnyvale, California.  The Company has
sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and
Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai,
India; and Suresnes, France. The Company also has operations
facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

The Official Committee of Equity Security Holders tapped Dewey &
LeBoeuf LLP serves as attorneys, Bayard, P.A., as co-counsel, and
Alvarez & Marsal North America, LLC, as financial advisors.

The Debtors sold to Entropic Communications Inc. their set-top box
business for $65 million.  Entropic came out on top after a 15-
hour court-sanctioned auction.  The opening bid at auction had
been $55 million.


UNITED GILSONITE: Hires EisnerAmper as Financial Advisor
--------------------------------------------------------
United Gilsonite Laboratories seeks permission from the U.S.
Bankruptcy Court to employ EisnerAmper LLP as financial advisor.

The firm will provide:

     -- analysis and advice regarding financial and bankruptcy and
        related issues that may arise in connection with the
        development and negotiation of a plan of reorganization
        and otherwise during the course of the Chapter 11 Case,

     -- advice in connection with and in preparation for meetings
        with the Official Committee, the Future Claimants
        Representative and other constituencies and their
        respective professionals;

     -- expert testimony on financial matters, if requested; and

     -- such other services as management or counsel to the
        Debtor may request.

Anthony R. Calascibetta, partner-in-charge at EisnerAmper LLP,
attests that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Calascibetta's hourly rate $450 per hour.

                      About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Pa. Case No. 11-02032) on March 23, 2011.

Judge Robert N. Opel, II, oversees the case.  Mark B. Conlan,
Esq., at Gibbons P.C., serves as the Debtor's bankruptcy counsel.
Joseph M. Alu & Associates P.C. serves as accountants.  K&L Gates
LLP serves as special insurance counsel.  Garden City Group is the
claims and notice agent.  The Company disclosed $21,084,962 in
assets and $3,008,688 in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Montgomery, McCracken, Walker & Rhoads, LLP,
represents the Committee.  The Committee retained Legal Analysis
Systems, Inc., as its consultant on the valuation of asbestos
liabilities.

James L. Patton, Jr., has been appointed as legal representative
for future holders of personal injury or wrongful death claims
based on alleged exposure to asbestos and asbestos-containing
products.  He retained Young Conaway Stargatt & Taylor LLP as his
attorneys.

Charter Oak Financial Consultants LLC serves as financial advisor
to the Unsecured Creditors Committee and the Future Claimants
Representative.


UNITED RETAIL: No Competing Bids, Auction Canceled
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that United Retail Group Inc. canceled the auction that
would have been held last week when there were no bids to compete
with the offer from an affiliate of Versa Capital Management to
buy the company with debt acquired from the owner Redcats USA Inc.
or affiliates.  The hearing to approve the sale will take place
April 3.

According to the report, to buy the business, Versa will pay the
loan financing the Chapter 11 case as much as $15 million, provide
$2 million to wind-up the bankruptcy, carve out $500,000 for
unsecured creditors, and provide $11.1 million to cover expenses
of the Chapter 11 case along with priority claims that must be
paid in full.  In addition Versa will pay as much as $2.2 million
owing to supplier Redcats Asia Ltd., an affiliate of the owner.
Finally, Versa will assume as much as $4.7 million in other debt.

                     About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.


US CAPITAL: Files Schedules of Assets and Liabilities
-----------------------------------------------------
US Capital Holdings LLC filed with the Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property                        $0
  B. Personal Property               $11,496
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                    $21,419
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $91,233
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $22,664,775
                                 -----------       -----------
        TOTAL                        $11,496       $22,777,428

                       About US Capital Holdings

US Capital Holdings, LLC, and an affiliate, US Capital/Fashion
Mall, LLC, filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
12-14517 and 12-14519) in Forth Lauderdale, Florida, on Feb. 24,
2012.

US Capital/Fashion Mall is the owner of the former "Fashion Mall
at Plantation", now vacant, located at 321 N. University Drive, in
Plantation, Florida.  US Capital Holdings is the 100% owner of US
Capital/Fashion Mall.  The mall -- http://www.321north.com-- is
presently dormant, in part, as a result of a redevelopment plan
for the mall of a project called 321 North, which is intended to
be a major, retail, office and residential project.  The mall
suffered extensive hurricane damage from Hurricane Wilma, and has
yet to be paid on its insurance claim.

Judge John K. Olson presides over the case.


UTE MESA: District Court Affirms Lis Pendens Ruling
---------------------------------------------------
Chief District Judge Wiley Y. Daniel affirmed the Bankruptcy
Court's June 14, 2011 Order granting First Citizen Bank & Trust
Company's motion to dismiss a lawsuit commenced by Ute Mesa Lot 1
LLC.  In the Order, the Bankruptcy Court concluded that a lis
pendens does not create a new interest and only serves the limited
purpose of notice.  Thus, the filing of a lis pendens is not a
transfer disposing of or parting with an interest in the property
within the meaning of 11 U.S.C. Sec. 547.  The effect of the
Bankruptcy Order dismissed Ute Mesa's complaint seeking avoidance
of a lis pendens that was recorded on May 21, 2010, during the 90
days prior to the filing of Ute Mesa's bankruptcy petition.

Ute Mesa appealed from the Bankruptcy Court order, asserting that
the Order errs in determining that a lis pendens is not a transfer
because it fails to consider the effect of the recordation.
Moreover, Ute Mesa argues that there is "substantial federal
statutory language and case law that treats a recorded lis pendens
as an avoidable transfer in the context of the Bankruptcy Code."

"I am not persuaded by Ute Mesa's arguments," said Judge Daniel in
denying the appeal.

Prior to the filing of the bankruptcy action, United Western
National Bank commenced a civil action in the state district court
of Pitkin County, Colorado, against several defendants including
Ute Mesa.  The State Court Action involved a loan from UWB to Ute
Mesa.  On May 21, 2010, UWB recorded a lis pendens in the real
property records of Pitkin County, Colorado, with respect to Ute
Mesa's Property.

On Jan. 21, 2011, UWB was closed and the FDIC was appointed as
receiver.  During this process, the FDIC acquired from UWB, among
other assets, the Loan.  Subsequently, First-Citizens acquired the
FDIC's interests in the Loan and UWB's claims asserted in the
State Court Action.

On April 1, 2011, Ute Mesa commenced the adversary proceeding
alleging that the filing and recordation of the Lis Pendens
constituted an avoidable transfer.  Ute Mesa asked the Bankruptcy
Court for a judgment avoiding the Lis Pendens.  On July 27, 2011,
First-Citizens moved to dismiss Ute Mesa's Complaint, arguing that
recording a lis pendens was not a transfer that could be avoided
under Sec. 547.  Instead, First-Citizens asserted that a lis
pendens merely provides notice to prospective purchasers and is
not a transfer of an interest in property or a lien.

In its Order granting First-Citizens Motion to Dismiss, the
Bankruptcy Court concluded that under Colorado law, "a lis pendens
merely provides that a subsequent purchaser will be bound by the
outcome of the litigation, and does not create a new interest."
Thus, "the filing of a lis pendens is not a transfer disposing of
or parting with an interest in the property within the meaning of
Sec. 101(54)(D)(ii).  Consequently, a lis pendens is not a
transfer within the meaning of Sec. 547."

The case is Ute Mesa Lot 1, LLC, Plaintiff/Appellant, v. First
Citizens Bank & Trust Company and United Western Bank,
Defendants/Appellees, Civil Action No. 11-cv-01786 (D. Colo.).  A
copy of the District Court's March 23, 2012 Order is available at
http://is.gd/ISFmNWfrom Leagle.com.

                       About Ute Mesa Lot 1

Denver, Colorado-based Ute Mesa Lot 1, LLC, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 10-30620) on Aug. 13, 2010.
Duncan E. Barber, Esq., and Steven T. Mulligan, Esq., at Bieging
Shapiro & Burrus LLP, in Denver, assist the Debtor in its
restructuring effort.  Ute Mesa owns real property located in
Pitkin County, Colorado.  The Debtor disclosed $10,017,982 in
assets and $11,633,024 in liabilities.


VANGUARD HEALTH: Moody's Rates $350MM Sr. Unsecured Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 4, 68%) rating to the
$350 million of senior unsecured notes due 2019 to be issued by
Vanguard Health Holding Company II. Vanguard Health Holding
Company II is a wholly owned subsidiary of Vanguard Health
Systems, Inc. (collectively Vanguard Health). Moody's understands
that the proceeds of the offering, which is an add-on to the
company's 7.75% senior notes issued in January 2011, will be used
for general corporate purposes, including capital spending and
acquisitions. Moody's existing ratings of the company, including
the B2 Corporate Family and Probability of Default Ratings, are
unchanged.

However, Moody's estimates that the increase in funded debt will
increase pro forma gross leverage by almost half a turn to
approximately 5.6 times and detrimentally impact interest coverage
and cash flow. Therefore, if the company were to subsequently
utilize the additional liquidity provided by this issuance for
shareholder initiatives instead of reinvestment in the business,
Moody's could revaluate its ratings or outlook. The rating outlook
remains stable.

Ratings assigned:

Vanguard Health Holding Company II:

$350 million senior unsecured notes due 2019, B3 (LGD 4, 68%)

Ratings unchanged:

Vanguard Health Holding Company II:

Senior secured revolving credit facility expiring 2015, Ba2 (LGD
2, 12%)

Senior secured term loan due 2016, Ba2 (LGD 2, 12%)

7.75% senior notes due 2019, B3 (LGD 4, 68%)

Vanguard Health Systems:

Senior discount notes due 2016, Caa1 (LGD 6, 97%)

Corporate Family Rating, B2

Probability of Default Rating, B2

Speculative Grade Liquidity Rating, SGL-2

Ratings Rationale

Vanguard Health's B2 Corporate Family Rating reflects Moody's
expectation that leverage will remain very high. Capital
commitments will also limit the ability to reduce the amount of
debt outstanding through free cash flow. However, leverage metrics
should improve modestly through growth in acquired businesses.
Moody's also expects cash flow to benefit from improvements in the
acquired businesses and aid in the company's ability to maintain a
good liquidity profile. Finally, the company has a significant
geographic concentration in the Detroit market in terms of total
revenue contribution.

If Vanguard can implement its capital spending plan and fund the
committed capital spending at Detroit Medical Center while
continuing to improve credit metrics, Moody's could upgrade the
rating. More specifically, if the company can sustainably reduce
leverage to below 5.0 times and maintain retained cash flow to
debt above 5%, Moody's could upgrade the rating.

If operating results deteriorate, either through market specific
pressures, industry challenges or integration issues, Moody's
could downgrade the ratings. For example, if Moody's comes to
expect that the company will not be able to maintain leverage
below 5.5 times, the rating could be downgraded.

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

Vanguard Health, through its subsidiaries and affiliates, owns and
operates hospitals and related healthcare businesses in urban and
suburban areas. As of December 31, 2011, the company operated 28
acute and specialty hospitals in five states. The company also
owns managed care health plans in Phoenix, Arizona, Harlingen,
Texas and Chicago, Illinois and manages two surgery centers in
Orange County, California. Vanguard Health recognized revenue,
before the provision for bad debt, of approximately $6.2 billion
for the twelve months ended December 31, 2011.


VANGUARD NATURAL: S&P Rates Corporate Credit 'B', Unsec Notes 'B-'
------------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to independent exploration and production (E&P)
company Vanguard Natural Resources LLC (Vanguard). The outlook is
stable.

"We also assigned a 'B-' issue-level rating (one notch lower than
the corporate credit rating) to its proposed $300 million senior
unsecured notes due 2020. We assigned a '5' recovery rating to
this debt, indicating expectations of modest (10% to 30%) recovery
in the event of a payment default," S&P said.

"The ratings on Vanguard reflect a reserve base that is small
relative to other speculative-grade E&P peers, a reserve
replacement strategy that relies heavily on acquisitions, and its
high dividend payout to shareholders. Our ratings also reflect its
exposure to robust crude oil prices, a decent hedge book over the
next several years that should mitigate hydrocarbon volatility, a
high percentage of lower risk proved developed reserves, and
modest capital spending requirements. We consider the business
risk profile 'vulnerable' and the financial risk profile
'aggressive'," S&P said.

"Vanguard is a limited liability company. However, it resembles a
master limited partnership (MLP) in several ways. Vanguard pays
out nearly all available cash flows to unitholders on a quarterly
basis, and equity investors typically value the company on a yield
basis. Unlike the typical MLP structure, there is neither a
general partnership interest nor incentive distribution rights,"
S&P said.

"To sustain its dividend, Vanguard operates with a mostly proven
reserve base, taking on very little explorations risk. Also, it
acquires reserve in very mature basins where the geology is well
known and where wells have been operated for many years. Vanguard
typically hedges a majority of its future production to provide
additional stability to cash flows. Nevertheless, it must rely
heavily on acquisitions to grow production due to the limited
organic growth prospects of the mature reserve base. This
acquisition-focused growth strategy exposes Vanguard to the risk
that it could overpay for assets or could have difficulty
replenishing production during periods of capital market duress,"
S&P said.

"Vanguard had a relatively small reserve base of approximately 440
Bcfe at year-end 2011 pro forma for its Appalachia asset sale,
with 71% of reserves exposed to oil and natural gas liquids
(NGLs), which are enjoying robust prices compared with natural
gas. Its proved developed reserve life, pro forma for the
Appalachia asset sale, is long at 15 years. Vanguard has a high
percentage (88%) of proved developed producing (PDP) reserves, and
therefore a low-risk production profile. The company's reserves
are scattered throughout the U.S., but most of its reserves and
future production comes from the Permian Basin in Texas and the
Big Horn Basin in Wyoming," S&P said.

"The cost structure is in line with similarly rated peers, with
all-in levered break-even cost at approximately $6.60 per thousand
cubic feet equivalent (mcfe) as of year-end 2011. Lifting costs at
$2.20 per mcfe compare favorably with oil-weighted peers, given
Vanguard's focus on enhancing well production rather than drilling
very capital-intensive new wells. However, three-year finding and
development (F&D) costs, inclusive of revisions, at $3.05 are
higher than peers' due to the premium placed on less risky proved
developed reserves," S&P said.

"Vanguard's aggressive financial risk profile incorporates pro
forma adjusted debt of approximately $670 million (pro forma for
recent net equity proceeds of $125 million), corresponding to
leverage at year-end 2011 of approximately 3.1x. Based on our
price deck for oil of $85 per barrel (bbl) in 2012, $80/bbl in
2013, and $75/bbl thereafter and for natural gas of $3/mcf in
2012, $3.25/mcf in 2013, and $4/mcf in 2014, we forecast that
leverage will be 3x over the next couple years. This assumes that
Vanguard's production remains flat in 2012 and 2013 at slightly
more than 80 Mmcfe/d. We have not incorporated the impact of
acquisitions to production or cash outflows and have assumed that
oil production will represent about two-thirds of production in
2012 and nearly 70% of production in 2013. Our forecast
incorporates Vanguard's current hedges, which represent
approximately 76% of total projected production in 2012 and 70% of
production in 2013," S&P said.


VANTIV LLC: Moody's Upgrades Corporate Family Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has upgraded Vantiv, LLC's corporate
family rating ("CFR") to Ba2 from Ba3 while confirming the
probability of default rating ("PDR") at Ba3. In addition, Moody's
has assigned Ba2 ratings to the new senior credit facilities,
consisting of $1 billion Term Loan A due 2017, $250 million Term
Loan B due 2019, and a $250 million revolver maturing 2017, and a
speculative grade liquidity rating of SGL-1. This rating action
concludes the review initiated on February 22, 2012 and reflects
completion of the initial public offering (IPO). The outlook is
stable.

Ratings Rationale

The upgrade is based upon Vantiv's improved credit profile arising
from debt reduction of $463 million using the net proceeds from
last week's $500 million IPO of about 15% of the company,
continued strong execution as evidenced by double-digit revenue
and EBITDA growth in 2011, which Moody's anticipates will continue
through 2012 (albeit at a more tempered rate), and Moody's
expectation that the company will maintain leverage at the current
3 times level (adjusted debt to EBITDA). In connection with the
debt paydown, Vantiv refinanced the remaining portion of its
credit facilities to 2017 and 2019.

Vantiv's Ba2 CFR is supported by the company's significant size
and strong market positions as both a merchant acquirer and card
issuing processor for financial institutions. The payments market
continues to benefit from the secular shift from cash/check
payment to electronic payments. The rating also considers the
solid recurring transaction-based revenue stream, which is
supported by the client referral network of Fifth Third Bancorp
(about a 40% owner of Vantiv following the IPO) and multi-year
contracts with merchants and financial institutions. In addition,
Vantiv has a highly scalable processing platform, which helps to
drive high profit margins and steady cash flow generation and
liquidity.

The CFR also incorporates business concentration risks with cash
flow highly dependent on the debit card market. That market may be
susceptible to the Dodd - Frank Wall Street Reform and Consumer
Protection Act. While same-store transaction growth continues into
2012, Moody's believes that future revenue growth could be
challenged by still high unemployment rates and consumer debt
levels, as well as a weak housing market. The SGL-1 rating factors
in Moody's expectation of annual free cash flow exceeding $200
million, a cash balance over $200 million, and an undrawn revolver
of $250 million.

The stable outlook is supported by Moody's view that Vantiv will
generate at least mid-single digit revenue growth and steady cash
flow even with a slowly recovering U.S. economy as the company
continues to benefit from its expanding merchant base and the
ongoing shift to electronic payment cards. Moody's expects that
acquisition activity will be funded through excess cash and no
dividends will be paid over the intermediate term.

The confirmation of the Ba3 PDR reflects Moody's view that all-
bank debt transactions have a higher recovery rate of 65% (versus
the average rate of 50%), which implies above-average default
probabilities relative to other companies with the same CFR.

With the upgrade, any upwards rating pressure is considered
unlikely over the intermediate term. The Ba2 CFR could be
downgraded with declines in revenue and profits greater than 5%
due to economic conditions, increased customer churn, poor
execution, or heightened competition. In addition, negative rating
pressure could arise from higher financial leverage (in excess of
4x on a Moody's adjusted basis) for an extended period of time.

Rating upgraded:

  CFR Ba2

Rating confirmed:

  PDR Ba3

Ratings assigned:

    US$1000M Senior Secured Term Loan A, Assigned Ba2,
    (LGD2, 28%)

    US$250M Senior Secured Term Loan B, Assigned Ba2, (LGD2, 28%)

    US$250M Senior Secured Revolving Credit Facility, Assigned
    Ba2, (LGD2, 28%)

Ratings withdrawn:

    US$1609M Senior Secured Term Loan B-1, Ba3, (LGD3, 49%)

    US$150M Senior Secured Term Loan B-2, Ba3, (LGD3, 49%)

    US$150M Senior Secured Revolving Credit Facility, Ba3,
    (LGD3, 49%)

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


VERASUN ENERGY: Execs' Claims Subject to Sec. 502(b)(7) Cap
-----------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon sustained the objection
to proofs of claim filed by four former high-level executives at
VeraSun Energy Corp.  The executives claim to be owed money under
"change in control agreements" that they signed in connection with
a pre-bankruptcy merger.  KDW Restructuring & Liquidation Services
LLC, which is the entity empowered to administer VeraSun's plan of
liquidation on a post-confirmation basis, objects to the
executives' claims, arguing that they exceed the cap that Sec.
502(b)(7) of the Bankruptcy Code imposes on claims resulting from
the termination of employment contracts.  According to the Court,
the Sec. 502(b)(7) cap applies to the executives' claims because
the change in control agreements are part of the executives'
employment contracts with VeraSun and the claims flow from the
termination of those contracts.  The executives' claims are
disallowed to the extent they exceed the cap.

The senior executives are Donald Endres, VeraSun's Chief Executive
Officer, Danny Herron, its Chief Financial Officer, and William
Honnef and Barry Schaps, both Senior Vice Presidents.  Messrs.
Herron and Schaps were terminated soon after the petition date.
Messrs. Endres and Honnef stayed on at VeraSun until May 2009,
when they too were let go.  Taken together the Executives' claims
exceed $7.3 million.

A copy of the Court's March 26, 2012 Opinion is available at
http://is.gd/vT9gAVfrom Leagle.com.

                       About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produced and
marketed ethanol and distillers grains.  Founded in 2001, the
company had a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and certain affiliates filed for Chapter 11 protection
on Oct. 31, 2008 (Bankr. D. Del. Lead Case No. 08-12606).  Mark S.
Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, represented
the Debtors in their restructuring efforts.  AlixPartners LLP
served as their restructuring advisor.  Rothschild Inc. served as
their investment banker and Sitrick & Company as their
communication agent.  Kurtzman Carson Consultants LLC served as
claims, noticing and balloting agent.  The Debtors' total assets
as of June 30, 2008, was $3,452,985,000 and their total debts as
of June 30, 2008, was $1,913,214,000.

On April 1, 2009, VeraSun closed the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  Valero paid $350 million for the ethanol production
facilities in Aurora, Fort Dodge, Charles City, Hartley and
Welcome, in addition to the Reynolds site.  Valero also
successfully bid $72 million for the Albert City facility and
$55 million for the Albion facility.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware confirmed on Oct. 23, 2009, the Chapter 11
Plan of Liquidation filed by VeraSun and its affiliates.


VITRO SAB: Bondholders Can Collect From Non-Bankrupt Units
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a New York State judge ruled that the bankruptcy
reorganization of Vitro SAB de CV approved by a court in Mexico
won't stop bondholders from collecting on $1 billion in bonds from
nonbankrupt Vitro subsidiaries.

The report relates that a justice of the New York Supreme Court in
Manhattan ruled on March 21 that Vitro subsidiaries remain liable
on their guarantees on two of three bond issues, despite a ruling
to the contrary in Mexico.  A lawsuit to establish liability on
the third bond issue has yet to be decided.

A judgment in New York state court "will have no impact on Vitro
or its subsidiaries," company spokesman Roberto Riva Palacio
Alonso said in an e-mailed statement.  Vitro characterized the
bondholders as "vulture funds."

Mr. Rochelle recounts that in February the Vitro parent won
approval of its reorganization plan from a court in Mexico.  Even
though none of the operating subsidiaries were in bankruptcy in
Mexico or any other country, the Mexican court relieved the
subsidiaries of their guarantees of the $1.2 billion in bonds,
substituting new obligations in a smaller amount.

According to the report, the bondholders unsuccessfully opposed
the Mexican reorganization and have been fighting in courts in the
U.S. as well.  Last week, Justice Bernard J. Fried in Manhattan
rejected Vitro's argument that the Mexican reorganization bars
suit against the subsidiaries.  Justice Fried will determine the
amount of the liability later if the parties can't agree.

The report notes that bondholders are also fighting Vitro in a
bankruptcy court in Dallas and in the U.S. Court of Appeals in New
Orleans.  On May 1, the bondholders are scheduled to argue to the
circuit court that the Mexican reorganization shouldn't be
enforced in the U.S. because it was approved using $1.9 billion in
intercompany claims to vote down opposition from bondholders.
Vitro is also scheduled to face the bondholders at trial now
scheduled to begin on June 4 in U.S. Bankruptcy Court in Dallas
where the creditors will ask the bankruptcy judge to rule that the
Mexican reorganization shouldn't be enforced in the U.S. for many
of the same reasons that will have been argued to the circuit
court May 1.

The suit in state court is Wilmington Trust NA v. Vitro
Automotriz SA, New York state Supreme Court (Manhattan), 652303-
2011.

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.


W.R. GRACE: Canada Appeals District Court Plan Approval
-------------------------------------------------------
Her Majesty the Queen in Right of Canada notified the U.S.
District Court for the District of Delaware that she will take an
appeal to the United States Court of Appeals for the Third Circuit
from Judge Ronald L. Buckwalter's memorandum opinion and order
affirming the confirmation of the Debtors' Joint Plan of
Reorganization dated January 30, 2012.

The Crown wants the Third Circuit to determine whether the
District Court erred in concluding that:

  (1) the First Amended Joint Plan of Reorganization under
      Chapter 11 of the Bankruptcy Code of W. R. Grace & Co., et
      al., the Official Committee of Asbestos Personal Injury
      Claimants, the Asbestos PI Future Claimants'
      Representative, and the Official Committee of Equity
      Security Holders is confirmable pursuant to Section 1129
      of the Bankruptcy Code;

  (2) the Plan complies with Section 524(g) of the Bankruptcy
      Code;

  (3) the Crown's requests for contribution and indemnification
      may be subject to an injunction pursuant to Section
      524(g), even though they are of a different nature than
      asbestos claims;

  (4) the Crown's requests for contribution and indemnification
      may be subject to an injunction imposed pursuant to
      Section 524(g), even though they are not "claims" or
      "demands;"

  (5) the Plan complies with Section 1122(a) of the Bankruptcy
      Code, even though it classifies claims that are not
      substantially similar within the same class;

  (6) the Trust Distribution Procedures comply with Sections
      1123(a)(4) and 524(g)(2)(b) of the Bankruptcy Code, even
      though they give disparate treatment to claims within a
      class, including:

      * the possibility that the Trust Distribution Procedures
        might be interpreted to give disparate treatment by
        providing for no payout on account of requests for
        contribution and indemnification;

      * that the Trust Distribution Procedures give disparate
        treatment by implementing a first-in-first-out mechanic;

      * that the Trust Distribution Procedures give disparate
        treatment by imposing additional restrictions or
        requirements on holders of Indirect PI Trust Claims; and

      * that the Trust Distribution Procedures give disparate
        treatment by making an "extraordinary claim" available
        to only certain types of claimants; and

  (7) the Trust Distribution Procedures and the Plan are fair
      and equitable.

                   Bank Lenders' Issues on Appeal

In connection with their appeal to the United States Court of
Appeals for the Third Circuit from Judge Ronald L. Buckwalter's
memorandum opinion and order affirming the confirmation of the
Debtors' Joint Plan of Reorganization dated January 30, 2012, the
Bank Lender Group wants the Third Circuit to determine whether the
U.S. District Court for the District of Delaware erred in:

  (1) confirming the First Amended Joint Plan of Reorganization
      and Recommended Supplemental Findings of Fact and
      Conclusions of Law dated as of January 31, 2011, which
      extinguishes the obligation of the Debtors to pay the Bank
      Lenders interest on money borrowed at the rate provided in
      the applicable credit agreements while allowing Grace's
      shareholders to retain their equity interests in the
      Company -- equity interests valued at over $2.97 billion
      as of April 21, 2011;

  (2) concluding that defaults cannot occur after the
      commencement of the bankruptcy case and that the
      applicable terms of the credit agreements among the Bank
      Lenders and Grace that entitle the Bank Lenders to
      interest at the contract default rate do not survive the
      commencement of the bankruptcy case;

  (3) concluding that the Joint Plan does not impair the Bank
      Lenders' claims within the meaning of Section 1124 of the
      Bankruptcy Code given that the Joint Plan provides for
      payment of interest on the Bank Lenders' claims at a rate
      that is lower than the rate set forth in the applicable
      credit agreements;

  (4) concluding that Section 1129(b) of the Bankruptcy Code is
      not applicable to confirmation of the Joint Plan;

  (5) concluding that, if Section 1129(b) is applicable, the
      Joint Plan satisfies this section, because among other
      things, equity is retaining value at the expense of the
      Bank Lenders, and made a series of erroneous factual
      findings and legal conclusions in connection with this
      conclusion;

  (6) concluding that, if Section 1129(b) is applicable, the
      Joint Plan satisfies this section, because among other
      things, equity is benefiting at the expense of the Bank
      Lenders;

  (7) concluding that there is no basis in evidence or law to
      support a finding that Grace is "solvent" when, among
      other things, the Joint Plan provides for Grace's existing
      shareholders to retain their valuable equity interests in
      the Company, without the agreement of the Bank Lenders and
      while the Bank Lenders did not receive the payment of
      interest at the rate set forth in the applicable credit
      agreements;

  (8) concluding that the Joint Plan complies with Section
      1129(a)(7) of the Bankruptcy Code; and

  (9) concluding that no prepetition interest is owed to the
      Bank Lenders under the Credit Agreements despite, among
      other things, Grace's admission that some pre-petition
      interest amounts are owed to the Bank Lenders as part of
      their claims.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: To Release 1Q 2012 Financial Results on April 25
------------------------------------------------------------
W. R. Grace & Co. said it will release its first quarter 2012
financial results at 6:00 a.m. EDT on Wednesday, April 25.  A
company-hosted conference call and webcast will follow at 11:00
a.m. EDT that day.

During the call, Fred Festa, Chairman and Chief Executive Officer,
and Hudson La Force, Senior Vice President and Chief Financial
Officer, will discuss the first quarter results.  A question and
answer session with analysts will follow the prepared remarks.

Access to the live webcast and the accompanying slides will be
available through the Investor Information section of the
company's Web site, http://www.grace.com/ Those without access
to the Internet can participate by dialing +1 866.770.7051
(U.S.) or +1 617.213.8064 (International).  The participant
passcode is 91635057.  Investors are advised to dial into the call
at least 10 minutes early in order to register.

An audio replay will be available at 2:00 p.m. EDT on April 25.
The replay will be accessible by dialing +1 888.286.8010
(U.S.) or +1 617.801.6888 (International) and entering the
participant passcode 64388125.  The replay will be available for
one week.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Garlock Defends Plan Order Revision Plea
----------------------------------------------------
W.R. Grace & Co. and its debtor affiliates, the Official Committee
of Equity Security Holders, the Official Committee of Asbestos-
related Personal Injury Claimants, and the Future Claims
Representative -- the Plan Proponents -- are opposing a request by
Garlock Sealing Technologies LLC for re-argument, rehearing and to
alter or amend Judge Ronald L. Buckwalter's January 30, 2012
decision affirming the confirmation of the Debtors' plan of
reorganization.

Representing the Debtors, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, contends that as
both the Bankruptcy Court and the District Court correctly ruled,
ever since Garlock filed its Chapter 11 case in June 2010, the
possibility that Garlock might someday face injury from putative
joint and several liability with Grace has been, and remains,
hypothetical and conjectural.  Thus, she insists, the District
Court's reference to the GST Plan is merely an additional,
incidental observation that corroborates the District Court's
conclusion that Garlock's hypothesized claims remain too
conjectural to create standing.

Brett D. Fallon, Esq., at Morris James LLP, in Wilmington,
Delaware, on behalf of Garlock, argues that the Plan Proponents
misstate that (i) the District Court denied Garlock standing based
solely on the fact that Garlock filed its own Chapter 11
bankruptcy case, and (ii) Garlock made a misrepresentation to the
District Court that its plan was well on the way toward approval.
He contends that neither contention has merit, and that the fact
remains that the Decision denies Garlock standing based on a
misreading of Garlock's plan and a misunderstanding of the status
of Garlock's bankruptcy case.

Ruling now that Garlock lost standing instead simply because it
filed a bankruptcy petition would trade one error for another, Mr.
Fallon asserts.  He adds that hedging their position, the Plan
Proponents also urge the District Court to address and overrule
Garlock's objections.  Doing so, he insists, would require an
unprecedented decision and Grace would become the first asbestos
defendant in history to obtain confirmation of a plan, and
approval of an injunction under Section 524(g) of the Bankruptcy
Code, that would permit shareholders to retain equity while
asbestos claimants receive a fraction of the value of their
claims.

"Such a plan would leave billions of dollars of Grace's asbestos
liabilities to be borne by Grace's codefendants while allowing
Grace's shareholders to keep billions of dollars of equity," Mr.
Fallon points out.  He adds that overruling Garlock's objections,
therefore, requires the District Court to explain how an
injunction that protects a debtor's equity at the expense of the
debtor's asbestos claimants satisfies the requirement that an
injunction be "fair and equitable" under Section 524(g).

                   Plan Proponents Talk Back

Garlock's reply exceeds the bounds of zealous advocacy by making
false statements and inventing a fictitious legal standard, the
Plan Proponents tell the District Court.  They contend that
without any citation, Garlock asserts that the Debtors' Plan would
be the first Section 524(g) plan "in history" that "permit[s]
shareholders to retain equity while asbestos claimants receive a
fraction of the value of their claims."

That assertion is false, says John Donley, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, on behalf of the Plan Proponents.
He explains that equity holders did in fact retain value in "USG,
Babcock & Wilcox" and other approved Section 5 24(g) plans that
paid asbestos claims less than 100% of their value.

In addition, Garlock asserts -- again without citation -- that the
Plan Proponents failed to meet their purported burden of proving
the "fairness and necessity" of the Plan's Trust Distribution
Procedures that allegedly injure Garlock, Mr. Donley contends.  He
argues that the Bankruptcy Code does not require any showing of
"fairness and necessity," and Garlock simply made up this so-
called "burden."

Garlock's misstatements and imaginary legal standard must be
rejected, and its Motion for Reconsideration denied, Mr. Donley
asserts.   The Plan Proponents also urge the District Court to go
further and to supplement its January 30, 2012 Memorandum Opinion
with more detailed rulings on Garlock's arguments on the merits.
They say that those rulings would put to rest any contention by
Garlock, however frivolous, that its substantive arguments on the
merits were overlooked.

                  Garlock's Motion to Strike

Garlock asks the District Court to strike, or, in the alternative,
for permission to file a response and objection to the Plan
Proponents' sur-reply regarding its Motion for Reconsideration.

The Sur-Reply is an improper attempt to brief a new issue for the
first time after all briefing has been completed and where the
issue previously was not disputed by the Plan Proponents, Mr.
Fallon contends.  He asserts that arguing that they needed to
rebut an allegedly false statement in Garlock's reply, the Plan
Proponents argue that the Grace Plan is not the first Section
524(g) plan pursuant to which a debtor's shareholders retained
equity without paying asbestos claims in full.

Until the Plan Proponents' filed the Sur-Reply, Grace's own
bankruptcy counsel agreed that Grace would indeed be the "first
asbestos bankruptcy settlement allowing [a] debtor to retain
equity," Mr. Fallon tells the District Court.  He argues that it
is improper for the Plan Proponent to use a Sur-Reply on a motion
for rehearing to argue at length that there is precedent for
Section 524(g) plans that preserve shareholders' equity in debtors
while paying only a fraction of the debtors' asbestos liabilities,
after repeatedly failing to challenge previous statements by
Garlock that no case precedent existed.  He insists that as set
forth in Garlock's proposed response to the Sur-Reply, none of the
cases cited by the Plan Proponents provide precedent for the Grace
Plan.

Rule 12(f) of the Federal Rules of Civil Procedure allows the
District Court to strike pleadings that are, among other factors,
"redundant," Mr. Fallon notes.  He contends that the Sur-Reply
rehashes arguments and frequently cites to the Plan Proponents'
own brief from last May.  He asserts that the Plan Proponents
filed a Sur-Reply and continue to address the substance of
Garlock's arguments implicitly acknowledges Garlock's standing in
this case and counsels in favor of granting Garlock's Motion for
Reconsideration on the issue of standing.

                         *     *     *

Judge Buckwalter denied Garlock's Motion to Strike or to file
response to the Plan Proponents' Sur-Reply.  Judge Buckwalter
declined to consider Garlock's proposed response and objection as
no further briefing on this issue is needed.

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Garlock Fails to Stay Jan. 30 Plan Order
----------------------------------------------------
District Judge Ronald Buckwalter denied Garlock Sealing
Technologies LLC's request to stay the District Court's memorandum
opinion and order dated January 30, 2012, affirming the
bankruptcy-exit plan for W.R. Grace, pending disposition of
Garlock's motion for rehearing and, if necessary, appeal to the
Court of Appeals.

Garlock's Motion for Rehearing argues that the Decision (i)
misreads the key terms of Garlock's proposed plan of
reorganization, particularly those that relate to the channeling
of some, but not all, asbestos-related claims to a trust, (ii)
mistakenly concludes that merely filing the proposed plan
automatically resolves present and future asbestos claims against
Garlock and provides injunctive relief pursuant to Section 524(g)
of the Bankruptcy Code, insulating Garlock from joint and several
liability claims, (iii) is inconsistent with controlling law on
standing, and (iv) overlooks undisputed evidence that the Grace
Plan will severely alter Garlock's rights against Grace and
underpay all claims, including claims for contribution and set-off
from co-defendants like Garlock.

A stay of the Decision is appropriate to preserve the status quo
until the District Court has an opportunity to address these
important issues, Brett D. Fallon, Esq., at Morris James LLP, in
Wilmington, Delaware, contends.  He adds that a stay is also
warranted to protect Garlock's fundamental right to a hearing on
its objections to the Grace Plan and the trust distribution
procedures.

                       Appellees Respond

On a motion for stay pending appeal, the moving parties shoulder a
"heavy burden for making out a case for such extraordinary
relief," the Appellees -- comprising the Debtors, the Official
Committee of Asbestos Personal Injury Claimants, the Asbestos PT
Future Claimants' Representative, and the Official Committee of
Equity Security Holders -- assert in response to Garlock's
pleading.  They add that "[a] motion for stay pending appeal is an
extraordinary remedy and requires a substantial showing on the
part of the movant."

To satisfy its "heavy burden" and make the "substantial showing"
needed to obtain a stay, Garlock must do two things, John Donley,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, contends.  He
argues that:

  (1) first, Garlock must post a bond sufficient to cover losses
      that will be incurred by the estate during the pendency of
      the appeal.  In this case, the declaration of the Debtors'
      financial advisor establishes that the amount of that bond
      should be more than $77 million; and

  (2) second, Garlock must prove, by a preponderance of the
      evidence, that it has satisfied the four-factor test for
      obtaining a stay pending appeal:

      * likelihood of success on the merits;
      * irreparable harm to Garlock absent a stay;
      * no substantial harm to others if a stay is granted; and
      * the public interest.

Garlock has not posted any bond, nor has it provided any reason
why it should be excused from the normal bonding requirement, Mr.
Donley contends.  He asserts that Garlock's Stay Motion must fail
for this reason alone.  He adds that Garlock also fails on each of
the four-factor test.  Hence, the Appellees urge the District
Court to deny Garlock's Motion to Stay.

                      Garlock Talks Back

Garlock contends that despite the explicit discretionary language
of Rule 8017(b) of the Federal Rules of Bankruptcy Procedure,
stating that a bond or other security "may" be required, Appellees
argue that the Court "must" require a bond for appeal.  Appellees
also fail to show that a stay in this case necessarily injures the
Debtors or that a bond would address delay costs caused by a stay,
as opposed to other reasons, Mr. Fallon asserts.

Mr. Fallon notes that the Appellees argue that Garlock has not met
the four-factor test for granting a motion to stay, inviting
Garlock to show why it is likely to succeed on the merits of its
objections to confirmation of the Grace Plan and TDP and
implementation of the Channeling Injunction.  He insists that
Garlock has already addressed all four stay factors in its Motion
for Stay.  He adds that Garlock will likely succeed on the merits
because it will likely prevail in showing that the contributions
to be made to the Grace Trust by Grace and other protected parties
will be insufficient to qualify Grace for protection of a
channeling injunction issued pursuant to Section 524(g).

                    About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Fee-Only Chapter 13 Plans Not Automatically Prohibited
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Boston ruled that "fee-
only" Chapter 13 plans aren't per se impermissible.  In a
concurring opinion, Circuit Judge Kermit V. Lipez explained how a
fee-only plan is a "creative solution for the 'Lamie' problem."
He was referring to a 2004 opinion from the U.S. Supreme Court
saying that a lawyer's fees in Chapter 7 cannot be paid from
estate funds.  Judge Lipez didn't agree with the majority when it
came to saying that a bankrupt has a heavy burden in showing
special circumstances for approval of a fee-only plan.  The case
is Berliner v. Pappalardo (In re Puffer), 11-1831, U.S. Court of
Appeals for the First Circuit (Boston).


* Redemption Right Suffices to Require Return of Auto
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Glenn T. Suddaby in Syracuse, New
York, ruled on March 23 that when an individual demanded return of
an auto repossessed immediately before the bankruptcy filing, the
lender violated the automatic stay by not giving back the car
until it was sued.  Judge Suddaby disagreed with a 2001 opinion by
David N. Hurd, another district judge in the Northern District of
New York, in a case called Alberto.  The case is Weber v. SEFCU,
11-0138, U.S. District Court, Northern District of New York
(Syracuse).


* Moody's New U.S. Municipal Methodology Prompts Rating Reviews
---------------------------------------------------------------
Moody's Investors Service has published its new methodology for
U.S. municipal bonds backed by special tax revenues. As a result,
Moody's has placed 23 ratings on review for possible downgrade and
four ratings on review for possible upgrade. The review affects a
combined $2.7 billion of rated debt. The ratings and outlooks of
the remaining 533 special tax credits are not directly impacted as
a result of the introduction of this new methodology.

The new methodology applies to over 425 state and local government
bond issuers with over $200 billion in debt outstanding. The
issuers covered in this methodology have 560 individually rated
securities outstanding, as many issuers have ratings for multiple
special tax security pledges that may have multiple liens. The
methodology describes Moody's approach to evaluating bonds backed
by state or municipal revenues derived from a wide range of
special taxes, including sales and excise, income, utility, gas,
tourist related, and other taxes and fees. The primary goal of the
methodology is to provide a reference tool for evaluating credit
profiles of special tax bonds, in order to help issuers,
investors, and other interested market participants understand the
key qualitative and quantitative risk characteristics that affect
rating outcomes.

In the coming weeks, Moody's review of the credits on review will
focus on the issuer's taxable base and revenue pledge, legal
security package for the bonds, and financial metrics to determine
the appropriate rating. Moody's will also focus on qualitative
factors such as fiscal and debt management policies, as well as
expectations of future tax revenue performance and debt service
requirements. The conclusion of the rating reviews may result in
multi-notch rating changes for some credits.

"The rating methodology provides a common framework for the
analysis and comparison of a disparate group of credits," said
Moody's Analyst John Medina. "The methodology largely reflects
existing practice and introduces a new scorecard that standardizes
the analysis and relative weighting of quantitative and
qualitative factors currently considered in Moody's ratings
analysis."

The new methodology reflects the approach outlined in Moody's
Request for Comment on New Proposed U.S. Special Tax Methodology,
published on November 7, 2011. The methodology continues to
constrain the special tax ratings to the level of their
corresponding general obligation rating unless certain conditions
are met, as outlined in the methodology. Special tax ratings that
satisfy those conditions may be de-linked from the relevant
municipal general obligation rating.

The new methodology immediately replaces these three
methodologies: Piercing the G.O. Ceiling Rating Methodology --
December 5, 2008; Moody's Perspective on Lottery Bonds -- December
5, 2008; and Federal Highway Aid Grant Anticipation Financing
Rating Methodology --December 5, 2008. Sales tax backed bonds
previously rated under The Mass Transit Sector Rating Methodology,
published in June 30, 2000, are now rated under this Special Tax
Methodology. The Mass Transit Sector Methodology continues to
apply to bonds issued by mass transit agencies that are backed by
enterprise revenues.

The new "U.S. Special Tax Methodology" is available on moodys.com.
The list of special tax bond ratings placed on review appears
below.

The following ratings have been placed on REVIEW FOR POSSIBLE
DOWNGRADE:

1. BALDWIN COUNTY BOARD OF EDUCATION, AL -- Aa3 rated Sales tax
   bonds

2. CHANDLER (CITY OF), AZ -- Aa2 rated Gas tax and Motor Vehicle
   Fees (HURF) bonds

3. GILBERT (CITY OF), AZ -- Aa3 rated Gas tax and Motor Vehicle
   Fees (HURF) bonds

4. PARADISE VALLEY MUNICIPAL PROPERTY CORPORATION, AZ -- Aa1
   rated Excise taxes and State Shared Revenue bonds

5. PIMA (COUNTY OF), AZ -- Aa3 rated Gas tax and Motor Vehicle
   Fees (HURF) bonds

6. SCOTTSDALE PRESERVE AUTHORITY, AZ -- Aa2 rated Sales tax bonds

7. INDUSTRY (CITY OF), CA -- Aa2 rated Sales tax bonds

8. ST. JOHNS (COUNTY OF), FL -- A1 rated Sales tax bonds

9. ST. LUCIE (COUNTY OF), FL -- A2 rated Sales tax bonds

10. CARMEL REDEVELOPMENT AUTHORITY, IN -- Aa2 rated Income tax
    bonds

11. JEFFERSON SALES TAX DISTRICT, LA -- Aa3 rated Sales tax bonds

12. LOUISIANA PUBLIC FACILITIES AUTHORITY (Obligor - 19th
    Judicial Dist. Bldg. Comm.), LA -- A2 rated Court Filing Fees
    bonds

13. HENNEPIN (COUNTY OF) MN -- Aaa (1st lien), Aa2 (2nd lien),
    Aa3 (3rd lien) rated Sales tax bonds

14. LINCOLN (CITY OF), NE -- Aa1 rated Sales tax bonds

15. CHAVES (COUNTY OF), NM -- A1 rated Sales tax bonds

16. LEA (COUNTY OF), NM -- A1 rated Sales tax bonds

17. SAN JUAN (COUNTY OF), NM -- Aa3 (Sr) & A2 (Sub) rated Gas tax
    and Motor Vehicle Fees bonds

18. HAMILTON (COUNTY OF), OH -- A1 rated Sales tax bonds

19. ARLINGTON (CITY OF), TX -- A1 rated Sales, Hotel, and Rental
    Car tax bonds

20. WISCONSIN CENTER DISTRICT, WI -- A2 rated Hotel, Meals, and
    Rental Car tax bonds

The following ratings have been placed on REVIEW FOR POSSIBLE
UPGRADE:

1. BESSEMER (CITY OF), AL -- Baa3 rated Gas tax bonds

2. ADEL-DESOTO COMMUNITY SCHOOL DISTRICT, IA -- A2 rated Sales
   tax bonds

3. JEFFERSON DAVIS PARISH SCHOOL BOARD SALES TAX DISTRICT 1, LA
   -- Baa1 rated Sales tax bonds

4. WILLIAMS (COUNTY OF), ND -- Baa2 rated Sales tax bonds

The principal methodology used in this rating was U.S Public
Finance Special Tax Methodolgy published in March 2012.


* Hackman Capital to Expand Equipment Platform
----------------------------------------------
Hackman Capital on March 28 disclosed that it is expanding its
equipment platform.  The effort will increase the firm's ability
to purchase both industrial real estate and equipment, either
separately or together.

"Historically, equipment dealers and auctioneers don't purchase
real estate, and real estate investors don't purchase equipment.
However, the two are often tied together," said Michael Hackman,
the firm's CEO.  "We want the marketplace to see us as a
single-source solution, able to quickly convert surplus or
distressed assets to cash, whether liquidating real estate and
equipment, separately or combined."

Hackman Capital, which was founded in 1986, sources opportunities
through its extensive deal network in both the real estate and
equipment industries.  The company is known across marketplaces
for its ability to navigate complex transactions and financial
restructuring and to close transactions quickly.

"We offer a successful, 26-year track record in both the real
estate and equipment arenas," Mr. Hackman said.

That successful track record reflects both the company's strong
entrepreneurial spirit and highly disciplined investment approach.
Since 1986, the company has been the principal investor in more
than $800 million of real estate and has conducted hundreds of
equipment transactions across four continents.

In the real estate arena, Hackman Capital targets primarily value-
added and opportunistic industrial properties.  The company
acquires, redevelops, repurposes, manages, and leases facilities,
and is currently overseeing, on behalf of its affiliates, a
national portfolio of more than 50 properties, exceeding 14
million square feet, and 950 acres of developable land.

The company's equipment transactions span a diverse range of
industries, and most are sourced through corporate distress,
bankruptcy, insolvency, turnarounds and financial restructurings.
Once the equipment is acquired, Hackman Capital works with
equipment dealers and auctioneers to facilitate the disposition.

                     About Hackman Capital

Founded in 1986, Hackman Capital -- http://www.hackmancapital.com
-- is a privately-held investment firm that focuses on the
acquisition and management of industrial real estate.  The firm is
one of the few real estate companies in the country that also
purchases and sells industrial equipment.

Hackman Capital has acquired more than $800 million of property on
behalf of its affiliates, and currently manages a national
portfolio of more than 50 facilities, exceeding 14 million square
feet, and 950 acres of developable land.  Hackman Capital also has
conducted hundreds of equipment acquisitions, dispositions and
liquidations on four continents.

Hackman Capital is based in Los Angeles, California and has
satellite offices in Columbus, Ohio, Boston, Massachusetts and
Kalamazoo, Michigan.


* Great American Moves Office Space in Downtown Chicago
-------------------------------------------------------
Great American Group has relocated to new office space in downtown
Chicago -- located at 10 South LaSalle St., Suite 2170.

Great American Group's Chicago office has been located in the
downtown area since 2009, but growth in its Advisory and Valuation
Services business in the Midwest has prompted a move, recently
promoted Senior Vice President, Bill Soncini said.

"The growth in activity necessitated bringing on additional
resources, which involved the relocation of senior personnel to
Chicago from other company offices, as well as the local hiring of
new associates," Mr. Soncini said.  "We now have more in-market
operational resources as it relates to our inventory, machinery &
equipment, and intellectual property appraisal groups, as well as
our corporate valuation services division."

Lester Friedman, Chief Executive Officer of the Advisory and
Valuation Services division, adds that the expansion in office
personnel also means Great American Group can maintain its
standard of exemplary customer service.

"We've been a valuable resource for our Midwest clients, evidenced
by our need for expansion.  We sell on expertise, the ability to
deliver what we promise, and accessibility.  Bringing more
personnel to the market equates to more attention for our
clients."

Although there is a change in the physical address of the Chicago
office, all office phone and fax numbers remain unchanged.

To reach Great American Group's Chicago office, contact 312-777-
7945.  For more information about asset disposition, valuation and
appraisal services available through Great American Group, visit
the company's Web site at http://www.greatamerican.com

             About Great American Group, LLC (GAMR-G)

Great American Group, LLC -- http://www.greatamerican.com-- is a
provider of asset disposition solutions and valuation and
appraisal services to a wide range of industrial and retail
clients, as well as lenders, capital providers, private equity
investors and professional service firms.  Great American Group
has offices in Atlanta, Boston, Chicago, Dallas, London, Los
Angeles, New York and San Francisco.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In re Maria Lopez
   Bankr. C.D. Calif. Case No. 12-18643
      Chapter 11 Petition filed March 10, 2012

In re Fortune West Enterprises, Inc.
   Bankr. E.D. Calif. Case No. 12-24741
      Chapter 11 Petition filed March 11, 2012
         See http://bankrupt.com/misc/caeb12-24741.pdf
         represented by: W. Austin Cooper, Esq.

In re Blue Jay Investsments, Inc.
   Bankr. W.D. Mo. Case No. 12-60369
      Chapter 11 Petition filed March 11, 2012
         See http://bankrupt.com/misc/mowb12-60369.pdf
         represented by: Diana P. Brazeale, Esq.
                         Brazeale Law Firm, LLC
                         E-mail: diana@brazealelaw.com

In re Southeastern Medical Center, PC
   Bankr. E.D.N.C. Case No. 12-01897
      Chapter 11 Petition filed March 11, 2012
         See http://bankrupt.com/misc/nceb12-01897.pdf
         represented by: Richard D. Sparkman, Esq.
                         Richard D. Sparkman & Assoc., P.A.
                         E-mail: rds@sparkmanlaw.com

In re Tommy Constantine
   Bankr. D. Ariz. Case No. 12-04842
      Chapter 11 Petition filed March 12, 2012

In re David Vosoughkia
   Bankr. C.D. Calif. Case No. 12-13131
      Chapter 11 Petition filed March 12, 2012

In re Hector Alvarado
   Bankr. C.D. Calif. Case No. 12-13144
      Chapter 11 Petition filed March 12, 2012

In re Roberto Gonzalez
   Bankr. N.D. Calif. Case No. 12-51936
      Chapter 11 Petition filed March 12, 2012

In re Cardiovascular Diagnostic Image
   Bankr. S.D. Fla. Case No. 12-15953
      Chapter 11 Petition filed March 12, 2012
         filed pro se
         See http://bankrupt.com/misc/flsb12-15953.pdf

In re Ocean Poinciana Development, LLC
   Bankr. S.D. Fla. Case No. 12-15972
      Chapter 11 Petition filed March 12, 2012
         See http://bankrupt.com/misc/flsb12-15972.pdf
         represented by: Steven S. Newburgh, Esq.
                         E-mail: ssn@newburghlaw.net

In re Sicily's NOLA I, L.L.C.
        dba Sicily's Italian Buffet
   Bankr. E.D. La. Case No. 12-10717
      Chapter 11 Petition filed March 12, 2012
         See http://bankrupt.com/misc/laeb12-10717p.pdf
         See http://bankrupt.com/misc/laeb12-10717c.pdf
         represented by: Gary K. McKenzie, Esq.
                         Steffes, Vingiello & McKenzie, LLC
                         E-mail: gmckenzie@steffeslaw.com

In re Berry Holdings, LLC
   Bankr. D. Mass. Case No. 12-30349
      Chapter 11 Petition filed March 12, 2012
         See http://bankrupt.com/misc/mab12-30349.pdf
         represented by: Gary M. Weiner, Esq.
                         Weiner & Lange, P.C.
                         E-mail: GWeiner@Weinerlegal.com

In re Seiler, Inc.
   Bankr. D. Nev. Case No. 12-12780
      Chapter 11 Petition filed March 12, 2012
         See http://bankrupt.com/misc/nvb12-12780.pdf
         represented by: Zachariah Larson, Esq.
                         Marquis Aurbach Coffing
                         E-mail: cshurtliff@maclaw.com

In re Andrea Connolly
   Bankr. D. N.J. Case No. 12-16290
      Chapter 11 Petition filed March 12, 2012

In re Debra Zakarin
   Bankr. E.D.N.Y. Case No. 12-71461
      Chapter 11 Petition filed March 12, 2012

In re Manville Properties, Ltd.
   Bankr. N.D. Ohio Case No. 12-11783
      Chapter 11 Petition filed March 12, 2012
         See http://bankrupt.com/misc/ohnb12-11783.pdf
         represented by: Jeffrey H. Weir, II, Esq.
                         Colella & Weir, P.L.L.
                         E-mail: jhweir@cnwlaw.com

In re St. Marys Country Club
   Bankr. W.D. Pa. Case No. 12-10364
      Chapter 11 Petition filed March 12, 2012
         See http://bankrupt.com/misc/pawb12-10364.pdf
         represented by: Guy C. Fustine, Esq.
                         Knox McLaughlin Gornall & Sennett, P.C.
                         E-mail: mwernick@kmgslaw.com

In re BaiBai Kamara
   Bankr. E.D. Va. Case No. 12-11612
      Chapter 11 Petition filed March 12, 2012

In re Farmville Group, LLC
   Bankr. E.D. Va. Case No. 12-11588
      Chapter 11 Petition filed March 12, 2012
         filed pro se
         See http://bankrupt.com/misc/vaeb12-11588.pdf

In re Tri County Rentals, Inc.
        aka Boone Equipment
   Bankr. S.D. W.Va. Case No. 12-20152
      Chapter 11 Petition filed March 12, 2012
         See http://bankrupt.com/misc/wvsb12-20152.pdf
         represented by: Mitchell Lee Klein, Esq.
                         Klein Law Office
                         E-mail: sydney@kleinhall.com


In re Michael Bohlman
   Bankr. D. Ariz. Case No. 12-04998
      Chapter 11 Petition filed March 13, 2012

In re B & B Petroleum Inc.
   Bankr. C.D. Calif. Case No. 12-18898
      Chapter 11 Petition filed March 13, 2012
         See http://bankrupt.com/misc/cacb12-18898.pdf
         represented by: Robert K. Wing, Esq.
                         Robert K. Wing APLC
                         E-mail: rkw@rkwing.com

In re Christopher Scott
   Bankr. C.D. Calif. Case No. 12-12359
      Chapter 11 Petition filed March 13, 2012

In re Istefan Cinoglu
   Bankr. C.D. Calif. Case No. 12-12357
      Chapter 11 Petition filed March 13, 2012

In re Patricia De Luca
   Bankr. N.D. Calif. Case No. 12-51940
      Chapter 11 Petition filed March 13, 2012

In re W. Rogers
   Bankr. S.D. Calif. Case No. 12-03485
      Chapter 11 Petition filed March 13, 2012

In re Kinship Academy, Inc.
   Bankr. D. Conn. Case No. 12-50472
      Chapter 11 Petition filed March 13, 2012
         See http://bankrupt.com/misc/ctb12-50472.pdf
         represented by: Stephen P. Wright, Esq.
                         Harlow, Adams, and Friedman
                         E-mail: spw@quidproquo.com

In re Paul Bryan
   Bankr. M.D. Fla. Case No. 12-01638
      Chapter 11 Petition filed March 13, 2012

In re Manifest Capital Unlimited Inc.
   Bankr. D. Mass. Case No. 12-12041
      Chapter 11 Petition filed March 13, 2012
         See http://bankrupt.com/misc/mab12-12041.pdf
         represented by: Robert L. O'Brien, Esq.
                         E-mail: robjd@mail2firm.com

In re MYLLENE2020 LLC
   Bankr. D. Mass. Case No. 12-12069
      Chapter 11 Petition filed March 13, 2012
         See http://bankrupt.com/misc/mab12-12069.pdf
         represented by: Warren E. Wood, Esq.
                         Law Office of Warren E. Wood, LLC
                         E-mail: woodattys2009@yahoo.com

In re Paul Gray
   Bankr. D. Mass. Case No. 12-12046
      Chapter 11 Petition filed March 13, 2012

In re Douglas Bates
   Jan Bates
   Bankr. E.D. Mo. Case No. 12-42216
      Chapter 11 Petition filed March 13, 2012

In re KEODY Transfer, LLC
   Bankr. D. Neb. Case No. 12-40519
      Chapter 11 Petition filed March 13, 2012
         See http://bankrupt.com/misc/neb12-40519.pdf
         represented by: David Grant Hicks, Esq.
                         Pollak & Hicks PC
                         E-mail: dhickslaw@aol.com

In re Kih Gourrier
   Bankr. D. Nev. Case No. 12-12785
      Chapter 11 Petition filed March 13, 2012

In re Elegant Home Furnishings NY Inc.
   Bankr. E.D.N.Y. Case No. 12-71463
      Chapter 11 Petition filed March 13, 2012
         filed pro se
         See http://bankrupt.com/misc/nyeb12-71463.pdf

In re Kharun, Inc.
   Bankr. E.D.N.Y. Case No. 12-41779
      Chapter 11 Petition filed March 13, 2012
         filed pro se
         See http://bankrupt.com/misc/nyeb12-41779.pdf

In re Todd J. Amus DDS, P.C.
   Bankr. S.D.N.Y. Case No. 12-22522
      Chapter 11 Petition filed March 13, 2012
         See http://bankrupt.com/misc/nysb12-22522.pdf
         represented by: Todd S. Cushner, Esq.
                         Cushner & Garvey, LLP
                         E-mail: Todd@cushnergarvey.com

In re Alfonso Diaz Merheb
   Bankr. D. Puerto Rico Case No. 12-01871
      Chapter 11 Petition filed March 13, 2012

In re Raymond Bolles
   Bankr. E.D. Tenn. Case No. 12-11289
      Chapter 11 Petition filed March 13, 2012

In re Jones Brothers Enterprises, Inc.
        dba Brother's Grill & Seafood
   Bankr. W.D. Tenn. Case No. 12-22755
      Chapter 11 Petition filed March 13, 2012
         See http://bankrupt.com/misc/tnwb12-22755.pdf
         represented by: Earnest E. Fiveash, Jr., Esq.
                         E-mail: earnietheattorney@gmail.com

In re Noel Zamora
   Bankr. S.D. Texas Case No. 12-50077
      Chapter 11 Petition filed March 13, 2012

In re Douglas Goodart
   Bankr. W.D. Wash. Case No. 12-12517
      Chapter 11 Petition filed March 13, 2012


In re Courtney Roberts
   Bankr. D. Ariz. Case No. 12-05106
      Chapter 11 Petition filed March 14, 2012

In re G.R.I.P Development, Inc.
   Bankr. E.D. La. Case No. 12-10767
      Chapter 11 Petition filed March 14, 2012
         See http://bankrupt.com/misc/laeb12-10767.pdf
         represented by: Edwin M. Shorty, Jr., Esq.
                         Shorty, Dooley & Hall, LLC
                         E-mail: EShorty@sdhlawllc.com

In re The Stolen Menu Cafe, LLC
   Bankr. D. Maine Case No. 12-20249
      Chapter 11 Petition filed March 14, 2012
         See http://bankrupt.com/misc/meb12-20249.pdf
         represented by: Jacqueline Cardinali, Esq.
                         The Cardinali Law Firm PLLC
                         E-mail: jcardinaliesq@gmail.com

In re George Woods
   Bankr. D. Mass. Case No. 12-40896
      Chapter 11 Petition filed March 14, 2012

In re Boodles, Inc.
   Bankr. D. Mont. Case No. 12-60362
      Chapter 11 Petition filed March 14, 2012
         See http://bankrupt.com/misc/mtb12-60362.pdf
         represented by: Gary S. Deschenes, Esq.
                         E-mail: descheneslaw@dslawoffices.net

In re Darby Garcia
   Bankr. D. Nev. Case No. 12-12928
      Chapter 11 Petition filed March 14, 2012

In re 144 Food Corp, Inc.
        dba Fifth Avenue Epicure
   Bankr. S.D.N.Y. Case No. 12-11031
      Chapter 11 Petition filed March 14, 2012
         See http://bankrupt.com/misc/nysb12-11031.pdf
         represented by: Khagendra Gharti Chhetry, Esq.
                         Chhetry & Associates, P.C.
                         E-mail: khunu@aol.com

In re Shothaven LTD
        aka Mark Carero, Jr.
   Bankr. M.D. Pa. Case No. 12-01441
      Chapter 11 Petition filed March 14, 2012
         filed pro se
         See http://bankrupt.com/misc/pamb12-01441.pdf

In re Pacific Plains Company, LLC
   Bankr. N.D. Texas Case No. 12-31653
      Chapter 11 Petition filed March 14, 2012
         See http://bankrupt.com/misc/txnb12-31653.pdf
         represented by: Howard Marc Spector, Esq.
                         Spector & Johnson, PLLC
                         E-mail: hspector@spectorjohnson.com

In re Ivy Lake Properties, Inc.
   Bankr. W.D. Va. Case No. 12-60611
      Chapter 11 Petition filed March 14, 2012
         See http://bankrupt.com/misc/vawb12-60611.pdf
         represented by: T. Henry Clarke, IV, Esq.
                         E-mail: ivlaw.clarke@verizon.net

In re Steven Groom
   Bankr. E.D. Wash. Case No. 12-01168
      Chapter 11 Petition filed March 14, 2012

In re Laurie Haake
   Bankr. W.D. Wis. Case No. 12-11398
      Chapter 11 Petition filed March 14, 2012

In re R and D Properties, Inc.
   Bankr. N.D. Ala. Case No. 12-01293
      Chapter 11 Petition filed March 15, 2012
         See http://bankrupt.com/misc/alnb12-01293.pdf
         represented by: Walter F. McArdle, Esq.
                         Spain & Gilllon LLC
                         E-mail: wfm@spain-gillon.com

In re Michael Mendelsohn
   Bankr. D. Ariz. Case No. 12-05217
      Chapter 11 Petition filed March 15, 2012

In re Jaire Home, Inc.
   Bankr. C.D. Calif. Case No. 12-13313
      Chapter 11 Petition filed March 15, 2012
         See http://bankrupt.com/misc/cacb12-13313.pdf
         represented by: Stephen A. Madoni, Esq.

In re Maria Munoz
   Bankr. C.D. Calif. Case No. 12-11105
      Chapter 11 Petition filed March 15, 2012

In re Naeem Ahmad
   Bankr. E.D. Calif. Case No. 12-25027
      Chapter 11 Petition filed March 15, 2012

In re Mark DAmico
   Bankr. M.D. Fla. Case No. 12-01688
      Chapter 11 Petition filed March 15, 2012

In re R&J Aviation, Inc.
   Bankr. N.D. Ill. Case No. 12-10348
      Chapter 11 Petition filed March 15, 2012
         See http://bankrupt.com/misc/ilnb12-10348.pdf
         represented by: Nicholas M. Miller, Esq.
                         Neal, Gerber & Eisenberg LLP
                         E-mail: nmiller@ngelaw.com

In re Brown Services, LLC
   Bankr. D. Md. Case No. 12-14863
      Chapter 11 Petition filed March 15, 2012
         See http://bankrupt.com/misc/mdb12-14863.pdf
         represented by: Diana L. Klein, Esq.
                         Klein & Associates, LLC
                         E-mail: dklein@klein-lawfirm.com

In re Carlton Hull
   Bankr. D. Nev. Case No. 12-50554
      Chapter 11 Petition filed March 15, 2012

In re Marla Pascua
   Bankr. D. Nev. Case No. 12-12989
      Chapter 11 Petition filed March 15, 2012

In re Franklin Medina
   Bankr. D. N.J. Case No. 12-16708
      Chapter 11 Petition filed March 15, 2012

In re Jack Fiorelli
   Bankr. D. N.J. Case No. 12-16713
      Chapter 11 Petition filed March 15, 2012

In re Robert Klepner
   Bankr. D. N.J. Case No. 12-16662
      Chapter 11 Petition filed March 15, 2012

In re Emelis Inc.
   Bankr. E.D.N.Y. Case No. 12-41868
      Chapter 11 Petition filed March 15, 2012
         See http://bankrupt.com/misc/nyeb12-41868.pdf
         represented by: Emmanuella Mary Agwu, Esq.
                         E-mail: emmanuella_a@yahoo.com

In re Jahaira Canela
   Bankr. E.D.N.Y. Case No. 12-41871
      Chapter 11 Petition filed March 15, 2012

In re ACI Group Holdings LLC
        dba Piezaro's Pizza and Pasta
   Bankr. S.D.N.Y. Case No. 12-22540
      Chapter 11 Petition filed March 15, 2012
         See http://bankrupt.com/misc/nysb12-22540.pdf
         represented by: Paul S. Cooper, Esq.
                         E-mail: pscooperlaw@aol.com

In re Whispering Pines, Inc.
   Bankr. M.D. Pa. Case No. 12-01481
      Chapter 11 Petition filed March 15, 2012
         See http://bankrupt.com/misc/pamb12-01481.pdf
         represented by: Robert E. Chernicoff, Esq.
                         Cunningham and Chernicoff PC
                         E-mail: rec@cclawpc.com

In re Darwin Schmidt
   Bankr. N.D. Texas Case No. 12-20140
      Chapter 11 Petition filed March 15, 2012

In re Houston Columbian Protection, L.L.C.
        fdba Tactical Security International
        dba Houston Columbian Uniforms & Supplies
        fdba Stanley Tactical Security Academy
   Bankr. S.D. Texas Case No. 12-32029
      Chapter 11 Petition filed March 15, 2012
         See http://bankrupt.com/misc/txsb12-32029.pdf
         represented by: Helene Thaissa Bergman, Esq.
                         E-mail: Bergmanlawfirm@sbcglobal.net

In re Karen Foster
   Bankr. W.D. Va. Case No. 12-60619
      Chapter 11 Petition filed March 15, 2012

In re Ericksen Avenue Properties, LLC
   Bankr. W.D. Wash. Case No. 12-12592
      Chapter 11 Petition filed March 15, 2012
         See http://bankrupt.com/misc/wawb12-12592.pdf
         represented by: Jerome Shulkin, Esq.
                         Shulkin Hutton Inc PS
                         E-mail: mepelbaum@shulkin.com

In re Windsock Lane LLC
   Bankr. W.D. Wash. Case No. 12-12593
      Chapter 11 Petition filed March 15, 2012
         See http://bankrupt.com/misc/wawb12-12593.pdf
         represented by: Jacob D. DeGraaff, Esq.
                         John Long Law PLLC
                         E-mail: ecf@johnlonglaw.com

In re Desert Valley Assisted Living, LLC
   Bankr. D. Ariz. Case No. 12-05309
      Chapter 11 Petition filed March 16, 2012
         filed pro se
         See http://bankrupt.com/misc/azb12-05309.pdf

In re Robert Highsmith
   Bankr. D. Ariz. Case No. 12-05374
      Chapter 11 Petition filed March 16, 2012

In re Alice's Sapin-Sapin Inc.
   Bankr. C.D. Calif. Case No. 12-19475
      Chapter 11 Petition filed March 16, 2012
         See http://bankrupt.com/misc/cacb12-19475.pdf
         represented by: Nathan V. Hoffman, Esq.
                         Law Offices of Hoffman & Osorio LLP
                         E-mail: ecf@choicelawgroup.com

In re Olympic Tile and Stone, Inc.
   Bankr. C.D. Calif. Case No. 12-12502
      Chapter 11 Petition filed March 16, 2012
         See http://bankrupt.com/misc/cacb12-12502.pdf
         represented by: Leonardo Drubach, Esq.
                         E-mail: zlaw578@yahoo.com

In re David Hodge
   Bankr. N.D. Calif. Case No. 12-30838
      Chapter 11 Petition filed March 16, 2012

In re Andrew Houseman
   Bankr. M.D. Fla. Case No. 12-01731
      Chapter 11 Petition filed March 16, 2012

In re Eric Stilp
   Bankr. M.D. Fla. Case No. 12-03478
      Chapter 11 Petition filed March 16, 2012

In re Jon Saltzman
   Bankr. M.D. Fla. Case No. 12-03806
      Chapter 11 Petition filed March 16, 2012

In re Michael Johnson
   Bankr. S.D. Fla. Case No. 12-16425
      Chapter 11 Petition filed March 16, 2012

In re Paul Ciarelli
   Bankr. S.D. Fla. Case No. 12-16429
      Chapter 11 Petition filed March 16, 2012

In re Acars Towing, LLC
   Bankr. N.D. Ga. Case No. 12-57001
      Chapter 11 Petition filed March 16, 2012
         filed pro se
         See http://bankrupt.com/misc/ganb12-57001.pdf

In re Hubert Duffie
   Bankr. S.D. Ga. Case No. 12-10516
      Chapter 11 Petition filed March 16, 2012

In re Jackson GR, Inc.
        dba Ground Round Grill & Bar
   Bankr. E.D. Mich. Case No. 12-46528
      Chapter 11 Petition filed March 16, 2012
         See http://bankrupt.com/misc/mieb12-46528p.pdf
         See http://bankrupt.com/misc/mieb12-46528c.pdf
         represented by: Matthew J. Vivian, Esq.
                         E-mail: matt@vivianlaw.com

In re Queen Anne Hospitality Corp.
   Bankr. W.D. Mo. Case No. 12-60423
      Chapter 11 Petition filed March 16, 2012
         See http://bankrupt.com/misc/mowb12-60423.pdf
         represented by: Diana P. Brazeale, Esq.
                         Brazeale Law Firm, LLC
                         E-mail: diana@brazealelaw.com

In re Michael Abboud
   Bankr. E.D.N.Y. Case No. 12-41906
      Chapter 11 Petition filed March 16, 2012

In re D. J.'s Restaurant, Inc.
   Bankr. S.D.N.Y. Case No. 12-22548
      Chapter 11 Petition filed March 16, 2012
         See http://bankrupt.com/misc/nysb12-22548.pdf
         represented by: Neil R. Flaum, Esq.
                         Flaum & Associates, P. C.
                         E-mail: flaumandassociatespc@gmail.com

In re William Brooks
   Bankr. E.D.N.C. Case No. 12-02072
      Chapter 11 Petition filed March 16, 2012

In Hector Velez Roman
   Bankr. D. Puerto Rico Case No. 12-01989
      Chapter 11 Petition filed March 16, 2012

In Jose Torres Maldonado
   Bankr. D. Puerto Rico Case No. 12-01986
      Chapter 11 Petition filed March 16, 2012

In re San Vito-Burke LLC
        dba San Vito-Burke Ristorante Italiano And Brick Oven
Pizzaria
   Bankr. E.D. Va. Case No. 12-11748
      Chapter 11 Petition filed March 16, 2012
         See http://bankrupt.com/misc/vaeb12-11748.pdf
         represented by: George LeRoy Moran, Esq.
                         E-mail: glmoran@yahoo.com

In Kevin Choi
   Bankr. W.D. Wash. Case No. 12-12641
      Chapter 11 Petition filed March 16, 2012

In Daniel Davis
   Bankr. N.D. Calif. Case No. 12-42401
      Chapter 11 Petition filed March 17, 2012

In re ABS Pizzeria Inc.
   Bankr. S.D.N.Y. Case No. 12-11075
      Chapter 11 Petition filed March 18, 2012
         See http://bankrupt.com/misc/nysb12-11075p.pdf
         See http://bankrupt.com/misc/nysb12-11075c.pdf
         represented by: Lawrence F. Morrison, Esq.
                         E-mail:  morrlaw@aol.com

In re TaxMasters, Inc.
        fka Crown Partners, Inc.
   Bankr. S.D. Texas Case No. 12-32064
      Chapter 11 Petition filed March 18, 2012
         See http://bankrupt.com/misc/txsb12-32064.pdf
         represented by: Johnie J. Patterson, Esq.
                         Walker & Patterson,P.C.
                         E-mail: jjp@walkerandpatterson.com

In re Caroline in Heaven, LLC
        dba Caroline's Chateau
   Bankr. C.D. Calif. Case No. 12-12591
      Chapter 11 Petition filed March 19, 2012
         See http://bankrupt.com/misc/cacb12-12591.pdf
         represented by: Robert Reganyan, Esq.
                         Reganyan Law Firm
                         E-mail: reganyanlawfirm@gmail.com

In re In Yi
   Bankr. C.D. Calif. Case No. 12-13461
      Chapter 11 Petition filed March 19, 2012

In re Michael Kamen
   Bankr. C.D. Calif. Case No. 12-19793
      Chapter 11 Petition filed March 19, 2012

In re William Barth
   Bankr. C.D. Calif. Case No. 12-19650
      Chapter 11 Petition filed March 19, 2012

In re Capitol Technology Centre, Inc.
   Bankr. D. D.C. Case No. 12-00198
      Chapter 11 Petition filed March 19, 2012
         See http://bankrupt.com/misc/dcb12-00198.pdf
         represented by: Michael D. Sendar, Esq.
                         Law Offices of Michael D. Sendar

In re King and Queen LLC
   Bankr. D. Md. Case No. 12-15041
      Chapter 11 Petition filed March 19, 2012
         See http://bankrupt.com/misc/mdb12-15041.pdf
         represented by: Sonila Isak, Esq.
                         The Isak Law Firm
                         E-mail: sonila@isaklaw.com

In re Kelly James
   Bankr. W.D. Mo. Case No. 12-41013
      Chapter 11 Petition filed March 19, 2012

In re Roger Anderson
   Bankr. D. Neb. Case No. 12-40585
      Chapter 11 Petition filed March 19, 2012

In re MMR Ventures LLC
   Bankr. E.D.N.Y. Case No. 12-71614
      Chapter 11 Petition filed March 19, 2012
         See http://bankrupt.com/misc/nyeb12-71614.pdf
         represented by: Diana P. Brazeale, Esq.
                         E-mail:  morrlaw@aol.com

In re Mohan Sadana
   Bankr. N.D.N.Y. Case No. 12-10721
      Chapter 11 Petition filed March 19, 2012


In re Pam Real Thai Food, Inc.
   Bankr. S.D.N.Y. Case No. 12-11094
      Chapter 11 Petition filed March 19, 2012
         See http://bankrupt.com/misc/nysb12-11094.pdf
         represented by: Jonathan S. Pasternak, Esq.
                         Rattet Pasternak, LLP
                         E-mail: jsp@rattetlaw.com

   In re Pam Real Thai II Corp.
      Bankr. S.D.N.Y. Case No. 12-11096
         Chapter 11 Petition filed March 19, 2012
            See http://bankrupt.com/misc/nysb12-11096.pdf
            represented by: Jonathan S. Pasternak, Esq.
                            Rattet Pasternak, LLP
                            E-mail: jsp@rattetlaw.com

In re Robert Youngblood
   Bankr. E.D.N.C. Case No. 12-02105
      Chapter 11 Petition filed March 19, 2012

In re Jason Kraus
   Bankr. S.D. Ohio Case No. 12-11408
      Chapter 11 Petition filed March 19, 2012

In re DesignerWare, LLC
   Bankr. W.D. Pa. Case No. 12-10397
      Chapter 11 Petition filed March 19, 2012
         See http://bankrupt.com/misc/pawb12-10397.pdf
         represented by: Robert S. Bernstein, Esq.
                         Bernstein Law Firm, P.C.
                         E-mail: rbernstein@bernsteinlaw.com

In re Bobby Jackson Electrical Inc.
   Bankr. D. S.C. Case No. 12-01757
      Chapter 11 Petition filed March 19, 2012
         See http://bankrupt.com/misc/scb12-01757.pdf
         represented by: Robert H. Cooper, Esq.
                         E-mail: bknotice@thecooperlawfirm.com

In re Pat Blaylock
   Bankr. M.D. Tenn. Case No. 12-02675
      Chapter 11 Petition filed March 19, 2012

In re Paul Proctor
   Bankr. M.D. Tenn. Case No. 12-02674
      Chapter 11 Petition filed March 19, 2012

In re Sterling Capital Partners, LLC
   Bankr. N.D. Calif. Case No. 12-52170
       Chapter 11 Petition filed March 22, 2012
          Filed Pro Se

In re 680 Stonehouse Lane LLC
   Bankr. C.D. Calif. Case No. 12-11221
      Chapter 11 Petition filed March 23, 2012
          Filed pro se



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
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
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