TCR_Public/120411.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 11, 2012, Vol. 16, No. 100

                            Headlines

200 WHP: Voluntary Chapter 11 Case Summary
261 EAST 78: Asks Court to Expunge $17.6MM Claim of MB Financial
261 EAST 78: Court Approves Georgoulis as Litigation Counsel
261 EAST 78: Has Until April 20 to File Reorganization Plan
A-1 PLANK: Bank Wins Default Judgment Over Unreturned Equipment

ALC HOLDINGS: Plan Exclusivity Extension Hearing Tomorrow
ALVARION LTD: To Default on Financial Covenant Under $30MM Loan
AMERICAN AIRLINES: ALPA Says CBA Rejection Won't Help Long Term
AMERICAN ORIENTAL: Receives NYSE Notice of Delisting
AMERICAS ENERGY: SEC Says Reorganization Plan Not Confirmable

ARCAPITA BANK: Court Approves GCG as Claims and Noticing Agent
ARCAPITA BANK: Taps Alvarez & Marsal as Financial Advisors
ARCAPITA BANK: Taps Trowers & Hamlins as Bahraini Counsel
AUGUST CAYMAN: S&P Assigns Preliminary 'B' Corp. Credit Rating
AZKAR INC: Voluntary Chapter 11 Case Summary

BANKATLANTIC BANCORP: Incurs $17.4-Mil. Net Loss in 4th Quarter
BATAA/KIERLAND LLC: Wants JPMCC to Pay for Mediation Expenses
BERNARD L. MADOFF: Trustee Can't Aim Tort Claims at 3rd Parties
BERNARD L. MADOFF: Sons' Wives Mostly Let Off the Hook on Suits
BETSY WEBB: Case Summary & 20 Largest Unsecured Creditors

BION ENVIRONMENTAL: 2011 Unitholders Participate in New Offering
BILLMYPARENTS INC: Grants 10 Million Warrants to Robert DeSantis
BRILEY FARMS: Case Summary & 20 Largest Unsecured Creditors
BUFFETS INC: Plan Outline Hearing Continued Until April 30
BVI ASSURED: Case Summary & 20 Largest Unsecured Creditors

C. B. & H.: Case Summary & 20 Largest Unsecured Creditors
CDC CORP: Maples and Calder Approved as Cayman Islands Counsel
CDC CORP: Plan Disclosure Hearing Continued Until April 26
CHINQUA PENN: April 25 & 26 Auction for Property Assets
CHRISTOPHER GARNER: Court Conditionally Approves Hiring of Counsel

COMMUNITY FIRST: Bank Closes Assets Sale to Southern Community
CONNECTICUT LIGHT: Moody's Cuts Preferred Stock Ratings to 'Ba1'
DEAN WARREN: Voluntary Chapter 11 Case Summary
DELTA INVESTMENTS: Voluntary Chapter 11 Case Summary
DETROIT, MI: Moody's Cuts Ratings on Water & Sewerage Debt

DORACON INC: Response Deadline Extended to April 24
DREIER LLP: BDO USA OK'd to Handle Solvency Related Issues
DRI CORP: Sec. 341 Creditors' Meeting Set for April 25
DRYDOCKS WORLD: Adviser Says Monarch Unlikely to Back Debt Deal
DYNEGY INC: Brower Piven Looking to Participate in Class Suit

EASTERN LIVESTOCK: Amends Schedules of Assets and Liabilities
EASTERN LIVESTOCK: Ken Byrd OK'd as Ch. 11 Trustee's Auctioneer
EASTERN LIVESTOCK: Kroger Gardis OK'd to Prosecute Estate Claims
EASTMAN KODAK: Asks Court for Retired Workers' Committee
EASTMAN KODAK: Proposes $13.5-Mil. in Employee Bonuses

EASTMAN KODAK: To Sell Lease on Times Square Billboard
EASTMAN KODAK: Amends Terms of Photo Business Sale
EASTMAN KODAK: U.S. Trustee Opposes Equity Committee
EC DEVELOPMENT: Schulman Wolfson Raises Going Concern Doubt
EDIETS.COM INC: Kevin Richardson Assumes PFO and PAO Roles

EDIETS.COM INC: Incurs $1.65 Million Net Loss in Fourth Quarter
ENDURANCE INTERNATIONAL: S&P Gives 'B' Rating on $535MM Term Loan
ENERGY FOCUS: Continued Losses Cue Going Concern Doubt
ENERGY FUTURE: Files Post-Effective Amendment to Form S-1
FAIRGROUNDS PROPERTIES: Court Confirms Bankruptcy-Exit Plan

FILENE'S BASEMENT: May 3 Auction for Intellectual Property
FIRST NATIONAL: Court OKs Modification of Adequate Protection
FIRST NATIONAL: Has Access to Cash Collateral Until May 31
FIRST NATIONAL: Lender's Cash for Elevator Modernization OK'd
GALP CYPRESS: Court Dismisses Chapter 11 Case

GIORDANO'S ENTERPRISES: Apostolous Suit to Proceed in State Court
GMX RESOURCES: To Exchange 2.2MM Shares for $4.1MM Conv. Notes
GREDE HOLDINGS: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
GRUBB & ELLIS: Colliers Int'l Snags Eight Brokers
GRUBB & ELLIS: Brokers Object to Asset Purchase Deal Supplement

GRUBB & ELLIS: Alvarez & Marsal OK'd as Financial Advisor
GRUBB & ELLIS: Files Schedules of Assets and Liabilities
GRUBB & ELLIS: Taps Kurtzman Carson Consultants as Admin. Agent
GRUBB & ELLIS: Togut Segal Approved as Bankruptcy Counsel
GRUBB & ELLIS: Zukerman Gore Approved as Corporate Counsel

HARLAY HOSPITALITY: Case Summary & 9 Largest Unsecured Creditors
HARRELSON UTILITIES: Court Won't Reopen Chapter 11 Case
HARRISBURG, PA: Seeks Hearing on Receiver's Resignation
HARRINGTON WEST: Bankruptcy Case Converted to Chapter 7
HD SUPPLY: Completes Sale of Interest in IPVF to Shale-Inland

HD SUPPLY: Plans to Offer Senior Secured Notes
HEBB BUILDERS: Case Summary & 20 Largest Unsecured Creditors
HESPERIA RDA: S&P Removes 'BB+' Rating on Tax Bonds Off Watch
HINSON MANAGEMENT: Case Summary & 2 Largest Unsecured Creditors
HMC/CAH: Wants Continued Use of Cash Collateral Until Sept. 28

HMC/CAH: Court Approves CliftonLarsonAllen as Tax Advisor
HMC/CAH: Wants to Borrow $61,948 from Fuduka to Buy Equipment
HMC/CAH: Court Rejects Application for Royal Blue as Consultant
HORIZON LINES: Delays Filing of 2011 Annual Report
HORIZON RIDGE: Case Summary & 3 Largest Unsecured Creditors

HOSTESS BRANDS: Proposes Salary Freeze for Union Workers
HOSTESS BRANDS: Claim Buyers Circle Bankruptcy Case
HOSTESS BRANDS: Won't Disclose Details on Executives' Raises
ICG REAL ESTATE: Files for Chapter 11 in Detroit
IDQ HOLDINGS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable

IMAGEWARE SYSTEMS: Incurs $3.2 Million Net Loss in 2011
IMPERIAL PETROLEUM: Discloses Re-Structuring & Management Changes
INTERFUND CORPORATION: Case Summary & 20 Largest Unsec Creditors
INTERNATIONAL TOBACCO: Portion of USDA Claim Entitled to Priority
JAPAN INTERNATIONAL: Case Summary & 8 Largest Unsecured Creditors

JDB FARMS: Case Summary & 20 Largest Unsecured Creditors
JEFFERSON COUNTY: Accuses BNY Mellon of Transferring Funds
JEFFERSON COUNTY: Workers' Names Erased in Court Files
KLN STEEL: Taps Mcdermott Will to Aid in Gov't Deal Bid Protest
KNOWLEDGE UNIVERSE: S&P Cuts Corp. Credit Rating to 'B-', on Watch

LACK'S STORES: Court Confirms Reorganization Plan
LOS ANGELES DODGERS: Expect to Emerge From Bankruptcy April 30
MARICOPA SOLAR: Assets to be Auctioned on April 17
MELROSE CONSTRUCTION: Case Summary & 4 Largest Unsecured Creditors
MERIDIAN MORTGAGE: Judge Orders $140-Mil. Judgment for Founder

MINOR FAMILY: Judge Approves Sale Protocol for Landmark Hotel
MOUNTAIN CITY: Secured Lender Opposes Plan Confirmation
NAB HOLDINGS: Moody's Assigns 'B1' Corporate Family Rating
NAB HOLDINGS: S&P Assigns Preliminary 'BB-' Corp. Credit Rating
NATIONAL HOLDINGS: Enters Into $3.3-Mil. Securities Purchase Pact

NATIONAL HOLDINGS: Agrees to Transfer 50% Interest in OPN to Opus
NORD RESOURCES: Nedbank Refuses to Extend Forbearance Anew
NORTHAMPTON GENERATING: Has Until July 2 to Exclusively File Plan
NORTHAMPTON GENERATING: Can Decide on Leases Until July 2
NORTHCORE TECHNOLOGIES: Launches New Web Site for CHPCA

NUPATHE INC: Needs to Raise Additional Funds to Continue
NYTEX ENERGY: Whitley Penn Raises Going Concern Doubt
OILSANDS QUEST: Closes Eagles Nest Asset Sale, Signs DIP Financing
PACKAGING SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
PDQ COOLIDGE: Files for Chapter 11 in Miami

PEMCO WORLD: Has Final Approval for Sun Capital Financing
PETER HENZE: Court Directs Appointment of Chapter 11 Trustee
PHOENIX DINER: Case Summary & 13 Largest Unsecured Creditors
PILGRIM PINES: Case Summary & 20 Largest Unsecured Creditors
PINNACLE AIRLINES: Court Order Restricts Trading in Equity

PONCE TRUST: Files List of 20 Largest Unsecured Creditors
POTOMAC SUPPLY: Committee Wants Final Cash Use Order Amended
POTOMAC SUPPLY: Court OKs Adequate Assurance Payment to Dominion
PREGIS CORP: S&P Withdraws 'B-' Corporate Credit Rating at Request
QUALTEQ INC: Wants Access to Cash Collateral Until June 15

R & J HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
RCC DALLAS: Voluntary Chapter 11 Case Summary
ROG CHURCH: Case Summary & 4 Largest Unsecured Creditors
ROOMSTORE INC: Rooms To Go Pays $2 Million for 10 Texas Stores
ROSEMARY MARSH: Dist. Court Rejects Age Discrimination Suit

S & Y ENTERPRISES: Court Confirms Reorganization Plan
SBA SENIOR: Moody's Assigns 'Ba2' Rating to New $200MM Term Loan
SEALY CORP: Reports $1.2 Million Net Income in Fiscal Q1 2012
SEJWAD HOTELS: Has OK to Hire Michael G. Spector as Bankr. Counsel
SIMMONS FOODS: S&P Raises Corporate Credit Rating to 'CCC+'

SINO-FOREST CORP: Shares Delisted from Toronto Stock Exchange
SINO-FOREST: Ernst & Young Resigns as Auditor
SINO-FOREST: Receives Enforcement Notice From OSC
SK FOODS: District Court Moves Hearing in Collins Case to April 18
SOLAR TRUST: Plans to Hold Auction on April 30

SOLAR TRUST: No Taxpayer Funds Loaned
ST CATHERINE'S HOSPITAL: Files for Chapter 11 Bankruptcy
STAR BUFFET: Files Full-Payment Reorganization Plan
STATE FAIR OF VIRGINIA: Case Converted to Chapter 7
STRATEGIC AMERICAN: Now Known as "Duma Energy Corp."

T-L BRYWOOD: Gets Interim Okay to Use Private Bank Cash
TAXMASTERS INC: Moving to Trustee or Chapter 7 Liquidation
TAYLOR BEAN: Creditors' Objections Missed Deadline, Judge Says
TRENDMARK HOMES: Case Summary & 17 Largest Unsecured Creditors
TRIBUNE CO: Plan Confirmation Hearing Delayed to June 7

TRIBUNE CO: Court Enters Ruling on Allocation Disputes Under Plan
TRIBUNE CO: Panel's Claims vs. Citi, Merrill Severed From JPM Suit
TRIDENT MICROSYSTEMS: A&M OK'd as Equity Panel's Fin'l Advisors
TRIDENT MICROSYSTEMS: Bayard OK'd as Statutory Panel's Co-Counsel
TRIDENT MICROSYSTEMS: Dewey & Leboeuf OK'd as Committee's Counsel

TRIDENT MICROSYSTEMS: Pachulski Stang OK'd as Panel's Counsel
TRIDENT MICROSYSTEMS: Quinn Emanuel Tapped as Committee Counsel
TRILOGY DEVELOPMENT: 8th Cir. BAP Affirms Lien Ruling
UNIVERSAL SOLAR: Incurs $2.7 Million Net Loss in 2011
VANDEMERE LLC: Case Summary & 20 Largest Unsecured Creditors

VEBLEN EAST: Ch. 11 Trustee Wants Reorganization Case Dismissed
VERSO PAPER: S&P Rates $180.2 Million Secured Notes 'BB-'
VINASHIN: U.S. Hedge Fund Drops Lawsuit Against Firm
VOLUNTEER BANCORP: Crowe Horwath Raises Going Concern Doubt
VUZIX CORP: Defers Payment of $141,666 to LC Capital Until 2014

WARNER SPRINGS: Court Wants U.S. Trustee's Objections Addressed
WARREN SAPP: Former Pro Bowl Lineman Files for Chapter 7
WAVE2WAVE COMMUNICATIONS: Verizon Agrees to Continue Services
WAVE2WAVE COMMUNICATIONS: Can Hire Mintz Levin as Special Counsel
WAVE2WAVE COMMUNICATIONS: Committee Taps Cooley LLP as Counsel

WAVE2WAVE COMMUNICATIONS: Ford Wants to Repossess Motor Vehicles
WEBB REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors
WENDY'S INTERNATIONAL: S&P Rates $1.3-Bil. Credit Facilities 'BB-'
WJO INC: Court OKs Re-engagement of Ciardi Ciardi as Counsel

* Homeowners Win Punitive Award Over Wells Fargo Overcharges
* Circuit Court Stands Behind In Pari Delicto Defense
* Divorce Settlement Upheld Regardless of Madoff Fraud
* Amount of Mortgage Can't Be Fixed in Chapter 13 Plan
* Unjust Enrichment Is Core When Paired With Fraudulent Transfer

* Investors Watch Pricing of J.P. Morgan Rialto Distressed CMBS

* Moody's Says Global Speculative Grade Default Rate Up to 2.3%

* Upcoming Meetings, Conferences and Seminars



                            *********

200 WHP: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 200 WHP, LLC
        201 Moss Mill Road
        Port Republic, NJ 08241

Bankruptcy Case No.: 12-18821

Chapter 11 Petition Date: April 3, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Anthony Sodono, III, Esq.
                  Joao Ferreira Magalhaes, Esq.
                  TRENK, DIPASQUALE, ET AL.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8600
                  E-mail: asodono@trenklawfirm.com
                          jmagalhaes@trenklawfirm.com

Scheduled Assets: $2,000,000

Scheduled Liabilities: $1,140,791

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

The petition was signed by Perry Stamelos, sole member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Phoenix Diner Corp.                    12-18819   04/03/12


261 EAST 78: Asks Court to Expunge $17.6MM Claim of MB Financial
----------------------------------------------------------------
261 East 78 Realty Corp. asks the Bankruptcy Court to expunge MB
Financial Bank, N.A.'s lien and proof of claim and determine that
MB Financial has failed to establish a valid lien on its premises
located at 261 East 78th Street, New York.

On Feb. 2, 2012, MB Financial a filed proof of claim for
$17.67 million.  MB Financial claims to be a secured creditor of
the Debtor having perfected its claims through "recorded mortgages
and related documents".

Chris Georgoulis, Esq., at Georgoulis & Associates PLLC, in New
York, attorney for the Debtor, assert that MB Financial does not
have standing to assert its claim because it does not have the
original mortgage notes.  Without proper documentation, MB
Financial's claim must be expunged because there is proof to
establish its lien or claim, he adds.

According to the Debtor, there are three relevant mortgage loan
notes that MB Financial must have in its possession to have
standing to foreclose, namely:

   (1) the original acquisition note of $5.58 million;

   (2) a consolidated, amended and restated building loan note of
       $6.68 million; and

   (3) a consolidated, amended and restated project loan note of
       $205,000.

The Debtor made a mortgage loan with Broadway Bank, Chicago,
Illinois, a bank that is no longer in business, in April 2007.  At
that time executed an acquisition loan note, a building loan note
and a project loan note in favor of Broadway, as well as related
mortgages and other loan documents.  Two of these loans were
subsequently extended in September 2009, at which time the Debtor
executed a gap building loan note, a consolidated building loan
note, a gap project loan note and a consolidated project loan note
in favor of Broadway.

On April 23, 2010, the FDIC took over Broadway Bank and MB
Financial agreed to purchase certain of Broadway's assets through
the execution of a purchase and assumption agreement with FDIC.

                           About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  Judge Robert E. Gerber presides
over the case.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20,211,417 in assets and $18,757,664 in
liabilities.  The petition was signed by Lee Moncho, president.


261 EAST 78: Court Approves Georgoulis as Litigation Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized 261 East 78 Realty Corp. to employ Georgoulis &
Associates, PLLC, as its litigation counsel for the purpose of
objecting to MB Financial Bank N.A.'s claim and disputing its
standing as a secured creditor.

On Feb. 9, 2012, MB Financial filed a proof of claim as a secured
creditor in the amount of $17,674,827.

The Debtor will pay Georgoulis at its normal hourly rates of $475
per hour for Partners and $225 to $360 per hour for associates.

                           About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  Judge Robert E. Gerber presides
over the case.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20,211,417 in assets and $18,757,664 in
liabilities.  The petition was signed by Lee Moncho, president.


261 EAST 78: Has Until April 20 to File Reorganization Plan
-----------------------------------------------------------
At the behest of 261 East 78 Realty Corp., the Bankruptcy Court
extended the Debtor's deadline to file a plan of reorganization
until April 20, 2012.

MB Financial Bank, N.A., opposed the requested extension asserting
that the Debtor has failed to meet its burden of establishing
cause under Section 362 of the Bankruptcy Code.  MF Financial
asserted that the entire premise of the Debtor's application --
that it cannot file a plan of reorganization until the issue of
standing is decided -- is fatally flawed.

"MB Financial's standing was conclusively determined on
October 25, 2011 when the State Court, ruling from the bench, held
that MB Financial has standing to prosecute the Foreclosure
Action, denied the Debtor's cross-motion for summary judgment, and
granted MB Financial's motion for summary judgment as a matter of
law."

                           About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  Judge Robert E. Gerber presides
over the case.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20,211,417 in assets and $18,757,664 in
liabilities.  The petition was signed by Lee Moncho, president.


A-1 PLANK: Bank Wins Default Judgment Over Unreturned Equipment
---------------------------------------------------------------
District Judge John W. Lungstrum granted Sunflower, Bank, N.A.'s
request for a default judgment against H.P. Construction Ltd., for
failure to return certain equipment.  The Court entered judgment
against H.P. Construction on the bank's breach of contract claim
in the amount of $380,418, plus interest accruing from and after
judgment at the statutory rate, until paid in full.

On Oct. 18, 2011, Sunflower, Bank, N.A. filed a diversity suit
against H.P. Construction Ltd., asserting conversion of
construction equipment.  The Defendant has failed to appear or
otherwise defend, and the clerk of the court entered default
against it as to liability.

In its complaint, the bank alleges that in 2009, H.P. Construction
leased construction equipment, including shoring panels, props,
and extensions that were patented or trademarked as "TABLA" from a
third-party lessor, A-1 Scaffold & Shoring, LLC.  After the lease
term ended in December 2009, H.P. Construction failed to return
the equipment to A-1S.  In December 2009, A-1S transferred
ownership of the equipment to A-1 Plank and Scaffold
Manufacturing, Inc., in satisfaction of A-1's indebtedness.  On
Feb. 21, 2010, A-1P filed for relief under Chapter 11 of the
Bankruptcy Code.  Sunflower Bank acquired the equipment through a
sale pursuant to 11 U.S.C. Sec. 363 that was confirmed by the
Bankruptcy Court.  Although the bank formally demanded return of
the equipment, to date, H.P. Construction has failed to comply.

The lawsuit is, Sunflower Bank, N.A., v. H.P. Construction Ltd.,
Case No. 11-1324 (D. Kan.).  A copy of the Court's April 4, 2012
Memorandum and Order is available at http://is.gd/fBzFZ1from
Leagle.com.

Sunflower Bank, N.A., is represented by Michael P. Alley, Esq. --
mpalley@cml-law.com -- at Clark, Mize & Linville, Chtd.

                          About A-1 Plank

A-1 Plank & Scaffold Mfg., Inc., and Allenbaugh Family Limited
Partnership sought chapter 11 protection (Bankr. D. Kan. Case
Nos. 10-10379 and 10-10378) on Feb. 21, 2010, and are represented
by Edward J. Nazar, Esq., at Redmond & Nazar, L.L.P., in Wichita,
Kansas.  The debtors ceased normal business operations in October
2009 and all operations came to a halt in February 2010.  A-1
Plank & Scaffold disclosed $1.7 million in assets and $11.3
million in liabilities at the time of the filing.  Allenbaugh
disclosed $3.3 million in assets and liabilities of $3.2 million.
Sunflower Bank is the major secured creditor.


ALC HOLDINGS: Plan Exclusivity Extension Hearing Tomorrow
---------------------------------------------------------
CLA Hold LLC, formerly known as ALC Holdings LLC and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to extend their exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until Aug. 6, 2012,
and Oct. 3, respectively.

Pursuant to the sale order and asset purchase agreement, the sale
of the Debtors' assets was consummated and closed on Feb. 3, 2012.

As reported in the Troubled Company Reporter on Feb. 6, 2012,
Bellus ALC Investments 1, LLC, agreed to purchase the Debtors'
assets for $30 million.  Bellus is an affiliate of Versa Capital
Management.  Bellus is both the Debtors' prepetition secured
lender and postpetition DIP financing lender.

The Debtors relate that they need additional time to examine the
remaining assets to determine the best strategy to recover and
distribute value to creditors.

The Debtors scheduled a hearing on April 12, 2012, at 11:30 a.m.
(E.T.) on their requested exclusivity extensions.

                       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.


ALVARION LTD: To Default on Financial Covenant Under $30MM Loan
---------------------------------------------------------------
Alvarion(R) Ltd. expects first quarter 2012 revenues to be
approximately $33 million to $33.5 million, below the guidance
previously provided by the company, primarily as a result of lower
than expected sales of an older product line which the company
currently intends to replace later this year, as well as a large
order which has been delayed from Q1 until Q2.  Based on this
estimated revenue, non-GAAP net loss per diluted share is expected
to be between ($0.09) and ($0.10) for the first quarter of 2012,
compared to the company's previous guidance of a non-GAAP net loss
per diluted share between ($0.01) and ($0.06) based on expected
revenues of $38 to $43 million.  GAAP per share results, which
include charges of approximately $1.5 million related to the
acquisition of Wavion Inc. in November 2011 and stock-based
compensation, are expected to range between a loss of ($0.12) and
($0.13) compared to the company's previous guidance of a per share
loss between ($0.03) and ($0.08).  Cash and cash equivalents
totaled approximately $51.5 million as of March 31, 2012.

As a result of the foregoing, the company will be in default of a
financial covenant under certain loan and credit facility
agreements, including a $30 million loan obtained by the company
for the acquisition of Wavion Inc.  The company has initiated
discussions with the respective banks.

"Although we expected a decline in demand for certain older
products ahead of their planned replacement later this year, we
did not anticipate it would be of the magnitude we began to see in
the last few weeks," said Eran Gorev, President and CEO of
Alvarion.  "We are reevaluating our plan to address certain
vertical market applications with the aim of accelerating a
solution.

"In addition, a large order valued at over $3 million for our
carrier-grade Wi-Fi solution has been delayed and we expect such
order will be delivered in the second quarter.  Nevertheless, we
shipped over $5 million of this product line in Q1 and we believe
this portion of the business is on track to meet our expectations
for 2012.  During Q1, we won several large carrier-grade Wi-Fi
deals with Tier 1 carriers in the Asia Pacific region.  We expect
these deals will contribute to revenues in future quarters and
they represent attractive opportunities for business over the next
several years.  We are encouraged by the fact that our carrier Wi-
Fi solution continues to outperform competing products in field
tests.  With the expanded sales effort and growing list of
distributors, we believe we are gaining traction as more
prospective customers have an opportunity to evaluate our
solution.

"Meanwhile, our business in the broadband wireless access segment
was only slightly below our expectations and we recently received
a large multi-million dollar order for a combination of base
stations and CPEs which we expect to ship over the next several
quarters," continued Mr. Gorev.

Specific guidance for Q2 and any revisions that may be required to
the financial targets for 2012 will be provided when the company
announces final results for the first quarter of 2012 on May 16,
2012.

                           About Alvarion

Alvarion Ltd. -- http://www.alvarion.com/-- provides optimized
wireless broadband solutions addressing the connectivity, coverage
and capacity challenges of telecom operators, smart cities,
security, and enterprise customers.


AMERICAN AIRLINES: ALPA Says CBA Rejection Won't Help Long Term
---------------------------------------------------------------
The Allied Pilots Association (APA), certified collective
bargaining agent for the 10,000 pilots of American Airlines,
issued the following statement in response to the filing of an
1113(c) motion with the bankruptcy court by airline management:

"The 10,000 pilots of American Airlines remain absolutely
committed to our airline's successful restructuring, and to
reaching a consensual agreement with management," said APA
President Captain Dave Bates.  "We are well aware that a
financially healthy company is a prerequisite to enjoying full,
rewarding careers.

"However, we're extremely concerned that despite giving lip-
service to the importance of reaching a consensual agreement with
APA, American Airlines management appears intent on having the
bankruptcy court reject our contract," he said.  "If the court
decides to grant management's 1113(c) motion, management would
then be able to impose new terms of employment on our pilots.
Taking this step--one that could be fairly described as running
roughshod over our contract--will not foster long-term success for
American Airlines.

"In recent bargaining sessions with APA, management has repeatedly
stated that a consensual agreement will be 'impossible' if we
continue making proposals designed to keep our working conditions
at or near industry-standard levels.  Just saying no to everything
the APA leadership has proposed at the negotiating table does not
constitute good-faith bargaining.  It also does not bode well for
our ability to work collaboratively to address the many other
challenges confronting American Airlines.

"We therefore urge management to rethink their strategy and join
us in committing to good-faith bargaining, with the goal of
reaching a consensual agreement at the earliest possible
opportunity," Bates said.  "The alternative course--rejection of
our contract by the bankruptcy court--is not in the best interests
of American Airlines' stakeholders.

"As we await management's response, we will be making our case to
the bankruptcy court that management's 1113(c) motion is
premature. We do not believe that management has fulfilled the
statutory requirements that must be met prior to filing an 1113(c)
motion," he said.

                    About American Airlines

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

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

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

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

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

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

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

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


AMERICAN ORIENTAL: Receives NYSE Notice of Delisting
----------------------------------------------------
American Oriental Bioengineering, Inc. disclosed that the New York
Stock Exchange has notified the Company that it is not in
compliance with NYSE rules due to the Company's failure to timely
file its Annual Report on Form 10-K with the Securities and
Exchange Commission.

Under NYSE rules, when a Company does not comply with annual
report filing requirements, the NYSE allows a company an
additional six months to file its annual report in order to regain
compliance. In the case of the Company, the annual report would be
due on or before Oct. 29, 2012.  If the Company fails to file its
annual report within that time period, the NYSE may, in its sole
discretion, allow the Company's securities to remain listed for up
to an additional six months or may, in its sole discretion,
commence suspension and delisting procedures.

As previously announced, during the performance of the annual
audit of the Company's financial statements for the fiscal year
2011, the Company's auditors, Ernst & Young Hua Ming's (E&Y),
noted certain inconsistencies.  As a result, the Audit Committee
has commenced an independent investigation into the matters
identified by E&Y.  Although the Company cannot know at this time
how long the investigation will take, the Company will endeavor to
file the Form 10-K as soon as possible upon the completion of the
investigation.

                        About American Oriental

American Oriental Bioengineering, Inc. is a pharmaceutical company
dedicated to improving health through the development, manufacture
and commercialization of a broad range of prescription and over
the counter products.


AMERICAS ENERGY: SEC Says Reorganization Plan Not Confirmable
-------------------------------------------------------------
Josh Flory at knoxvillebiz.com reports that the Securities and
Exchange Commission filed an objection in U.S. Bankruptcy Court,
arguing that the reorganization plan of Americas Energy Co. was
premature, unconfirmable and possibly unauthorized.

According to the report, the SEC was appearing in the case as a
regulator and party-in-interest, as a result of an ongoing
investigation of activities related to the company "to determine
whether the federal securities laws have been violated."

The report, citing court documents, relates that on Jan. 18, the
same day that Americas Energy filed its reorganization plan, the
court-appointed trustee in the case, Thomas Dickenson, filed a
preliminary report which took issue with several aspects of the
company's strategy.  For example, Americas Energy had previously
outlined a proposed deal with a Chinese firm, Beijing Guohua
Technology Group, which had agreed to provide $6 million in
exchange for a 30% stake in Americas Energy.  That deal was
contingent on Americas Energy acquiring certain assets from a
Virginia company called Alpha Natural Resources for $71 million.

According to the knoxvillebiz.com report, the trustee said that
deal appeared to be dead and argued that it was not worth pursuing
anyway, in part because Americas Energy didn't have the financial
ability to pursue "this or any other transaction"; because no
"legal" due diligence had been done on any of the leases related
to the deal; and "all of the financial information on Beijing
Guohua provided to the Trustee is in Chinese and unintelligible."

The report relates more recent filing from the trustee, submitted
in March, cited alleged inconsistencies in different documents
regarding the value of Americas Energy's assets and liabilities,
and said the company must disclose the new business ventures in
which the company's president was planning to invest.

The SEC made a similar point in arguing that the reorganization
plan was likely unconfirmable, noting that under the proposal,
surplus cash from the sale of Evans assets was to be used for
pursuing a new business venture. "Creditors and shareholders are
given no option to receive a cash payment, and instead, are forced
to invest in a new business (which may have nothing to do with
coal mining) and assume all associated risks of that new business,
none of which are disclosed," the report says citing the
objection.

The report says the SEC also noted that the plan was signed by
Americas Energy President Chris Headrick, despite the fact that
the trustee had reported that all employees of Americas Energy had
been laid off in December.  Mr. Headrick said in an email that the
trustee wasn't privy to the information the company had on the
Alpha deal.  As for the asset and liability numbers, he said that
"Our company was fully compliant with all of our SEC filings."

                      About Americas Energy

Knoxville, Tenn.-based Americas Energy Company-AECo (OTC BB:
AENYQ.OB) operates surface mines in southeastern Kentucky.  In
March 2010, the Company acquired Evans Coal Corp. for $7,000,000
in cash, a $25,000,000 promissory note and a 2% overriding royalty
on all coal sales generated from the properties acquired from
Evans.  Evans owns or controls by lease mineral rights and
currently operates by use of contractors, two surface mines in
Bell County and one in Knox County, Kentucky.  In addition, the
Company has rights to oil properties located in Cumberland County,
Kentucky that are intended for future development.

The Company and its wholly owned subsidiary, Evans Coal
Corporation, filed voluntary petitions for Chapter 11 relief (E.D.
Tenn. Case Nos. 11-35466 and 11-35468) on Dec. 7, 2011, in order
that they may orderly dispose of assets owned in Kentucky and
reorganize their financial obligations and capital structure.

Judge Richard Stair, Jr., presides over the case.  Jimmy Terry,
Esq., at The Law Offices of Jim Terry, in Clinton, Tenn.,
represents the Debtors as counsel.

AENY estimated estimated assets of $500,000 to $1 million and
estimated liabilities of $1 million to $10 million in its
petition.  The petition was signed by Christopher Headrick,
president.


ARCAPITA BANK: Court Approves GCG as Claims and Noticing Agent
--------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York, in an interim basis, authorized
Arcapita Bank B.S.C.(c), et al., to employ GCG, Inc. as claims and
noticing agent.

GCG, Inc., is expected to, among other things:

   i) distribute required notices to parties in interest;

  ii) receive, maintain, docket and otherwise administer the
proofs of claim filed in the Chapter 11 cases; and

iii) provide such other administrative services -- as required
by the Debtors -- that would fall within the purview of services
to be provided by the Clerk's Office.

To the best of the Debtors' knowledge GCG does not hold or
represent an interest adverse to the Debtors or the estates
respecting the matters upon which it is to be engaged.

The final hearing on the relief requested will be on April 17,
2012 at 11:00 a.m. (prevailing Eastern Time).

                      Administrative Agent

The bankruptcy judge entered a separate interim order authorizing
Arcapita Bank to employ GCG, Inc., as administrative agent.

GCG, Inc., is expected to, among other things:

   a) assist with the preparation and filing of the Debtors'
schedules of assets and liabilities and statements of financial
affairs;

   b) generate and provide claim reports and claim objection
exhibits, as requested by the Debtors and their professionals; and

   c) manage the preparation, compilation, and mailing of
documents to creditors and other parties in interest in connection
with the solicitation of a chapter 11 plan.

Prior to the Petition Date, the Debtors paid to GCG a $30,000
retainer.  As of the Petition Date, GCG has applied the retainer
to all prepetition invoices.  GCG will apply any remaining amounts
of its prepetition retainer as a credit toward postpetition fees
and expenses, after the postpetition fees and expenses are
approved pursuant to the first Order of the Court awarding fees
and expenses to GCG.

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

The final hearing on the relief requested will be on April 17,
2012, at 11:00 a.m. (prevailing Eastern Time).

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March
19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

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

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

The Arcapita Group currently has roughly US$7 billion in assets
under management.  On a consolidated basis, the Arcapita Group
owns assets valued at roughly US$3.06 billion and has liabilities
of roughly US$2.55 billion.  The Debtors owe US$96.7 million
under two secured facilities made available by Standard Chartered
Bank.

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

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as a provisional liquidator.

No official committee has yet been appointed by the Office of the
United States Trustee.

At the end of March 2012, Arcapita Bank received interim approval
of its routine first day motions.


ARCAPITA BANK: Taps Alvarez & Marsal as Financial Advisors
----------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permision to employ Alvarez
& Marsal North America, LLC, together with employees of its
affiliates, its wholly owned subsidiaries, and independent
contractors as financial advisors.

A&M will, among other things:

   a) interface with the Official Committee of Unsecured
Creditors, Zolfo Cooper (as Cayman Provisional Liquidator), and
other creditors regarding the Debtors' operations;

   b) review proposed investment activities (investment in and
monetization of existing investments and new investments) and
present the proposed actions to the Creditors Committee; and

   c) report/validate accounting entries of the Debtors, and cash
flows between and among Debtors and non-Debtor entities.

The hourly rates of A&M personnel are:

         Managing Director            $650 - $850
         Director                     $450 - $650
         Analyst/Associate            $250 - 450

The Debtors and A&M have agreed that A&M will be entitled to
incentive compensation in the amount of 15% of the aggregate
hourly fees incurred by A&M during the pendency of the Chapter 11
cases, which Incentive Fee will become payable upon the
satisfaction of certain conditions.

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

The Debtors set a hearing on April 17, 2012, at 11:00 a.m.
(Eastern Time) on the employment of A&M.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March
19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

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

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

The Arcapita Group currently has roughly US$7 billion in assets
under management.  On a consolidated basis, the Arcapita Group
owns assets valued at roughly US$3.06 billion and has liabilities
of roughly US$2.55 billion.  The Debtors owe US$96.7 million
under two secured facilities made available by Standard Chartered
Bank.

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

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as a provisional liquidator.

No official committee has yet been appointed by the Office of the
United States Trustee.

At the end of March 2012, Arcapita Bank received interim approval
of its routine first day motions.


ARCAPITA BANK: Taps Trowers & Hamlins as Bahraini Counsel
---------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ Trowers
& Hamlins (Bahrain office), a branch office of Trowers & Hamlins,
an unincorporated English law partnership to serve as Bahraini
counsel.

Trowers & Hamlins will, among other things:

   -- provide advice, to the Debtors with respect to their rights
and duties under the laws of Bahrain, in accordance with the terms
of the license issued by the Ministry of Justice and Islamic
Affairs and the Ministry of Industry and Commerce under which
Trowers & Hamlins operates as a "foreign" law firm in Bahrain;

   -- assist in the negotiation with creditors and other parties-
in-interest in the Chapter 11 cases by advising on potential
issues particular to Bahrain law impacting such negotiations;

   -- assist with the preparation of certain legal documents on
behalf of the Debtors;

   -- continue to serve as the Debtors' local international
counsel in connection with any pending proceedings in Bahrain; and

   -- perform all other legal services for the Debtors that may be
necessary.

The hourly rates of Trowers & Hamlins's personnel are:

         Partners                 $754
         Senior Associates        $688
         Solicitor                $582

To the best of the Debtors' knowledge, Trowers & Hamlins does not
represent or hold any interest adverse to the Debtors or their
estates.

The Debtors set an April 17, 2012, hearing at 11:00 a.m. (Eastern
Time) on the employment of Trowers & Hamlins.

The firm can be reached at

         Michael A. Rosenthal, Esq.
         Janet M. Weiss, Esq.
         Matthew K. Kelsey, Esq.
         GIBSON, DUNN & CRUTCHER LLP
         200 Park Avenue
         New York, NY 10166-0193
         Tel: (212) 351-4000
         Fax: (212) 351-4035
         E-mail: mrosenthal@gibsondunn.com
                 jweiss@gibsondunn.com
                 mkelsey@gibsondunn.com

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March
19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

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

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

The Arcapita Group currently has roughly US$7 billion in assets
under management.  On a consolidated basis, the Arcapita Group
owns assets valued at roughly US$3.06 billion and has liabilities
of roughly US$2.55 billion.  The Debtors owe US$96.7 million
under two secured facilities made available by Standard Chartered
Bank.

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

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as a provisional liquidator.

No official committee has yet been appointed by the Office of the
United States Trustee.

At the end of March 2012, Arcapita Bank received interim approval
of its routine first day motions.


AUGUST CAYMAN: S&P Assigns Preliminary 'B' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to August Cayman Intermediate Holdco Inc.
The rating outlook is stable. "At the same time, we assigned our
preliminary issue-level ratings of 'B' to the senior secured debt
(preliminary recovery rating '3') and 'B-' to the second-lien term
loan (preliminary recovery rating '5'). The preliminary '3' and
preliminary '5' recovery ratings reflect our expectations for
meaningful (50%-70%) and modest (10%-30%) recovery, respectively,
of principal in the event of default," S&P said.

"Our final ratings will depend on receipt and satisfactory review
of all final transaction documentation. Accordingly, the
preliminary rating should not be construed as evidence of a final
rating. If we do not receive final documentation within a
reasonable time frame, or if final documentation departs from
materials reviewed, we reserve the right to withdraw or revise
our rating," S&P said.

"The ratings reflect what we consider to be Schrader's weak
business risk profile, reflecting its exposure to cyclical auto
production levels--limited scale and product diversity--somewhat
offset by growth prospects supported by regulatory requirements,
and its highly leveraged financial risk profile, given leverage
expectations between 4.5x to 5.0x, with limited positive free
cash flow generation prospects over the next two years," said
Standard & Poor's credit analyst Nishit Madlani.

Schrader manufactures tire pressure monitoring systems (TPMS),
fluid control components, and tire hardware and accessories,
primarily for the light vehicle automotive end-markets.

The proposed $505 million leveraged buyout (LBO) transaction
announced by Madison Dearborn Partners, the private-equity
sponsor, would be financed with equity of $205 million and
proposed debt of $365 million including $230 million first lien
term loan, $100 million second lien term loan and an undrawn
$35 million revolver.


AZKAR INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Azkar, Inc.
        dba Shell Food Mart
        5395 Buford Highway
        Norcross, GA 30071

Bankruptcy Case No.: 12-58651

Chapter 11 Petition Date: April 2, 2012

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

Judge: Paul W. Bonapfel

Debtor's Counsel: Martha A. Miller, Esq.
                  SCHULTEN, WARD & TURNER LLP
                  260 Peachtree Street, NW, Suite 2700
                  Atlanta, GA 30303-1240
                  Tel: (404) 688-6800
                  E-mail: mam@swtlaw.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 Aziz Mitha, president.


BANKATLANTIC BANCORP: Incurs $17.4-Mil. Net Loss in 4th Quarter
---------------------------------------------------------------
BankAtlantic Bancorp, Inc., reported a net loss of $17.46 million
on $30.96 million of total interest income for the three months
ended Dec. 31, 2011, compared with a net loss of $46.29 million on
$40.76 million of total interest income for the same period a year
ago.

The Company reported a net loss of $28.74 million on $141.32
million of total interest income for the year ended Dec. 31, 2011,
compared with a net loss of $143.25 million on $176.31 million of
total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $3.67 billion
in total assets, $3.69 billion in total liabilities and a $16.92
million in total deficit.

BankAtlantic Bancorp's Chairman and CEO, Alan B. Levan commented
"BankAtlantic's capital ratios have remained relatively stable and
have never fallen below its regulatory requirements during the
last several difficult years for the U.S. and Florida economies.

"As previously announced, on March 13, 2012, BankAtlantic Bancorp
and BB&T Corporation entered into an amendment to their
November 1, 2011 Stock Purchase Agreement.  Pursuant to the
agreement as amended, BankAtlantic Bancorp will sell BankAtlantic
to BB&T and BB&T will assume all of Bancorp's obligations
following the closing with respect to approximately $285 million
of outstanding Trust Preferred securities ("TruPs").  As
previously disclosed, it is contemplated that prior to the sale of
the Bank, the Bank will distribute to the Company membership
interests in two limited liability companies.

"While the Company had previously announced a possible rights
offering of its Class A Common Stock to its shareholders, in light
of the amended agreement with BB&T, the contemplated rights
offering is no longer being pursued at this time.

"In connection with the closing of the transaction with BB&T,
BankAtlantic Bancorp has requested decertification as a savings
and loan holding company.  Post closing, the Company expects to
remain listed on the New York Stock Exchange, and plans to operate
as an asset management company in the near term and to the extent
of available funds transition into specialty finance," concluded
Mr. Levan.

A copy of the press release is available for free at:

                        http://is.gd/h16Kb0

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BATAA/KIERLAND LLC: Wants JPMCC to Pay for Mediation Expenses
-------------------------------------------------------------
Bataa/Kierland, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to enter an order:

   -- requiring JPMCC 2007-CIBC 19 East Greenway, LLC, to pay the
attorney's fees and costs (including the mediation fee) incurred
by the Debtor in connection with the mediation conducted on
Feb. 16, 2012, as a sanction for JPMCC's failure to participate in
the mediation in good faith; and

   -- setting a final hearing on confirmation of the Debtor's
Amended Plan of Reorganization dated Sept. 2, 2011, because the
settlement reached at the mediation has not been approved by
JPMCC's credit committee.

The Debtor related that JPMCC, Bataa/Kierland II, LCC (who has
asserted certain claims against the Debtor), and Banker's Trust
Company (a secured creditor of Kierland II who has also asserted
claims against the Debtor) agreed to participate in the mediation
with the hopes of resolving, among other things:

   a) the treatment of JPMCC's claims under the Debtor's Plan; and

   b) certain litigation among the parties concerning the Debtor's
parking rights and responsibilities on Kierland II's property.

According to the Debtor, the mediation was conducted by Gary
Birnbaum.  The parties reached a stipulated resolution at the
mediation, consisting of a discounted payoff of JPMCC's claim
through take-out financing which was to be provided by Banker's
Trust.

                            Objection

JPMCC is asking the Court to strike the Debtor's motion for
sanctions in its entirety.  JPMCC disagrees with the Debtor's
characterization of events that purportedly took place during the
mediation.  JPMCC also disagrees with the Debtor's inflammatory
remarks relating to, among other things, the senior lender's
purported actions before, during, and after the mediation.  JPMCC
related that it is prepared to address all of the Debtor's
remarks.  But, before doing so, JPMCC must seek guidance from the
Court because it does not want to breach the mediation agreement,
or violate Arizona law and Federal Rule of Evidence 408.

JPMCC added that, among other things:

   -- because mediations are confidential, the Debtor's motion for
sanctions is improper, inadmissible, and must be stricken in its
entirety; and

   -- motions must be supported by competent evidence.

                       About Bataa/Kierland

Bataa/Kierland, LLC, owns and operates a Class "A" office building
known as Kierland Corporate Center located at 7047 E. Greenway
Parkway, Scottsdale, Arizona.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-05850) on March 9, 2011.
The Debtor estimated its assets and debts at $10 million to
$50 million.  Polsinelli Shughart PC serves as the Debtor's
bankruptcy counsel.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Bataa/Kierland have
expressed interest in serving on a committee.


BERNARD L. MADOFF: Trustee Can't Aim Tort Claims at 3rd Parties
---------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that UniCredit Bank
Austria AG on Friday argued Bernard L. Madoff's bankruptcy trustee
could not bring common law claims against third parties to try to
get back customer property after he had accused the bank of
enabling the imprisoned fraudster's Ponzi scheme by directing
billions of dollars into Madoff's firm.

In a brief filed in the Second Circuit, Bank Austria argued that
the Securities Investor Protection Act only allows for clawback
claims by Irving H. Picard, the trustee recovering funds for
investors in Bernard L. Madoff Investment, according to Law360.

                        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: Sons' Wives Mostly Let Off the Hook on Suits
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. largely failed in his effort at belatedly suing
the wife of one son of Bernard Madoff and the widow and former
wife of another son who committed suicide.

The report recounts that in October 2009 the Madoff trustee sued
Mr. Madoff's two sons and family members to recover $255 million
they received that was stolen from customers.  In December, the
trustee filed a motion for court permission to add the wives as
defendants.

According to the report, in a 21-page decision, U.S. Bankruptcy
Judge Burton R. Lifland refused to allow suit against the wives on
the largest claims.  The wives opposed being added to the
complaint, saying the suit would have begun beyond the six years
allowed by New York law.  Judge Lifland agreed for the most part.

The trustee argued that his tardy complaint should relate back to
the original filing in 2009 because the wives should have known
they would be named in the complaint were it not for "a mistake
on" the trustee's part, Judge Lifland said.  Judge Lifland refused
to employ the relation-back doctrine, saying it was not
unreasonable for the wives to believe their omission from the
original complaint was a "strategic decision."

Although the wives are off the hook for the main $255 million
complaint, Judge Lifland said the new complaint comes in time to
sue them for $5.5 million, representing funds they later received
that were originally given to other family members.  Judge Lifland
also said it's still timely to sue the wives for constructive
trust and unjust enrichment, even though he might later rule that
the so-called in pari delicto defense bars the claims.

The family lawsuit is Picard v. Estate of Mark Madoff, 09-01503,
U.S. District Court, Southern District of New York (Manhattan).

                      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.


BETSY WEBB: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Betsy Webb Stables, LLC
        dba Louisville Equestrian Center
        2612 S. English Station Road
        Louisville, KY 40299

Bankruptcy Case No.: 12-31594

Chapter 11 Petition Date: April 2, 2012

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: Mark J. Sandlin, Esq.
                  GOLDBERG & SIMPSON, P.S.C.
                  9301 Dayflower Street
                  Louisville, KY 40059
                  Tel: 589-4440
                  Fax: 581-1344
                  E-mail: msandlin@goldbergsimpson.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at

The petition was signed by Elizabeth A. Webb, manager.


BION ENVIRONMENTAL: 2011 Unitholders Participate in New Offering
----------------------------------------------------------------
All holders of Units of Bion Environmental Technologies, Inc.'s
securities issued during 2011 elected to amend their subscription
agreements to participate in the Company's current Unit offering
of its securities by amending their original subscription
agreement to apply their original purchase price to the new
purchase price.  As a result, the holders will retain the shares
and warrants they originally received and they will be issued
208,000 additional warrants, in aggregate, to purchase the
Company's common stock at a price of $3.10 per share until
Dec. 31, 2014.  This warrant issuance includes issuance of 30,000
warrants to each of Mark A. Smith and Dominic Bassani, the
Company's President and CEO, respectively.

As a result of this election, the Company believes that the item
'Other Liabilities' on the Company's Dec. 31, 2011, Balance Sheet
(unaudited) totaling $1,009,388, will now be recorded as
equity/additional paid in capital.  The Company anticipates that
this change will be reflected in its March 31, 2012, Financial
Statements.

On March 30, 2012, MAS and DB each agreed to extend the maturity
of their outstanding deferred compensation until Jan. 15, 2014,
and to continue to defer their compensation until June 2012.  The
deferred compensation accrues interest at an annual rate of 8%
from Jan. 1, 2012, and will be convertible, at the sole options of
MAS and DB, into units with each unit consisting of one share of
common stock and one warrant to purchase a share of the Company's
common stock exercisable at $2.50 per share until Dec. 31, 2016 .
The conversion price will be the lower of $2.50 per unit or the
lowest price at which the Company issues its common stock before
Jan. 15, 2014.  As of March 31, 2012, the balances owed to MAS and
DB were $195,868 and $290,160, respectively.

                      About Bion Environmental

Crestone, Colo.-based Bion Environmental Technologies, Inc.
(OTC BB: BNET) -- http://biontech.com/-- has provided
environmental treatment solutions to the agriculture and livestock
industry since 1990.  Bion's patented next-generation technology
provides a unique comprehensive treatment of livestock waste that
achieves substantial reductions in nitrogen and phosphorus,
ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides.

The Company's balance sheet at Dec. 31, 2011, showed $8.60 million
in total assets, $10.01 million in total liabilities, $41,400 in
Series B redeemable convertible preferred stock, and a
$1.45 million total deficit.

The Company has not generated revenues and has incurred net losses
of approximately $6,998,000 and $2,976,000 during the years ended
June 30, 2011, and 2010, respectively.  At Dec. 31, 2011, the
Company has a working capital deficit and a stockholders' deficit
of approximately $344,000 and $1,543,000, respectively.

GHP Horwath, PC, in Denver, Colorado, expressed substantial doubt
about the Company's ability to continue as a going concern the
fiscal 2011 financial results.  The independent auditors noted
that the Company has not generated revenue and has suffered
recurring losses from operations.


BILLMYPARENTS INC: Grants 10 Million Warrants to Robert DeSantis
----------------------------------------------------------------
BillMyParents, Inc., executed a Warrant Agreement with Robert
DeSantis, a member of the Company's Board of Directors.  The
Warrant Agreement grants Mr. DeSantis warrants to purchase up to
10,000,000 shares of common stock at an exercise price of $0.40
per share and having a term of 5 years.  The warrants vest monthly
over a period of 24 months provided Mr. DeSantis continues to
serve on the Board.

From Feb. 16, 2012, through March 31, 2012, the Company issued to
20 accredited investors a total of 714 shares of the Company's
Series B Convertible Preferred Stock at a price of $1,000.00 per
share, and five year warrants to purchase up to an additional
446,250 shares of the Company's Common Stock at exercise price of
$0.60 per share, in exchange for gross proceeds totaling $714,000.
The Series B Stock is convertible into shares of Company common
stock as provided in the Certificate of Designations at a price
per share of $0.40, subject adjustments for stock dividends,
splits, combinations and similar events as described in the
Certificate of Designations.

The total number of outstanding shares of Preferred Stock of the
Company as of the date of April , 2012, is 4039, consisting of
3,325 shares of Series A convertible preferred stock and 714
shares of Series B Preferred Stock.

The total number of outstanding shares of common stock of the
Company as of the date of April 4, 2012, is 98,119,842.

                         About BillMyParents

San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards
with special features aimed at young people and their parents.
BMP is designed to enable parents and young people to collaborate
toward the goal of responsible spending.

The Company reported a net loss of $14.2 million on $104,030 of
revenues for the fiscal year ended Sept. 30, 2011, compared with a
net loss of $6.9 million on $6,675 of revenues for the fiscal year
ended Sept. 30, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.95 million
in total assets, $1.37 million in total liabilities, all current,
and $583,366 in total stockholders' equity.

For Fiscal 2011, the Company's independent auditors expressed
substantial doubt about the Company's ability to continue as a
going concern.  BDO USA, LLP, in La Jolla, California, noted that
the Company has incurred net losses since inception and has an
accumulated deficit and stockholders' deficiency at Sept. 30,
2011.


BRILEY FARMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Briley Farms, LLC
        4747 US 264 East
        Greenville, NC 27834

Bankruptcy Case No.: 12-02547

Chapter 11 Petition Date: April 2, 2012

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

Judge: Randy D. Doub

Debtor's Counsel: William P Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (866) 809-2379
                  E-mail: bill@janvierlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb12-02547.pdf

The petition was signed by Glenda Briley, member/manager.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Briley Enterprises of Greenville, Inc. 12-01290   02/20/12
J.O.C. Farms, L.L.C.                   12-01285   02/20/12
Joseph D. Briley, Jr.                  12-01284   02/20/12
Pactolus Farms, L.L.C.                 12-01291   02/20/12


BUFFETS INC: Plan Outline Hearing Continued Until April 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on April 30, 2012, (Eastern Time) at 11:30 p.m.
to consider adequacy of the Disclosure Statement explaining
Buffets Restaurants Holdings, Inc., et al.'s Plan of
Reorganization.  Objections, if any, are due April 23 at 4:00 p.m.

As reported in the Troubled Company Reporter on Jan. 25, 2012,
Buffets Inc. negotiated the terms of the Plan with an ad hoc
committee of the Debtors' first lien secured lenders.  Lenders
holding roughly 83% of the first lien debt agreed to support the
Plan.

Buffets Inc. hopes to emerge from Chapter 11 within six months of
the petition date.

The Plan contemplates payment in full in cash either on or after
the effective date to holders of Allowed Administrative Claims,
Fee Claims, Priority Tax Claims, DIP Financing Claims, and Other
Priority Claims.  Holders of Allowed First Lien Prepetition
Secured Credit Facility Claims will receive 100% of Reorganized
Buffets Restaurant Holdings common stock.

Holders of general unsecured claims and holders of equity
interests won't get anything.  The Debtors said the holders of
general unsecured claims (class 5 under the Plan) and holders of
equity interests (class 6) are deemed to reject the Plan.  The
Debtors added that they will seek confirmation of the plan
pursuant to 11 U.S.C. Sec. 1129(b).

The Plan also calls for the Debtors to close several
underperforming locations.

The Bankruptcy Court has yet to schedule a hearing to consider
approval of the Disclosure Statement.  A copy of the Plan outline
is available at http://www.scribd.com/doc/79188037

The Debtors' $50 million DIP financing with Credit Suisse AG,
Cayman Islands Branch, as administrative agent, credit-linked
deposit account agent, and collateral agent, requires the Debtors
to obtain approval of the Disclosure Statement within 120 days
after the petition date, obtain confirmation of the Plan within
160 days after the petition date, and effectuate the Plan within
180 days after the petition date.  However, if the Debtors elect
to pursue an asset sale, they must have executed a binding
definitive agreement no later than 120 days after the petition
date.

                       About Buffets Inc.

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

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  In its schedules Buffets Inc.
disclosed $384,810,974 in assets and $353,498,404 in liabilities.
The Debtors are seeking to reject leases for 83 underperforming
restaurants.

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

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

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

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

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


BVI ASSURED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: BVI Assured LLC
        dba Sleep Inn
        3525 Old Conejo Rd Suite 111
        Newbury Park, CA 91320

Bankruptcy Case No.: 12-20349

Chapter 11 Petition Date: April 2, 2012

Court: United States Bankruptcy Court
       District of Idaho (Coeur dAlene)

Judge: Terry L. Myers

Debtor's Counsel: Stephen Brian McCrea, Esq.
                  P.O. Box 1501
                  Coeur d'Alene, ID 83816-1501
                  Tel: (208) 666-2594
                  E-mail: mccreaecf@cda.twcbc.com

Scheduled Assets: $3,700,256

Scheduled Liabilities: $3,116,651

The petitions were signed by Eric Winslow, managing member.

BVI Assured LLC's list of its 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/idb12-20349.pdf

BVI Sleep Inn list of its 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/idb12-20352.pdf

Affiliate that filed separate Chapter 11 petition

                                           Petition
                       Case No.             Date
                       --------             ----
BVI Sleep Inn, LLC     12-20352          04/12/2012
   Assets: $3,700,256
   Liabilities: $3,055,202

The petition was signed by Eric Winslow, managing member.


C. B. & H.: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: C. B. & H. Parts Corporation
        dba Tudors Biscuit World
        P.O. Box 247
        Wayne, WV 25570

Bankruptcy Case No.: 12-30204

Chapter 11 Petition Date: April 2, 2012

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Ronald G. Pearson

Debtor's Counsel: Frederick L. Delp, Esq.
                  P.O. Box 727
                  Barboursville, WV 25504
                  Tel: (304) 736-7727
                  E-mail: fldelp@comcast.net

Estimated Assets: $0 to $50,000

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/wvsb12-30204.pdf

The petition was signed by Cledis B. Tooley, Jr., president.


CDC CORP: Maples and Calder Approved as Cayman Islands Counsel
--------------------------------------------------------------
The Hon. Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized CDC Corporation to employ
Maples and Calder as corporate Cayman Islands counsel for limited
purposes and its affiliated services company, Maples Corporate
Services Limited, as registered office provider in the ordinary
course of business to provide services including making filings
with the Cayman Islands Registrar of Companies and related matters
and inconnection therewith to pay prepetition and postpetition
claims.

As reported in the Troubled Company Reporter on March 20, 2012,
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes, Ellis &
Nason, P.A., the attorney for Debtor, said that in order to
administer this case in a proper, efficient, and economical
manner, the Debtor needs the services of a registered office
provider in connection with the Cayman Islands corporate
registration requirements.

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

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

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

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

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

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

Matthew Gardner, associate partner at Maples, assures the Court
that his firm does not hold or represent interest adverse to the
Debtors' estates, and that it is a "disinterested person" under
Section 101(14) of the Bankruptcy Code.

                          About CDC Corp.

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

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

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


CDC CORP: Plan Disclosure Hearing Continued Until April 26
----------------------------------------------------------
The Hon. Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia has continued until April 26, 2012,
at 10:00 a.m., the hearing to consider adequacy of the Disclosure
Statement explaining CDC Corporation's Chapter 11 Plan.

As reported in the Troubled Company Reporter on March 9, 2012, the
Plan was proposed by the Debtor and the Official Committee of
Equity Security Holders in the Debtor's case.

According to Disclosure Statement, the Plan contemplates the
liquidation of all of the Debtor's assets, for the benefit of the
Debtor's creditors and equity security holders.

The purchase price for the CDC Software Shares is $249,788,301.
The Debtor estimates that an additional $41,000,000, after
expenses, will be realized from the disposition of Trust Assets,
other than the sale proceeds of the CDC Software Shares, for total
proceeds from asset sales of approximately $290,788,301.

After payment of all Allowed Claims, including Fee Claims, and the
expenses of liquidation, the Debtor estimates $194,860,662 will be
available for distribution to holders of Allowed Equity Interests.
Through the filing of the sale motion, the Debtor seeks approval
of the sale of the CDC Software Shares to the stalking horse
purchaser or other purchaser with the highest or best bid at the
auction.

Under the Plan, chief restructuring officer Marcus A. Watson will
act as the Disbursing Agent and reserve from the sale proceeds
$110 million to pay all Allowed Claims in full.  The remaining
Sale Proceeds will be transferred to the Liquidation Trust for the
benefit of Allowed Equity Interests.

Under the Plan, all other assets of the Debtor will be transferred
to the Liquidation Trust to be liquidated for the benefit of
holders of Allowed Equity Interests pursuant to the Plan.

The Plan Effective Date is anticipated to occur before May 1,
2012.

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

According to the Debtor's case docket, if the Disclosure Statement
is approved on schedule, the hearing to consider the confirmation
of Debtor's Chapter 11 Plan will be held April 26, at 10:00 a.m.

                          About CDC Corp.

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

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

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

In March 2012, CDC Corp. won approval to sell its 87% stake in CDC
Software Inc. to Vista Equity Partners affiliate Archipelago
Holdings Inc. for nearly $250 million.


CHINQUA PENN: April 25 & 26 Auction for Property Assets
-------------------------------------------------------
The U.S. Bankruptcy Court of the Middle District of NC has ordered
that the personal property assets of Chinqua Penn Plantation be
sold at Absolute Public Auction.  The auction has been ordered in
the matter of Renegade Holdings, Inc.

Leland Little Auction & Estate Sales, Ltd. and Iron Horse Auction
Company, Inc. have been ordered to conduct this auction to be held
April 25 and 26, at the Greensboro Coliseum Complex: Special
Events Center, West Wing.  Previews will be held April 22, 23, and
24, at the Chinqua Penn Plantation in Reidsville, N.C.

Those wishing to attend the previews, or auction, are required to
purchase a color catalogue, which grants admittance to two
individuals.  Catalogues are available for purchase, and will be
available for purchase on-site at the previews and the auction.

The auction will be conducted by live public auction, with the
options of bidding in-person, by telephone, or by absentee bid
form, and by bidding online with a live video and audio feed,
using http://www.liveauctioneers.com/

Thomas McInnis of Iron Horse Auction Company, Inc. states, "This
auction represents a collection of one of America's premier
industrial families.  Never again in this century will such an
offering be available in NC.  We are truly honored to be able to
bring these rare and unique items to the marketplace."

Leland Little of Leland Little Auction & Estate Sales, Ltd.
states, "This collection speaks to a national and international
audience; offering over 1,000 lots with a broad spectrum of
history and culture that represents the Penn's love of the rare
and exotic.  Come and enjoy one of the few original collections
that revisits the era of the Great Gatsby and harkens back to a
time when men of substance traveled the world in search of
rarities."


CHRISTOPHER GARNER: Court Conditionally Approves Hiring of Counsel
------------------------------------------------------------------
Bankruptcy Judge Randy D. Doub issued an order conditionally
approving the request of Christopher B. Garner and Tandra L.
Garner to employ George Mason Oliver, Esq., and the law firm of
Oliver Friesen Cheek, PLLC, as the Debtors' counsel.

The Bankruptcy Administrator objected to the Debtors' request,
saying the firm is not "disinterested" within the meaning of
11 U.S.C. Sec. 101(14) and as required by Sec. 327(a).

An affidavit executed by Mr. Oliver revealed the compensation
arrangement between the Debtors and OFC.  The affidavit stated
that OFC was paid a $2,000 retainer on June 14, 2010, and $8,000
on Jan. 17, 2012, for a total retainer of $10,000.  Prior to the
filing of the case, OFC was paid $9,976 for its pre-petition
services and expenses.  The affidavit stated that nothing was owed
to OFC at the time the case was filed.

In order to secure fees for services rendered during the pendency
of the case, the affidavit states that the Debtors granted OFC two
future advance deeds of trust on tracts of land owned by the
Debtors.  The first deed of trust was a second lien on three
tracts of land in Davidson County, North Carolina.  The first
tract of land is located at 104 Wrenn Road, Lexington, North
Carolina.  It has a scheduled value of $60,000 and is subject to a
first lien in the amount of $43,885.  The second tract of land is
located at 1483 Norman Shoaf Rd., Lexington.  It has a scheduled
value of $125,000 and is subject to a first lien in the amount of
$65,824.  The third tract of land is located at 1683 Turner Rd.,
Lexington. It has a scheduled value of $90,000 and is subject to a
first lien in the amount of $61,333.  The second deed of trust
granted to OFC is secured by a lot located at Old Pond Subdivision
in Boone, North Carolina.  It has a scheduled value of $40,000 and
has no encumbrances.

The Bankruptcy Administrator asserted that OFC held an interest
that is materially adverse to a class of creditors.  The
Bankruptcy Administrator stated that the proposed fee arrangement
of securing future fees on the Debtors' tracts of real estate is
detrimental to all other administrative creditors that hold claims
or future claims in the case.  The Bankruptcy Administrator
further argued that if a trustee was appointed, the case converted
to Chapter 7, or the case became administratively insolvent, the
proposed fee arrangement provided OFC a super-priority secured
administrative claim over all other administrative claims and the
fee arrangement effectively had rewritten 11 U.S.C. Sec. 507.

The Court agreed with the Bankruptcy Administrator.  The proposed
fee arrangement ensures that OFC will have its claim paid while
other administrative creditors are at risk of receiving partial or
no payment, Judge Doub pointed out.  He also said the proposed fee
arrangement rearranges the priorities set forth in Sections 507
and 726(b), and effectively ensures that OFC will be paid over any
other administrative creditor in the event that a trustee is
appointed, the case converts to a Chapter 7, or the case becomes
administratively insolvent.

Nevertheless, Judge Doub granted the Debtors' application to
employ OFC on the condition that OFC will amend the two future
advance deeds of trust to be in favor of all priority claims
allowed under Sec. 503(b) in the case, and that in the event that
the collateral securing administrative claims should be liquidated
during the pendency of the Chapter 11 proceeding, all proceeds
shall be distributed ratably to the Administrative Class.  In the
event a trustee is appointed during the Chapter 11 proceeding or
the case is converted to a Chapter 7 proceeding, the
Administrative Class shall cancel the deeds of trust if the
trustee makes such request.

A copy of the Court's April 6, 2012 Order is available at
http://is.gd/ixMlh6from Leagle.com.

Christopher Brian Garner and Tandra Leonard Garner filed for
Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 12-00399) on Jan.
17, 2012.


COMMUNITY FIRST: Bank Closes Assets Sale to Southern Community
--------------------------------------------------------------
Community First Bank and Trust, a wholly-owned subsidiary of
Community First Inc., completed the sale of certain assets and
transferred certain liabilities relative to the Bank's branch
office located at 1950 Old Fort Parkway, Murfreesboro, Tennessee
37129, pursuant to the Purchase and Assumption Agreement, dated
Dec. 28, 2011, between the Bank and Southern Community Bank, a
Tennessee state-chartered bank.

Pursuant to the Agreement, the Bank sold approximately $7.1
million in loans and approximately $298,000 in other assets
associated with the operation of the Murfreesboro Branch.
Southern Community also assumed substantially all of the deposit
liabilities associated with the Murfreesboro Branch (which totaled
approximately $34.3 million at the time of the closing) and
assumed the Bank's lease on the Murfreesboro Branch location.  The
final amounts of assets sold and liabilities transferred are
subject to a customary post-closing adjustment, which is expected
to be determined within 30 days from the date of closing and is
not expected to be material.  Southern Community paid a premium of
4% on the deposit liabilities assumed.

                       About Community First

Columbia, Tennessee-based Community First, Inc., is a registered
bank holding company under the Bank Holding Company Act of 1956,
as amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  An
application for the bank holding company was approved by the
Federal Reserve Bank of Atlanta (the "FRB") on Aug. 6, 2002.  The
Company was incorporated under the laws of the State of Tennessee
as a Tennessee corporation on April 9, 2002.

The Company reported a net loss of $15.0 million on $19.6 million
of net interest income (before provision for loan losses) in 2011,
compared with a net loss of  $18.2 million on $21.0 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $3.4 million for 2011, compared with
$4.7 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$616.8 million in total assets, $607.2 million in total
liabilities, and stockholders' equity of $9.6 million.

Crowe Horwath LLP, in Brentwood, Tennessee, expressed substantial
doubt about Community First's ability to continue as a going
concern.  The independent auditors noted that the the Company's
bank subsidiary, Community First Bank & Trust, is not in
compliance with a regulatory enforcement action issued by its
primary federal regulator requiring, among other things, a minimum
Tier 1 Leverage capital ratio at the Bank of not less than 8.5%, a
minimum Tier 1 capital to risk-weighted assets ratio of not less
than 10.0% and a minimum Total capital to risk-weighted assets
ratio of not less than 12.0%.  "The Bank's Tier 1 Leverage capital
ratio was 4.92%, its Tier 1 capital to risk-weighted assets ratio
was 7.22% and its Total-capital to risk weighted assets ratio was
8.51% at Dec. 31, 2011.  Continued failure to comply with the
regulatory enforcement action may result in additional adverse
regulatory action."


CONNECTICUT LIGHT: Moody's Cuts Preferred Stock Ratings to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service on April 9 downgraded the long-term
ratings of NSTAR and NSTAR Electric Company (NSTAR Electric),
including their senior unsecured ratings to A3 (from A2) and A2
(from A1), respectively. Moody's downgraded NSTAR's short-term
rating for commercial paper to Prime-2 from Prime-1 and affirmed
NSTAR Electric's Prime-1 short term commercial paper rating. These
rating actions conclude the review for possible downgrade that
commenced on February 16, 2012. The rating outlooks of NSTAR and
NSTAR Electric are stable.

Moody's also downgraded the ratings of Connecticut Light & Power
Company (CL&P), including the senior unsecured rating to Baa2 from
Baa1. The rating outlook is stable.

Concurrently, Moody's affirmed the ratings of Northeast Utilities
(NU; sr unsecured: Baa2), Public Service Company of New Hampshire
(PSNH; Issuer rating: Baa2), Western Massachusetts Electric
Company (WMECO; sr unsecured (Baa2) and Yankee Gas Services (YGS;
Issuer rating: Baa2). The outlook is stable.

The downgrade of the ratings of NSTAR and NSTAR Electric is
triggered by the anticipated completion this week of the stock-
for-stock merger of equals between NU and NSTAR announced in
October 2010. This follows approval last week by the Connecticut
Public Utility Regulatory Administration (PURA) and the
Massachusetts Department of Public Utilities (MDPU) of settlement
agreements relating to the merger that were entered into earlier
this year between several of the entities within the merged group
and various constituencies in Connecticut and Massachusetts.

Ratings Rationale

"While acknowledging that the transaction has not resulted in
incremental leverage and the complementary nature of the
operations amid the group's substantial capital expenditure
program in distribution and transmission rate base, the rating
action is largely driven by Moody's opinion that the combined
company will operate as one system from a liquidity and a capital
deployment standpoint" said Natividad Martel, an Assistant Vice
President at Moody's. "This opinion is underpinned by the absence
of restrictions under the Massachusetts comprehensive settlement
agreements that would limit NSTAR's ability to upstream dividend
distributions to NU or other terms that would encourage
separateness." NSTAR and NSTAR Electric will now become key
components of a financially weaker organization, narrowing the gap
between the ratings of the entities within the newly combined
NSTAR and NU corporate family. Further supporting this view is
Moody's expectation that NSTAR and NSTAR Electric will use their
short-term debt arrangements to aid the merged group in funding
its capital requirements. That said, the stable outlook reflects
Moody's expectation that NSTAR and NSTAR Electric will remain free
cash flow positive and exhibit credit metrics that are
commensurate with the low and mid-range of the A-rating category,
respectively, despite the 44 month base distribution rate freeze
in place for NSTAR Electric under the terms of the Massachusetts
settlement agreements.

The downgrade of CL&P's ratings reflects the significant
deterioration recorded in its credit metrics at year-end 2011,
with CFO pre-W/C to debt and CFO pre-W/C interest coverage of
16.1% and 4.4x, respectively, and Moody's view that the utility
will continue to report credit metrics that are more commensurate
with the Baa2 rating category.

The affirmation of the ratings of NU, PSNH, WMECO and YGS reflects
Moody's opinion that the transaction is generally credit
supportive for NU and its other subsidiaries since NU can benefit
from NSTAR group's positive free cash flows. This somewhat reduces
the group's anticipated reliance on debt to fund its investment
program amid Moody's expectation that those subsidiaries will
maintain their pre-merger historical target dividend payout ratio
of 60%. As a result, Moody's expects NU will report better
consolidated credit metrics despite lower metrics at CL&P, better
positioning the NU holding company at its current rating Baa2
category.

NU's Baa2 senior unsecured rating also takes into consideration
the structural subordination that will exist upon completion of
the merger for parent level debt-holders relative to the existing
debt outstanding at the utility subsidiaries, particularly at the
largest companies within the merged group, namely CL&P and NSTAR.

The stable outlooks reflect Moody's expectation that each of the
entities will report credit metrics that are commensurate with
their current rating category.

Following the downgrades of the ratings of NSTAR, NSTAR Electric
and CL&P limited prospects exist for an upgrade of their
respective ratings as well as NU's ratings over the near term.

Additional negative pressure on the ratings of NSTAR and NSTAR
Electric could be triggered if a more aggressive financial policy
is implemented following the completion of their merger and/or if
their prospective credit metrics decline significantly and become
less well positioned in the low and mid-range of the A rating
category, particularly in light of the expected expiration this
year of tax savings associated with bonus depreciation.
Specifically the ratings could be downgraded if they report CFO
Pre-W/C to debt, CFO pre-W/C interest coverage and RCF to debt
below 22%, 4.5x, and 17%, on a sustainable basis.

CL&P's rating could experience additional negative momentum if
over the medium term it exhibits further deterioration in its
credit metrics such that it records CFO pre-W/C to debt, CFO pre-
W/C interest coverage and RCF to debt below 15%, 3.0x, and 11%,
respectively, on a sustainable basis.

NU's rating could come under pressure if the ratings of any of its
largest subsidiaries is downgraded again in the future given the
structural subordination embedded in its ratings. A downgrade
could be also triggered by a substantial deterioration in the
consolidated credit metrics as a result of the implementation of
aggressive financial policies after the merger, such that it
reports consolidated CFO pre-W/C to debt, CFO pre-W/C interest
coverage, RCF to debt below 15%, 3.0x, 11%, respectively, for an
extended period of time.

The ratings of PSNH, WMECO and YGS could be upgraded if they are
able to achieve a significant improvement in their financial
profiles, such that they report CFO pre-W/C to debt, interest
coverage and RCF to debt in excess of 20%, 4.0x, and 15%,
respectively, on a sustainable basis, after excluding the cash
savings associated with bonus depreciation.

The ratings of PSNH, WMECO and YGS could be downgraded if they
record a substantial deterioration in their credit metrics, such
that they report CFO pre-W/C to debt, CFO pre-W/C interest
coverage and RCF to debt falls below 15%, 3.0x, 12%, respectively,
for an extended period of time.

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

Downgrades:

  Issuer: Connecticut Development Authority

    Senior Secured Revenue Bonds, Downgraded to A3 from A2

    Senior Unsecured Revenue Bonds, Downgraded to Baa2 from Baa1

  Issuer: Connecticut Light and Power Company

    Issuer Rating, Downgraded to Baa2 from Baa1

    Pref. Stock Preferred Stock, Downgraded to Ba1 from Baa3

    Pref. Stock Preferred Stock, Downgraded to Ba1 from Baa3

    Senior Secured First Mortgage Bonds, Downgraded to A3 from A2

    Senior Secured First Mortgage Bonds, Downgraded to A3 from A2

    Senior Secured First Mortgage Bonds, Downgraded to A3 from A2

    Senior Secured Shelf, Downgraded to (P)A3 from (P)A2

  Issuer: New Hampshire (State of) Business Fin. Auth.

    Senior Unsecured Revenue Bonds, Downgraded to Baa2 from Baa1

  Issuer: New Hampshire St. Business Finance Authority

    Senior Unsecured Revenue Bonds, Downgraded to Baa2 from Baa1

  Issuer: NSTAR

     Issuer Rating, Downgraded to A3 from A2

    Senior Unsecured Bank Credit Facility, Downgraded to A3 from
    A2

    Senior Unsecured Commercial Paper, Downgraded to P-2 from P-1

    Senior Unsecured Regular Bond/Debenture, Downgraded to A3
    from A2

    Senior Unsecured Shelf, Downgraded to (P)A3 from (P)A2

  Issuer: NSTAR Electric Company

     Issuer Rating, Downgraded to A2 from A1

    Multiple Seniority Shelf, Downgraded to (P)A2, (P)Baa1 from
    (P)A1, (P)A3

    Multiple Seniority Shelf, Downgraded to (P)A2, (P)Baa1 from
    (P)A1, (P)A3

    Pref. Stock Preferred Stock, Downgraded to Baa1 from A3

    Senior Unsecured Bank Credit Facility, Downgraded to A2 from
    A1

    Senior Unsecured Regular Bond/Debenture, Downgraded to A2
    from A1

    Senior Unsecured Shelf, Downgraded to (P)A2 from (P)A1

Outlook Actions:

  Issuer: Connecticut Light and Power Company

    Outlook, Changed To Stable From Negative

  Issuer: NSTAR

    Outlook, Changed To Stable From Rating Under Review

  Issuer: NSTAR Electric Company

    Outlook, Changed To Stable From Rating Under Review

Confirmations:

  Issuer: NSTAR Electric Company

     Commercial Paper, Confirmed at P-1

After completion of the merger between Northeast Utilities (NU)
and NSTAR, shareholders will hold around 56% and 44%,
respectively, of the post-transaction company. NU will be the
surviving corporate entity and maintain dual headquarters in
Hartford and Boston, while NSTAR LLC, the successor entity of
NSTAR, will become a wholly-owned subsidiary ranking second
largest within the consolidated group with total assets of around
$8.1 billion as of December 31, 2011.

NSTAR LLC will be the parent holding company of the regulated
electric transmission and distribution utility, NSTAR Electric
Company, as well as the local gas distribution utility, NSTAR Gas
Company (not rated). NSTAR LLC also owns some other small non-
regulated subsidiaries, including a telecommunication company
(NSTAR Com) and liquefied natural gas service (Hopkinton)
operations. As of December 31 2011, NSTAR Electric reported
consolidated assets approximated $6.8 billion.

Headquartered in Berlin, Connecticut Light and Power Company with
more than 1.2 million customers is the state's largest regulated
electric transmission and distribution utility. After completion
of the merger CL&P will rank as the group's largest subsidiary
with total assets of approximately $8.8 billion at year-end 2011,
closely followed by NSTAR that reported assets of around US$ 8.1
billion at the end of 2011.

Headquartered in Manchester, Public Service Company of New
Hampshire is the largest utility in New Hampshire (NH) serving
approximately 70% of the retail customers in the state (about
500,000). This vertically integrated regulated electric utility
has an installed generating capacity of 1,200MW. PSNH will rank as
the group's third largest subsidiary with total assets of
approximately $3.1 billion.

Headquartered in Springfield, Western Massachusetts Electric
Company is a regulated electric transmission and distribution
(T&D) utility serving over 200,000 retail customers in 59
communities in western Massachusetts. WMECO will remain the
group's smallest electric utility with total assets of
approximately $1.5 billion at year-end 2011.

Headquartered in Berlin, Yankee Gas Services Company is
Connecticut's largest local gas distribution company with over
200,000 customers. At year-end 2011, YGS recorded assets of $1.5
billion.

NU's subsidiaries are regulated at the state level by their
respective public utility commissions in Connecticut (PURA),
Massachusetts (MDPU), and New Hampshire (NHPUC), and are also
subject to the Federal Energy Regulatory Commission (FERC) purview
which oversees the group's transmission business and PSNH's hydro-
electric license conditions.


DEAN WARREN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Dean Warren Associates, Inc.
        7350 North Dobson Road
        Suite 135
        Scottsdale, AZ 85256

Bankruptcy Case No.: 12-06939

Chapter 11 Petition Date: April 3, 2012

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Hilary L. Barnes, Esq.
                  THE CAVANAGH LAW FIRM
                  1850 N. Central Ave., #2400
                  Phoenix, AZ 85004
                  Tel: (602) 322-4040
                  Fax: (602) 322-4100
                  E-mail: hbarnes@cavanaghlaw.com

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

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 Caroline Wylie, president.


DELTA INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Delta Investments & Development, LLC
        dba Grand Station Casino, Vicksburg, MS
        1310 Mulberry Street
        Vicksburg, MS 39180

Bankruptcy Case No.: 12-01160

Chapter 11 Petition Date: April 2, 2012

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: Craig M. Geno, Esq.
                  CRAIG M. GENO, PLLC
                  587 Highland Colony Pkwy.
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050
                  E-mail: cmgeno@cmgenolaw.com

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

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

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

The petition was signed by J. Michael Caldwell, member.


DETROIT, MI: Moody's Cuts Ratings on Water & Sewerage Debt
----------------------------------------------------------
Moody's Investors Service has downgraded to Baa1 from A1 the
ratings on the City of Detroit's water and sewage disposal revenue
debt secured by a senior lien pledge of net revenues of each
system. Concurrently, Moody's has downgraded to Baa2 from A2 the
ratings on the city's outstanding rated water and sewage disposal
debt secured by a second lien pledge of net revenues of each
system. The ratings remain on review for downgrade.

Summary Rating Rationale

The downgrade reflects heightened risk of default and bankruptcy
by the City of Detroit (GO rated B2/rating under review for
downgrade) and the potential negative impact those events would
have on the water and sewage disposal bonds. Should the city file
for bankruptcy, the assets of the water and sewage disposal
systems would not likely be subject to an automatic stay, however,
the water and sewage disposal systems' assets and finances may not
be immune from additional pressure given the city's deteriorating
fiscal condition. The rating action also reflects the risk that
both systems could possibly be liable for some portion of the
city's liability following the recent trigger of a termination
event for the city's Certificates of Participation interest rate
swap agreements.

The water and sewage disposal system ratings remain under review
for downgrade pending Moody's receipt and review of the consent
agreement approved by city council on April 4, 2012; the ability
of the city to implement an orderly termination of its outstanding
sewerage disposal system interest rate swap agreements; and review
of recent financial performance of the water and sewage systems.
On an audited basis, debt service coverage levels for senior,
second and junior lien sewage disposal debt totaled 0.77 times for
fiscal 2011. Sewage disposal coverage calculations for fiscal 2011
increases to 0.92 times if certain non-cash items are excluded,
but still below sum sufficient and below the required rate
covenant. The system raised rates in fiscal 2012.

STRENGTHS:

- Large metropolitan service area

- New model wholesale contract in process of implementation

- Ample water supply and capacity

- Approved annual rate increases

CHALLENGES

- The system maintains a leveraged debt profile with ongoing
capital needs that could lead to pressured debt service coverage

- Diminished unrestricted net assets and narrow debt service
coverage

- Weak legal covenants

What could change the rating - UP

- Moderation of above average debt levels

- Increases in absolute current net revenue and improvement to
current debt service coverage levels

- A material improvement in the system's unrestricted cash and
investment position such that the city is better positioned to
meet unplanned draws on liquidity

What could change the rating - DOWN

- Weak operating performance resulting in decreased debt service
coverage levels

- Further increased debt ratio

- Weakening of the service area through economic forces or
wholesale contract changes

- City defaulting on debt or filing for bankruptcy

The principal methodology used in this rating was Analytical
Framework For Water And Sewer System Ratings published in August
1999.

                          Deal Near

Dow Jones' Daily Bankruptcy Review reported early this month that
the city of Detroit moved closer toward reaching an agreement with
the state of Michigan that would help end a financial crisis and
avoid a state takeover.


DORACON INC: Response Deadline Extended to April 24
---------------------------------------------------
Bankruptcy Judge Nancy V. Alquist signed off on a stipulation
between Manufacturers and Traders Trust Company, on the one hand
and Marc Baer, the trustee for Doracon Inc., and Potts & Callahan,
Inc. on the other hand, extending to April 24, 2012, the deadline
for the filing of a responsive pleading to the Objection to Motion
for Approval of Compromise of Controversy.  A copy of the April 6,
2012 Stipulation is available at http://is.gd/3SvD7Afrom
Leagle.com.

Zvi Guttman, Esq. -- zvi@zviguttman.com -- at The Law Offices of
Zvi Guttman, P.A., in Baltimore, Maryland, represents Potts &
Callahan, Inc.

David v. Fontana, Esq. -- dfont@gebsmith.com -- at Gebhardt &
Smith, LLP, in Baltimore, argues for Manufacturers and Traders
Trust Company.

Michael G. Rinn, Esq. -- mrinn@rinn-law.com -- at the Law Office
of Michael G. Rinn, in Cockeysville, Maryland, represents the
Trustee for Doracon.

Doracon, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Md. Case
No. 10-31707) in 2010.


DREIER LLP: BDO USA OK'd to Handle Solvency Related Issues
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Sheila M. Gowan, Chapter 11 trustee for Dreier LLP, to
employ BDO USA, LLP as special financial advisor in connection
with solvency related issues, nunc pro tunc to Jan. 23, 2012.

As reported in the Troubled Company Reporter on Feb. 22, 2012, in
the fourth quarter of 2010, the trustee, through Diamond McCarthy
LLP and her special counsel ASK Financial LLP, commenced
approximately 50 adversary proceedings to recover fraudulent
and preferential transfers.  In many of the Adversary Proceedings,
the solvency of the Debtor has been raised as a defense.

The trustee and various defendants in the Adversary Proceedings
have entered into scheduling stipulations which require, inter
alia, that the parties make the expert witness disclosures
required by Bankruptcy Rule 7026(a)(2) no later than May 13, 2012.

The trustee explained that prosecution of the Adversary
Proceedings requires the trustee to present expert testimony on
the Debtor's insolvency, and DSI has informed the trustee that it
does not wish to act as a testifying expert on that issue.  The
trustee therefore applied for an order authorizing the employment
of BDO as special financial advisor in connection with solvency
related issues for the purposes set for.

The trustee submitted that it is necessary to retain BDO to, inter
alia:

   a. provide assistance in reviewing and analyzing financial
      information and other relevant data relating to the Debtor;

   b. perform forensic and financial analyses, including but not
      limited to the evaluation of solvency, avoidance actions,
      fraudulent conveyances and related party claims;

   c. provide an expert report and possible testimony regarding
      the financial condition of the Debtor at all relevant times;
      and

   d. assist counsel in preparing for any depositions and court
      hearings as requested.

BDO's hourly rates for calendar year 2012 range from $150 to $795
per hour.  BDO has agreed to cap its fees for its highest billed
professional at $625 per hour for the engagement.

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

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DRI CORP: Sec. 341 Creditors' Meeting Set for April 25
------------------------------------------------------
The U.S. Trustee will convene a Meeting of Creditors pursuant to
11 U.S.C. Sec. 341(a) in the Chapter 11 cases of DRI Corp. and its
affiliates on April 25, 2012, at 10:00 a.m. at Raleigh 341 Meeting
Room.

Proofs of claim are due in the case by July 24, 2012.  Government
proofs of claim are due Sept. 21, 2012.

                          About DRI Corp.

DRI Corp. (OTCQB:TBUS) -- http://www.digrec.com/-- a provider of
digital signs for transportation systems, filed a Chapter 11
petition in Wilson, North Carolina (Bankr. E.D.N.C. Case No.
12-02298) on March 25, 2012.  DRI intends to sell its assets and
operations under Section 363 of Chapter 11 of the U.S. Bankruptcy
Code.

Dallas, Texas-based DRI disclosed assets of $42.8 million and
liabilities totaling $31.4 million.  Debt includes $9.6 million
owing to Interim Funding III LP, a secured lender with liens on
all assets.

Affiliates Digital Recorders, Inc., TwinVision of North America,
Inc., and Robinson Turney International, Inc., also sought
bankruptcy protection (Case Nos. 12-02299, 12-02300 and 12-02302).
The cases are jointly administered.

Judge Randy D. Doub presides over the case.  The petition was
signed by David L. Turney, chairman and CEO.  Northen Blue, LLP,
serves as the Debtors' counsel.  Elaine T. Rudisill and The Finley
Group, Inc., serve as chief restructuring officer and financial
consultants.  Morgan Keegan & Company, Inc., serves as marketing
consultants.  Wyrick Robbins Yates & Ponton, LLP, serves as
special counsel with respect to corporate law matters.


DRYDOCKS WORLD: Adviser Says Monarch Unlikely to Back Debt Deal
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Drydocks World
hopes to secure the backing of creditors holding 94% of its debt
for a $2.2 billion restructuring plan, but doesn't expect to
receive support from U.S. hedge fund Monarch Capital, according to
an adviser to the Dubai ship-building and repair company.

Drydocks World is a Dubai-based ship-building and repair company.


DYNEGY INC: Brower Piven Looking to Participate in Class Suit
-------------------------------------------------------------
Brower Piven, A Professional Corporation said a class action
lawsuit has been commenced in the United States District Court for
the Southern District of New York on behalf of purchasers of the
common stock of Dynegy Inc. during the period between Sept. 2,
2011 and March 9, 2012, inclusive.

Brower Piven is calling out to entities who "have suffered a net
loss for all transactions in Dynegy common stock during the Class
Period," saying they "may obtain additional information about this
lawsuit and your ability to become a lead plaintiff by contacting
Brower Piven at http://www.browerpiven.com/by email at
hoffman@browerpiven.com , by calling 410/415-6616 or at Brower
Piven, A Professional Corporation, 1925 Old Valley Road,
Stevenson, Maryland 21153."

The complaint accuses the defendants of violations of the
Securities Exchange Act of 1934 by virtue of the Company's failure
to disclose during the Class Period that Dynegy's wholly-owned
subsidiary fraudulently transferred direct ownership in one of
Dynegy's indirectly owned subsidiaries to the Company.  According
to the complaint, after, on March 9, 2012, a bankruptcy-court
examiner disclosed that Dynegy improperly acquired direct
ownership of the indirectly owned subsidiary through a fraudulent
transfer and a Wall Street Journal article revealed that this
"asset reshuffling" specifically benefited billionaire Carl Icahn
and other shareholders at the expense of creditors, the value of
Dynegy shares declined significantly.

No class has yet been certified in the action.  Members of the
Class will be represented by the lead plaintiff and counsel chosen
by the lead plaintiff.

"If you wish to choose counsel to represent you and the Class, you
must apply to be appointed lead plaintiff no later than May 29,
2012 and be selected by the Court. The lead plaintiff will direct
the litigation and participate in important decisions including
whether to accept a settlement and how much of a settlement to
accept for the Class in the action. The lead plaintiff will be
selected from among applicants claiming the largest loss from
investment in the Company during the Class Period.  You are not
required to have sold your shares to seek damages or to serve as a
Lead Plaintiff," the firm's statement reads.

"If you choose to retain counsel, you may retain Brower Piven
without financial obligation or cost to you, or you may retain
other counsel of your choice. You need take no action at this time
to be a member of the class."

Brower Piven said attorneys at the firm have combined experience
litigating securities and class action cases of over 60 years.

                       About Dynegy Inc.

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

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

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

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

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

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

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

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

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


EASTERN LIVESTOCK: Amends Schedules of Assets and Liabilities
-------------------------------------------------------------
Eastern Livestock Co., LLC, filed with the Southern District of
Indiana amended schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $59,366,230
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $592,179
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $10,970
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $39,551,548
                                 -----------      -----------
        TOTAL                    $59,366,230      $40,154,697

The Debtor previously disclosed personal property of $81,237,865
in its schedules.

A full-text copy of the amended schedules is available for free
at:

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

                      About Eastern Livestock

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

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

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

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

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

The trustee is represented by Faegre Baker Daniels, LLP.


EASTERN LIVESTOCK: Ken Byrd OK'd as Ch. 11 Trustee's Auctioneer
---------------------------------------------------------------
The Hon. Basil H. Lorch III authorized, on a final basis, James A.
Knauer, the chapter 11 trustee for Eastern Livestock Co., LLC, et
al., to employ Ken Byrd Realty & Auction, Inc., as auctioneer.

To the best of the trustee's knowledge, Ken Byrd (a) holds no
interest adverse to the Debtor or its estate in the matters upon
which it is sought to be engaged; and (b) is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Court also ordered that for purposes of Rule B-6005-1 of the
Local Rules of the Bankruptcy Court, the "date of the sale" will
be the earlier of i) the date that Ken Byrd Auction receives the
gross sales proceeds; and ii) the date the trustee receives his
share of the net sales proceeds (if Peoples Bank & Trust Company
of Pickett County submits the successful bid at the auction).

The bond requirements of Local Rule B-6005-1 are hereby waived.

                      About Eastern Livestock

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

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

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

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

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

The trustee is represented by Faegre Baker Daniels, LLP.


EASTERN LIVESTOCK: Kroger Gardis OK'd to Prosecute Estate Claims
----------------------------------------------------------------
The Hon. Basil H. Lorch III authorized, on a final basis, James A.
Knauer, the Chapter 11 trustee in the cases of Eastern Livestock
Co., LLC, et al., to employ Kroger Gardis & Regas, LLP as special
counsel.

As reported in the Troubled Company Reporter on March 21, 2012,
KGR's primary role as special counsel to the trustee will be to
investigate and prosecute claims of the estate in the collection
of certain Promissory Notes payable to the Debtors which remain
unpaid, and the bringing of actions to avoid and subsequently
recover prepetition preferential transfers pursuant to Sections
547 an 550 of the Bankruptcy Code.

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

                      About Eastern Livestock

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

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

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

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

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

The trustee is represented by Faegre Baker Daniels, LLP.


EASTMAN KODAK: Asks Court for Retired Workers' Committee
--------------------------------------------------------
Eastman Kodak Co. and its debtor affiliates asked Judge Allan
Gropper of the U.S. Bankruptcy Court in Manhattan to approve the
formation of a committee of retired workers pursuant to Section
1114 of the Bankruptcy Code.

The committee will serve as representative of Kodak retired
workers in connection with any future proposal to modify or
terminate their medical benefits.

Eastman Kodak said in court papers that it has been doing a
review of the medical benefits program as part of its plan to
maintain benefits which it considers "critical" while
significantly reducing costs.  The company and its affiliated
debtors' consolidated liability for the medical benefits is
approximately $1.2 billion.

In connection with the formation of a committee, Eastman Kodak
proposed that the committee be subject to an initial fee cap of
$50,000 per month until the company serves a notice of its
proposal to modify or terminate the medical benefits.

The committee's fee cap would increase to $100,000 per month
during the period between receipt of the notice and a written
copy of Eastman Kodak's proposal.

A court hearing on Eastman Kodak's request is scheduled for
April 16.  Objections are due by April 12.

          EKRA Praises Kodak Over Committee Formation

EKRA Ltd., an organization of retirees, praised Eastman Kodak's
move to form a retiree committee, according to an April 6 report
by CBS News.

The group said it would submit the names of about 50 retirees to
be considered for appointment by the U.S. Trustee.

"These decisions by Kodak give retirees a chance to directly
interact with Kodak to try to find win-win solutions for the
resolution of all of our health and survivor benefits," CBS News
quoted EKRA Vice-President Art Roberts as saying.

In a related development, Eastman Kodak dropped its motion to end
health care benefits for about 16,000 Medicare-eligible retirees,
according to a statement posted in EKRA's Web site.  As a result
of this decision, retirees for now do not need to switch health
care coverage or find new coverage, according to the statement.

                       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: Proposes $13.5-Mil. in Employee Bonuses
------------------------------------------------------
Eastman Kodak Co. and its debtor affiliates sought court approval
to pay a total of $13.5 million in bonuses to about 300
executives and other employees it hopes to retain as it
restructures under Chapter 11 protection.

Under the proposed bonus plan, about $8.5 million of the bonuses
would go to a group of 119 middle managers, excluding insiders.
They would receive between 35% and 50% of their base salaries.

The remaining $5 million would be shared by the remaining 200
employees, each receiving 25% of his base salary or less,
according to court papers.

Eastman Kodak's lawyer, Andrew Dietderich, Esq., at Sullivan &
Cromwell LLP, in New York, said the employees have knowledge and
skills critical to help the company restructure and would be
difficult to replace if they left to pursue other employment
opportunities.

A court hearing to consider the request is scheduled for
April 18.  Objections are due by April 13.

                       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: To Sell Lease on Times Square Billboard
------------------------------------------------------
Eastman Kodak Co. and its debtor affiliates seek approval from the
U.S. Bankruptcy Court in Manhattan to sell a lease to its giant
digital billboard overlooking New York's Times Square.

The lease on the billboard, which is owned by Clear Channel
Spectacolor LLC, allows Eastman Kodak to advertise its digital
capture devices on a 40-foot video screen overlooking Times
Square.

Eastman Kodak originally planned to end the contract, citing
significant savings from the termination.  The company, however,
did not push through with that plan after it received offers from
Orange Barrel Media and other firms to acquire the lease.

Earlier, Eastman Kodak hammered out a deal with OBM, which
offers to pay the company $3.7 million.  The advertising firm will
receive a $200,000 break-up fee should its deal with Eastman Kodak
is terminated or one of the competing bids wins.

The deal is formalized in a 12-page agreement, a copy of which is
available without charge at:

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

OBM's offer will serve as the "stalking horse" or the starting
bid.  Rival bidders are required to submit their proposals, which
must be received by Eastman Kodak's legal counsel by May 1.

A copy of the proposed order detailing the bid process is
available without charge at:

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

As part of the proposed sale of the lease, Eastman Kodak sought a
court ruling striking a provision in the lease, which limits the
billboard to Kodak ads.

A deal with Orange Barrel and other interested buyers could
collapse if Eastman Kodak fails to convince the bankruptcy court
to strike the lease provision.

"Kodak's ongoing business operations do not require the
advertising made available to Kodak on the billboard and the
billboard lease is not essential to the reorganization," said the
company's lawyer, Andrew Dietderich, Esq., at Sullivan & Cromwell
LLP, in New York.

The bankruptcy court will hold a hearing on April 16 to consider
approval of the Kodak-OBM deal and the proposed bid process.  A
court hearing to consider the proposed sale of the lease to OBM
or to the winning bidder is set for April 18.

                       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: Amends Terms of Photo Business Sale
--------------------------------------------------
Eastman Kodak Co., Kodak Imaging Network Inc. and Shutterfly Inc.
made revisions to the agreement governing the sale of the
KODAK Gallery online photo services business.

Under the revised agreement, Shutterfly will receive a $250,000
break-up fee should its deal with Eastman Kodak is terminated.
The initial deal called for the payment of $600,000 break-up fee.

The revised agreement also prohibits Kodak Imaging from using the
"Kodak Gallery" name in the U.S. and Canada on a certain period
for its own account or on behalf of another entity engaged in any
online business that duplicates the KODAK Gallery business.

A copy of the document detailing the revisions made and its
accompanying exhibits is available without charge at:

  http://bankrupt.com/misc/Kodak_Amendment1ShutterflyDeal.pdf

Earlier, Judge Allan Gropper of the U.S. Bankruptcy Court in
Manhattan authorized Eastman Kodak to hold bidding in connection
with the sale.

The company will hold an auction on April 26 if it receives an
offer from other bidders.   A court hearing will be convened on
April 30 to consider the sale of the business to the winning
bidder.  Objections to the sale are due by April 23.

                       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: U.S. Trustee Opposes Equity Committee
----------------------------------------------------
The U.S. Trustee, a Justice Department agency overseeing
bankruptcy cases, filed court papers opposing the proposed
appointment of a committee of Eastman Kodak equity security
holders.

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

In court papers, the U.S. Trustee said Eastman Kodak and its
affiliated debtors "appear to be insolvent at this time" contrary
to the Kodak shareholders' claim.

The agency also argued the shareholders failed to demonstrate
that the appointment of their own committee is necessary in light
of the circumstance that their interests appear to be aligned
with the interests of the unsecured creditors, which are
represented by the Official Committee of Unsecured Creditors.

Meanwhile, the proposed appointment drew support from a certain
Gregory Armstrong, a shareholder of Eastman Kodak.

"As a shareholder of Eastman Kodak, the fact that only one-third
of my company has filed for bankruptcy should be reason enough,
in and of itself, to justify the appointment of an equity
committee to oversee my interests in this case," Mr. Armstrong
said in a letter to Judge Allan Gropper.

                       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).


EC DEVELOPMENT: Schulman Wolfson Raises Going Concern Doubt
-----------------------------------------------------------
EC Development, Inc., filed on April 6, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Schulman Wolfson & Abruzzo, LLP, in New York, New York, expressed
substantial doubt about EC Development's ability to continue as a
going concern.  The independent auditors noted that the Company
has operating losses, negative working capital, no operating cash
flow and future losses are anticipated.  "The Company's plan of
operations, even if successful, may not result in cash flow
sufficient to finance and expand its business which raises
substantial doubt about its ability to continue as a going
concern."

The Company reported a net loss of $1.77 million on $463,971 of
revenues for 2011, compared with a net loss of $1.13 million on
$1.70 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.86 million
in total assets, $1.81 million in total liabilities, and
stockholders' equity of $4.04 million.

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

                       http://is.gd/yTPrHV

Shawnee, Oklahoma-based EC Development, Inc., markets and sells,
casino-management systems in the form of a suite of cutting-edge
technology solutions under the brand name "Tahoe".




EDIETS.COM INC: Kevin Richardson Assumes PFO and PAO Roles
----------------------------------------------------------
The Board of Directors of eDiets.com, Inc., appointed Kevin A.
Richardson, II, to perform the functions of Principal Financial
Officer and Principal Accounting Officer.

Mr. Richardson, 43, has served as Chairman of the Company's Board
of Directors since 2006. He is the managing member of Prides
Capital LLC, the general partner of Prides Capital Fund I, L.P.,
the Company's largest stockholder.  He was formerly a partner at
Blum Capital Partners, an investment firm, an analyst with Tudor
Investment Corporation, an investment management firm, and an
assistant portfolio manager of the Fidelity Contra Fund, a
registered investment company.

Mr. Richardson will not receive additional compensation in
connection with his assumption of these additional
responsibilities.  There are no family relationships between Mr.
Richardson and any of the Company's directors or executive
officers.

On Feb. 15, 2012, Prides issued an unconditional guarantee of
certain Company payment obligations to Paymentech, LLC, the
Company's credit card payments processor.  The maximum amount of
Company indebtedness guaranteed by Prides is $260,000.  Also as of
Feb. 15, 2012, the Company entered into a letter agreement with
Prides pursuant to which the Company undertook certain obligations
in consideration of the Guarantee.  Among other things, the Letter
Agreement obligates the Company to pay Prides (i) an annual credit
support fee equal to 10% of the maximum amount of Company
indebtedness guaranteed by Prides under the Guarantee and (ii) a
monthly credit support fee equal to 0.4167% of the maximum amount
of Company indebtedness guaranteed by Prides under the Guarantee.
The Company's obligations under the Letter Agreement will
terminate upon expiration or termination of the Guarantee.

On Feb. 7, 2011, the Company executed Subscription Agreements with
with BBS Capital Fund, L.P., Haus Capital Fund, L.P., and two of
its directors, Mr. Richardson and Lee S. Isgur.  Under the terms
of the Subscription Agreements, the Purchasers agreed to purchase
an aggregate of 762,364 shares of the Company's common stock, par
value $0.001 per share, in exchange for an aggregate of $1,572,375
in cash in a private placement.  The purchase price of the shares
was $2.0625 per share, above the closing price of the Company's
common stock on the prior business day, which was February 4,
2011.  Mr. Richardson purchased an aggregate of 387,879 shares of
the Company's common stock for $800,000 in the private placement.

As part of the transaction, the Company issued four Warrants for
the Purchase of Shares of Common Stock, one Warrant to each of the
Purchasers, to purchase an aggregate of 381,182 shares of the
Company's common stock at an exercise price of $1.7675 per share,
also above the closing price of the Company's common stock on
Feb. 4, 2011.  Each Warrant has a three-year expiration date, is
exercisable beginning immediately and provides for a cashless
"net" exercise under certain conditions.  The exercise price of
each Warrant is subject to adjustment under certain circumstances;
however, no adjustment to the exercise price will operate to
reduce the exercise price to a price less than the closing price
of the Company's common stock on Feb. 4, 2011.  The Warrant issued
to Mr. Richardson entitles him to purchase 193,940 shares of the
Company's common stock.

On Nov. 12, 2010, the Company issued the following promissory
notes:

   (i) a promissory note to Mr. Richardson, pursuant to which the
       Company borrowed $600,000;

  (ii) a promissory note to Lee S. Isgur, one of the Company's
       directors, pursuant to which the Company borrowed $200,000;
       and

(iii) a promissory Note to Kevin N. McGrath, at that time one of
       the Company's directors and its President and Chief
       Executive Officer, pursuant to which the Company borrowed
       $200,000.

The entire outstanding principal balance of the Director Notes,
together with all accrued and unpaid interest, was originally due
and payable on Dec. 31, 2011.  Interest accrues on the Director
Notes at a rate of 5% per annum.  In the event the principal is
not paid in full within three business days of the due date, or
any other default occurs thereunder, then interest will accrue on
the outstanding principal balance of the Director Notes at a rate
of 10% per annum.

On Dec. 30, 2011, the Company executed amendments to each of the
Director Notes to extend their maturity date to Dec. 31, 2012.
All other terms and provisions of the Director Notes remain
unchanged.  All principal and accrued interest remains outstanding
under the Director Notes, including Director Note issued to Mr.
Richardson.

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

eDiets.com reported a net loss of $43.3 million in 2010 and a net
loss of $12.1 million in 2009.  The Company also reported a net
loss of $2.73 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$3.96 million in total assets, $4.27 million in total liabilities,
and a $314,000 total stockholders' deficit.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company said that in light of the results of its operations,
management has and intends to continue to evaluate various
possibilities, including raising additional capital through the
issuance of common or preferred stock, securities convertible into
common stock, or secured or unsecured debt, selling one or more
lines of business, or all or a portion of the Company's assets,
entering into a business combination, reducing or eliminating
operations, liquidating assets, or seeking relief through a filing
under the U.S. Bankruptcy Code.


EDIETS.COM INC: Incurs $1.65 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
eDiets.com, Inc., reported a net loss of $1.65 million on
$4.64 million of total revenues for the three months ended Dec.
31, 2011, compared with a net loss of $1.26 million on $6.89
million of total revenues for the same period a year ago.

The Company reported a net loss of $4.39 million on $22.06 million
of total revenues for the twelve months ended Dec. 31, 2011,
compared with a net loss of $43.27 million on $23.35 million of
total revenues during the prior year.

The Company's selected balance sheet data at Dec. 31, 2011, showed
$2.69 million in total assets, $1 million in debt and a $1.34
million stockholders' deficit.

"I'm excited about the opportunity to lead eDiets and am committed
to addressing the challenges and maximizing our brand potential,"
said Tom Connerty, President and CEO, eDiets.com.  "Having been in
the direct marketing industry for over 25 years and as a member of
eDiets' board of directors for the past year, I have a strong
understanding of our core competencies and the steps necessary to
build a market leading meal delivery service.  Over the past
several years, the company has significantly improved the cost
structure and operations and we are now focusing all of our
efforts on growing our customer base at an acceptable cost level
to achieve profitability."

A copy of the press release is available for free at:

                        http://is.gd/rsvQls

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

eDiets.com reported a net loss of $43.3 million in 2010 and a net
loss of $12.1 million in 2009.  The Company also reported a net
loss of $2.73 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$3.96 million in total assets, $4.27 million in total liabilities,
and a $314,000 total stockholders' deficit.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company said that in light of the results of its operations,
management has and intends to continue to evaluate various
possibilities, including raising additional capital through the
issuance of common or preferred stock, securities convertible into
common stock, or secured or unsecured debt, selling one or more
lines of business, or all or a portion of the Company's assets,
entering into a business combination, reducing or eliminating
operations, liquidating assets, or seeking relief through a filing
under the U.S. Bankruptcy Code.


ENDURANCE INTERNATIONAL: S&P Gives 'B' Rating on $535MM Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '3' recovery rating to Burlington, Mass.-based
Endurance International Group, Inc's. $535 million new term loan.
The '3' recovery rating indicates that lenders can expect
meaningful (50%-70%) recovery in the event of a payment default.
The company intends to use the proceeds primarily to redeem its
existing term loan and preferred stock, with minimal effect on
leverage.

"Our 'B' corporate credit rating and stable outlook on Endurance
remain unchanged. Our existing 'B' issue-level rating with a '3'
recovery rating on the company's revolving credit facility remain
unchanged as well. Standard & Poor's expects that Endurance will
generate good free operating cash flow 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 market in a weak economy, and what we
view as an 'aggressive'," S&P said.

RATINGS LIST

Endurance International Group Inc.
Corporate Credit Rating                 B/Stable/--

New Ratings

Endurance International Group Inc.
$535 mil term loan                      B
   Recovery Rating                       3


ENERGY FOCUS: Continued Losses Cue Going Concern Doubt
------------------------------------------------------
Energy Focus, Inc., filed on March 30, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Plante & Moran, PLLC, in Cleveland, Ohio, expressed substantial
doubt about Energy Focus's ability to continue as a going concern.
The independent auditors noted that the Company incurred net
losses of $6,055,000, $8,517,000, and $11,015,000 during the years
ended Dec. 31, 2011, 2010, and 2009.

The Company reported a net loss of $6.06 million on $25.75 million
of revenue for 2011, compared with a net loss of $8.52 million on
$35.13 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$13.78 million in total assets, $12.31 million in total
liabilities, and stockholders' equity of $1.47 million.

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

                       http://is.gd/wL2pya

Solon, Ohio-based Energy Focus, Inc., designs, develops,
manufactures, and markets energy-efficient lighting products, and
is a provider of turnkey, energy-efficient, lighting solutions in
the governmental and public sector market, general commercial
market, and the pool market.


ENERGY FUTURE: Files Post-Effective Amendment to Form S-1
---------------------------------------------------------
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission a post-effective amendment no. 1 to Form S-1
registration statement relating to a combined offering of:

   -- $1,060,757,000 10.000% Senior Secured Notes due 2020;
   -- $115,446,000 9.75% Senior Secured Notes due 2019;
   -- $928,564,000 5.55% Series P Senior Notes due Nov. 15, 2014;
   -- $750,000,000 6.50% Series Q Senior Notes due Nov. 15, 2024;
   -- $750,000,000 6.55% Series R Senior Notes due Nov. 15, 2034;
   -- $1,786,546,000 10.875% Senior Notes due 2017; and
   -- $3,221,526,485 11.250%/12.000% Senior Toggle Notes due 2017.

Interest on the 10.000% Senior Secured Notes due 2020 is payable
on January 15 and July 15 of each year.  The 10.000% Notes accrue
interest at the rate of 10.000% per annum.  The 10.000% Notes will
mature on Jan. 15, 2020.

Energy Future Holdings Corp. may redeem any of the 10.000% Notes
beginning on Jan. 15, 2015, at the redemption prices set forth in
this prospectus.  EFH Corp. may also redeem any of the 10.000%
Notes at any time prior to Jan. 15, 2015, at a price equal to 100%
of their principal amount, plus accrued and unpaid interest and a
"make-whole" premium.  In addition, before Jan. 15, 2013, EFH
Corp. may redeem up to 35% of the aggregate principal amount of
the 10.000% Notes using the proceeds from certain equity offerings
at the redemption price set forth in this prospectus.

The 10.000% Notes are senior obligations of EFH Corp. and rank
equally in right of payment with all senior indebtedness of EFH
Corp.  The 10.000% Notes are effectively subordinated to any
indebtedness of EFH Corp. secured by assets of EFH Corp. to the
extent of the value of the assets securing such indebtedness and
structurally subordinated to all indebtedness and other
liabilities of EFH Corp.'s non-guarantor subsidiaries and any
other unrestricted subsidiaries.  The 10.000% Notes are senior in
right of payment to any future subordinated indebtedness of EFH
Corp.

A copy of the post-effective amendment is available for free at:

                        http://is.gd/30wtAI

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future reported a net loss of $1.91 billion in 2011 and a
net loss of $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities and a
$7.75 billion total deficit.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


FAIRGROUNDS PROPERTIES: Court Confirms Bankruptcy-Exit Plan
-----------------------------------------------------------
Bankruptcy Chief Judge William T. Thurman confirmed the Plan of
Reorganization dated Dec. 8, 2011, proposed by Fairgrounds
Properties, Inc., pursuant to a Findings of Fact and Conclusions
of Law dated April 5, 2012, available at http://is.gd/MGSEalfrom
Leagle.com.  The Court held, among others, that the Plan is
feasible and is not likely to be followed by a liquidation or
further financial reorganization.  The Debtor has presented
credible and persuasive evidence that it will be able to make all
payments required to be made under the Plan, and will otherwise be
able to satisfy all of its obligations under the Plan.  The
confirmation hearing was held April 5.

St. George, Utah-based Fairgrounds Properties, Inc., filed for
Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-26803) on
May 10, 2011.  estimating $1 million to $10 million in assets and
debts.  The petition was signed by Robert Stevens, president.
Attorneys for the Debtor are:

          Andres Diaz, Esq.
          Thomas D. Neeleman, Esq.
          Geoffrey L. Chesnut, Esq.
          RED ROCK LEGAL SERVICES, P.L.L.C.
          St. George, UT
          Tel: (435) 634-1000
          Fax: (435) 634-1001
          E-mail: courtmailrr@expresslaw.com


FILENE'S BASEMENT: May 3 Auction for Intellectual Property
----------------------------------------------------------
Filene's Basement, LLC and Syms Corp scheduled a May 3 auction for
their intellectual property assets.  To participate in the
auction, interested parties must submit initial bids by May 1,
2012.

A sale hearing to approve the sale of the assets to the successful
bidder is scheduled for May 10, 2012.  Objections to the sale of
the IP assets must be sent by May 7.

The assets being offered for sale include the Syms(R) and Filene's
Basement(R) trade names as well as some of their house brands such
as Stanley Blacker(R) and Maine Bay(R).  Also for sale is the IP
in connection with the world-famous Running of the Brides(R)
event.  The sale process is being conducted by Hilco Streambank,
the companies' Bankruptcy Court-approved advisory firm.

The initial procedural order entered by the Bankruptcy Court on
April 9, 2012, says that the Debtors are authorized to enter into
one or more stalking horse agreements prior to the auction.

"Numerous parties have expressed an interest in these famous
brands," said David Peress, Executive Vice President with Hilco
Streambank.  "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."

                         About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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

Gordon Brothers and Hilco are represented by Goulston & St


FIRST NATIONAL: Court OKs Modification of Adequate Protection
-------------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma authorized First National Building I,
LLC, and First National Building II, LLC, to enter into (i) a
stipulation regarding relief from automatic stay; and (ii) a
stipulation regarding receiver with Capmark Bank and Capmark CDF
Subfund VI LLC.

The Court ordered that the automatic stay arising under Section
362 of the Bankruptcy Code is modified so that, in the event the
Debtors fail to meet their obligations set forth in the Settlement
Agreement, the automatic stay is immediately terminated as to the
property without further notice, hearing or action of the Court.

                      About First National

Sherman Oaks, California-based First National Building I, LLC, and
First National Building II, LLC, are the co-owners of the real
property commonly known as the First National Center and located
at 120 N. Robinson Avenue in Oklahoma City.  The property is a 33-
story historic office building located in the central business
district in Oklahoma City and contains approximately 950,000
square feet of rentable space.

The Honorable Geraldine Mund entered an order directing the
transfer of the Chapter 11 cases of First National Building I,
LLC, and First National Building II, LLC, from the Central
District of California to the Western District of Oklahoma.
Lender Capmark Bank and Capmark CDF Subfund VI LLC made the
request, and Judge Mund agreed to the venue change.

First National Building I, LLC, filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif.,
on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla.
Case No. 10-16334) to Oklahoma City on Oct. 13, 2010.  First
National Building II, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on
Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case
No. 10-16335) to Oklahoma City on Oct. 13, 2010.  Keith M.
Aurzada, Esq., and John C. Leininger, Esq., at Bryan Cave LLP, in
Dallas, Tex., and Rob F. Robertson, Esq., at GableGotwals, in
Oklahoma City, Okla., represent Capmark as counsel.

The Debtors each estimates assets and debts at $10 million to
$50 million.

The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D.
Calif. Case No. 09-14214).

David L. Neale, Esq., and Juliet Y. Oh, Esq., at Levene, Neale,
Bender, Yoo & Brill L.L.P., in Los Angeles; and Mark B. Toffoli,
Esq., at Andrews Davis, P.C., in Oklahoma City, Okla., represent
the Debtors as counsel.


FIRST NATIONAL: Has Access to Cash Collateral Until May 31
----------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma approved a stipulation authorizing
First National Building I, LLC, and First National Building II,
LLC's continued use cash collateral until May 31, 2012.

The stipulation was entered among the Debtors and secured
creditors Capmark Bank and Capmark CDF Subfund VI LLC.

Pursuant to the stipulation:

   -- the Debtors are authorized to continue using the rent
revenue generated from the lease of space in the property to
maintain the property and pay operating expenses relating to the
property;

   -- the Debtors are authorized to deviate from the line items
contained in the budget by not more than 5%, on both a line item
and aggregate basis, with any unused portion from a week to be
carried over into the following week;

   -- the Debtors will use cash collateral to pay all quarterly
fees owing to the Office of the United States Trustee and all
expenses owing to the Clerk of the Bankruptcy Court;

   -- during the months of March, April and May, 2012, the Debtors
are authorized to pay managing agent Milbank Real Estate Services,
Inc., a management fee equal to 3% of all gross revenues collected
from the property during these months, provided that the Debtors
have provided the lender with the information regarding certain
prepetition insider payments that was requested by counsel for the
lender on Aug. 8, 2011, which information provides an explanation
that is reasonably satisfactory to the lender.

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

                      About First National

Sherman Oaks, California-based First National Building I, LLC, and
First National Building II, LLC, are the co-owners of the real
property commonly known as the First National Center and located
at 120 N. Robinson Avenue in Oklahoma City.  The property is a 33-
story historic office building located in the central business
district in Oklahoma City and contains approximately 950,000
square feet of rentable space.

The Honorable Geraldine Mund entered an order directing the
transfer of the Chapter 11 cases of First National Building I,
LLC, and First National Building II, LLC, from the Central
District of California to the Western District of Oklahoma.
Lender Capmark Bank and Capmark CDF Subfund VI LLC made the
request, and Judge Mund agreed to the venue change.

First National Building I, LLC, filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif.,
on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla.
Case No. 10-16334) to Oklahoma City on Oct. 13, 2010.  First
National Building II, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on
Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case
No. 10-16335) to Oklahoma City on Oct. 13, 2010.  Keith M.
Aurzada, Esq., and John C. Leininger, Esq., at Bryan Cave LLP, in
Dallas, Tex., and Rob F. Robertson, Esq., at GableGotwals, in
Oklahoma City, Okla., represent Capmark as counsel.

The Debtors each estimates assets and debts at $10 million to
$50 million.

The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D.
Calif. Case No. 09-14214).

David L. Neale, Esq., and Juliet Y. Oh, Esq., at Levene, Neale,
Bender, Yoo & Brill L.L.P., in Los Angeles; and Mark B. Toffoli,
Esq., at Andrews Davis, P.C., in Oklahoma City, Okla., represent
the Debtors as counsel.


FIRST NATIONAL: Lender's Cash for Elevator Modernization OK'd
-------------------------------------------------------------
First National Building I, LLC, and First National Building II,
LLC, ask the U.S. Bankruptcy Court for the Western District of
Oklahoma to authorize the continued use of cash collateral to pay
the costs set forth in Agreement for Elevator Modernization dated
Dec. 13, 2011, entered into by the Debtors and ThyssenKrupp
Elevator Corporation.

As set forth in detail in the Elevator Modernization Contract,
ThyssenKrupp will be providing these services at a total cost of
$674,984 (which cost may be subject to further negotiation by the
parties):

   -- complete modernization of three gearless passenger elevators
located at First National Center, East Tower -- $461,935,
including taxes; and

   -- complete modernization of one gearless passenger elevator
located at First National Center, East Tower -- $213,049,
including taxes.

Capmark Bank, a Utah industrial bank, and Capmark CDF Subfund VI
LLC has consented to the use of cash collateral to pay the
Elevator Modernization Contract costs and is in any case
adequately protected by the Debtors' continued operation of the
property.

The Debtors and the lender entered into successive stipulations
authorizing the Debtors to continue using cash collateral to pay
the Debtors' operating expenses.  Pursuant to the most recent
stipulation entered into by the Debtors and the lender, which
stipulation was approved by the Court on March 5, the Debtors were
authorized to use cash collateral to pay operating expenses,
through and including May 31, 2012.

                      About First National

Sherman Oaks, California-based First National Building I, LLC, and
First National Building II, LLC, are the co-owners of the real
property commonly known as the First National Center and located
at 120 N. Robinson Avenue in Oklahoma City.  The property is a 33-
story historic office building located in the central business
district in Oklahoma City and contains approximately 950,000
square feet of rentable space.

The Honorable Geraldine Mund entered an order directing the
transfer of the Chapter 11 cases of First National Building I,
LLC, and First National Building II, LLC, from the Central
District of California to the Western District of Oklahoma.
Lender Capmark Bank and Capmark CDF Subfund VI LLC made the
request, and Judge Mund agreed to the venue change.

First National Building I, LLC, filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif.,
on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla.
Case No. 10-16334) to Oklahoma City on Oct. 13, 2010.  First
National Building II, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on
Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case
No. 10-16335) to Oklahoma City on Oct. 13, 2010.  Keith M.
Aurzada, Esq., and John C. Leininger, Esq., at Bryan Cave LLP, in
Dallas, Tex., and Rob F. Robertson, Esq., at GableGotwals, in
Oklahoma City, Okla., represent Capmark as counsel.

The Debtors each estimates assets and debts at $10 million to
$50 million.

The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D.
Calif. Case No. 09-14214).

David L. Neale, Esq., and Juliet Y. Oh, Esq., at Levene, Neale,
Bender, Yoo & Brill L.L.P., in Los Angeles; and Mark B. Toffoli,
Esq., at Andrews Davis, P.C., in Oklahoma City, Okla., represent
the Debtors as counsel.


GALP CYPRESS: Court Dismisses Chapter 11 Case
---------------------------------------------
At the behest of Judy A. Robbins, the U.S. Trustee for the
Southern District of Texas, the Bankruptcy Court dismissed the
Chapter 11 case of GALP Cypress Limited Partnership.  The Court
held that the Debtor's failure to pay appropriate fees due to the
U.S. Trustee and submit an appropriate affidavit of disbursement
will be treated as a contempt of the Court.

The U.S. Trustee sought conversion or dismissal of the Debtor's
cases in light of the Court's order allowing a secured creditor to
proceed with foreclosure of the real estate owned by the Debtor,
which asset is necessary for the Debtor to have any prospect at
reorganization.

                         About GALP Cypress

GALP Cypress Limited Partnership owns an apartment complex in
Houston, Texas.  The Debtor filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-40427) on Dec. 6, 2011.  Judge
Letitia Z. Paul presides over the case.  The Debtor estimated
assets of $10 million to $50 million and debts of $1 million to
$10 million.  Gary Gray signed the petition as president of
Cypress-1 GP, Inc., general partner of Cypress GP, L.P.  The
Debtor is represented by Matthew Hoffman, Esq., at Law Offices of
Matthew Hoffman, P.C.

This is the second case filed by the Debtor.  The Debtor's
previous case was filed on Oct. 4, 2010, under Bankruptcy Case
Number 10-38991, and was dismissed Sept. 29, 2011, on an unopposed
motion of the US Trustee.


GIORDANO'S ENTERPRISES: Apostolous Suit to Proceed in State Court
-----------------------------------------------------------------
District Judge Samuel Der-Yeghiayan affirmed a bankruptcy court
ruling that sent a lawsuit by former Giordano's pizza owners John
and Eva Apostolou back to state court.  The District Court said
the bankruptcy court properly concluded that the claims in the
lawsuit are direct and personal state law claims and that the
claims do not interfere with the business of Giordano's which is
in bankruptcy.  The District Court also held that the lawsuit did
not violate the bankruptcy court's May 12, 2011 order appointing a
trustee to oversee the chain and placing the assets and business
of the Debtors under the trustee's control.

John and Eva Apostolou are trustees of trusts that allegedly own
100% of certain common stock and limited partnership interests of
Giordano's pizza restaurants.   On Aug. 3, 2011, an action was
filed in state court by John Apostolou, Eva Apostolou, Basil
Apostolou, George Apostolou, and Joanna Apostolou.  The Apostolous
assert that certain non-debtor third parties, such as the Chief
Financial Officer of the Debtors, owed the Apostolous certain
personal duties.  The Apostolous bring claims, such as breach of
fiduciary duty claims, premised upon alleged personal duties owed
uniquely to the Apostolous.  The Apostolous are seeking to obtain
relief based upon the relationships of certain individuals and
entities with the Apostolous and are not seeking to obtain funds
from the Estate.

On Aug. 12, Fifth Third Bank filed a notice of removal, removing
the Apostolous Action to federal court.  On Aug. 15, FTB filed a
motion in the Bankruptcy Proceedings, contending that the
Apostolous Action violated the bankruptcy automatic stay and
violated the May 12 Order.  FTB also filed a motion for sanctions
against the Apostolous and their counsel.  On Aug. 19, the Trustee
filed a motion to enforce the automatic stay against the
Apostolous and to stay the Apostolous Action.  On Aug. 23, the
Apostolous filed a motion to remand the Apostolous Action to state
court.

On Sept. 21, 2011, the bankruptcy court granted in part the
Trustee's motion to enforce the automatic stay.  The bankruptcy
court held that certain portions of the complaint in the
Apostolous Action violated the automatic stay and that those
portions of the complaint were stricken.  The bankruptcy court
also found that the proposed amended complaint by the Apostolous
complied with the court's order and did not violate the automatic
stay. The bankruptcy court further granted in part and denied in
part FTB's motion for sanctions, denying the request that the
Apostolous and their counsel be held in contempt of court.  On
Sept. 28, the bankruptcy court remanded the Apostolous Action to
state court, prompting FTB to appeal.

The case before the District Court is, Fifth Third Bank,
Appellant, v. John Apostolou, et al., Appellees, No. 11 C 8117
(N.D. Ill.).  A copy of the District Court's April 3, 2012
Memorandum Opinion is available at http://is.gd/SSH7LRfrom
Leagle.com.

Fifth Third Bank is represented by Ronald S. Barliant, Esq. --
ronald.barliant@goldbergkohn.com -- at Goldberg Kohn Ltd.

The Apostolous are represented by James B. Sowka, Esq. --
jsowka@seyfarth.com -- at Seyfarth Shaw LLP.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank about $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third
provided DIP financing of up to $35,983,563.

Philip V. Martino was appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.

The pizza chain was auctioned on Nov. 16, 2011, and ultimately
sold for $61.6 million to an investor group led by Chicago-based
private equity firm Victory Park Capital.


GMX RESOURCES: To Exchange 2.2MM Shares for $4.1MM Conv. Notes
--------------------------------------------------------------
GMX Resources Inc. entered into an exchange agreement with an
investment manager on behalf of seven holders of its 5.00%
Convertible Senior Notes due 2013.  Pursuant to this agreement, as
consideration for the surrender by the holders of $4,120,000
aggregate principal amount of the 2013 Convertible Notes, GMXR
will issue to the holders an aggregate of 2,245,400 shares of GMXR
common stock, par value $0.001 per share, along with cash
consideration relating to accrued and unpaid interest.

This issuance of the Common Stock is being effected pursuant to
Section 3(a)(9) of the Securities Act of 1933, and accordingly
such Common Stock is exempt from registration as securities
exchanged by the issuer with its existing security holders
exclusively where no commission or other remuneration is paid or
given directly or indirectly for soliciting such exchange.

                         About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported a net loss of $206.44 million in 2011, a net
loss of $138.29 million in 2010, and a net loss of $181.08 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $542.20
million in total assets, $474.92 million in total liabilities and
$67.27 million in total equity.

                           *     *     *

In November 2011, Moody's downgraded the rating of GMX Resources'
corporate family rating (CFR) to 'Caa3' from 'Caa1', the
Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the
Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. The
outlook is negative.

The downgrade of GMX's PDR and note ratings reflect the company's
announcement that greater than 50% of the holders of the notes due
2019 have accepted a proposed exchange offer, which Moody's views
as a distressed exchange.  The lowering of the CFR and SGL ratings
reflects Moody's expectation of potential liquidity issues through
the first quarter of 2013, as well as elevated leverage following
the issuance of at least $100 million of proposed secured notes
under the exchange offer and a proposed $55 million volumetric
production payment (VPP), both of which the company expects to be
executed before the end of 2011.  Moody's treats VPPs as debt in
Moody's leverage calculations.  The negative outlook reflects the
potential for the CFR and note ratings to be lowered if liquidity
deteriorates further.

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on GMX Resources Inc.
to 'SD' (selective default) from 'CC'.  "We also lowered the
company's issue-level ratings to 'D' from 'CC', reflecting its
completion of an exchange offer for a portion of its $200 million
11.375% senior notes due 2019," S&P said.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 11.375% senior notes due
2019," said Standard & Poor's credit analyst Paul B. Harvey.  "The
exchange offer included $53 million principle of 11.375% senior
notes that accepted an exchange of $1,000 principle for $750
principle of new 11% senior secured notes due 2017.  We consider
the completion of such an exchange, at a material discount to par,
to be a distressed exchange and, as such, tantamount to a default
under our criteria."


GREDE HOLDINGS: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Southfield, Mich.-based casting supplier Grede
Holdings LLC. The outlook is stable. "At the same time, we
assigned a 'BB' issue-level rating and '1' recovery rating to
Grede's $200 million five-year senior secured term loan. The '1'
recovery rating indicates our expectation that lenders would
receive very high (90% to 100%) recovery in the event of a payment
default. All previous ratings were preliminary," S&P said.

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

"We assume Grede's revenue growth in 2012 and 2013 will be
determined by the pace of stabilizing auto production in North
America and some ongoing recovery in commercial-truck and
industrial demand. In the U.S. light-vehicle market, we expect
2012 and 2013 sales to increase 11% and 5% to 14.1 million and
14.8 million units. Sales in recent months have been higher than
our 2012 estimate, but we also believe production could return to
more historical levels of volatility, now that inventories seem
fully restocked and prospects for higher gas prices begin to more
strongly influence consumer vehicle mix preferences and
potentially sales volumes," S&P said.


GRUBB & ELLIS: Colliers Int'l Snags Eight Brokers
-------------------------------------------------
Mary Ann Azevedo at Silicon Valley/San Jose Business Journal
reports that Colliers International has hired eight former Grubb &
Ellis brokers to work out of its San Jose and Redwood City
offices.

The report notes four former Grubb & Ellis brokers will be joining
Colliers' downtown office on 450 W. Santa Clara St. in San Jose.
Another four will be working out of its Redwood City location on
203 Redwood Shores Parkway.  Another five have joined Colliers'
Sacramento office.

According to the report, specifically, in San Jose, investment
sales specialist Mark Bruening and his associate, Drew Brown, will
be working out of Colliers' downtown location.  John Serex, who
specializes in industrial/R&D leasing, and financial services and
asset management consultant Howard Berry have also joined the
firm's San Jose office.  Meanwhile, former Grubb & Ellis brokers
Mike Davis, J.P. Custodio, Michael Draeger and Aaron Levinger have
joined Colliers' Peninsula office in Redwood City.  They all
specialize in industrial leasing and sales.

The report notes, in addition, Mike Kennedy, a former independent
broker/developer whose focus is on representing emerging tech and
venture capital companies will be working out of the Redwood City
office.

The report relates Richard Scott, managing director of the San
Jose office of Grubb & Ellis, said of the announcement: "The four
Silicon Valley local agents (Bruening, Brown, Serex, Berry) are
all solid guys and and I'm happy they landed at a good
organization like Colliers International."

The report further relates Jeff Fredericks, managing partner of
Colliers' San Jose office, said of the new hires: "We filled
important niches, added experience as well as youth to our ranks
and most importantly we added some fine individuals who fit our
culture like a glove."

                        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.


GRUBB & ELLIS: Brokers Object to Asset Purchase Deal Supplement
---------------------------------------------------------------
BankruptcyData.com reports that Grubb & Ellis' ad hoc committee of
brokers filed with the U.S. Bankruptcy Court a response and
objection and reservation of rights to the Debtors' motion to
approve a transition services supplement for the second amended
and restated asset purchase agreement.

Documents filed with the Court assert, "Time and time again, the
Brokers have requested answers and certainty as to their future
income and their future livelihood, whether it be with BGC or not.
Not only have BGC and the Debtors failed to provide such answers
and certainty, but they continue to make promises that are false
and continue to take actions - the latest, the Transition
Agreement - that create pronounced uncertainty and handcuff the
Brokers to an unbearable situation. What is clear from the Motion
and the Transition Agreement is that BGC was not - and is not -
able to close on the sale. Despite the many 'drop dead' milestones
dates that BGC included in the Purchase Agreement - all of which
have passed - it may now actually be months before the sale
closes."

                        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.


GRUBB & ELLIS: Alvarez & Marsal OK'd as Financial Advisor
---------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York authorized Grubb & Ellis Company, et
al., to employ Alvarez & Marsal North America, LLC and Alvarez &
Marsal Securities, LLC as financial advisor and investment banker.

                    About Grubb & Ellis Company

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.


GRUBB & ELLIS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Grubb & Ellis Company filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $36,287,114*
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $30,913,056*
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $9,800,400*
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $122,732,170*
                                 -----------      -----------
        TOTAL                    $36,287,114*    $163,445,626*

* plus undetermined amount

A full-text copy of the schedules are available for free at
http://bankrupt.com/misc/GRUBB_&_ELLIS_sal.pdf

                    About Grubb & Ellis Company

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.


GRUBB & ELLIS: Taps Kurtzman Carson Consultants as Admin. Agent
---------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York authorized Grubb & Ellis Company, et
al., to employ Kurtzman Carson Consultants LLC as administrative
agent in the Debtors' chapter 11 cases.

As reported in the Troubled Company Reporter on March 21, 2012,
the Debtors anticipate that there will be in excess of 5,000
creditors and other parties in interest to be noticed.  In view of
the number of anticipated creditors and parties in interest and
the complexity of the Debtors' business, the Debtors submit that
the appointment of KCC as the administrative agent is both
necessary and in the best interests of the Debtors, their estates
and other parties in interest.

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

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

                    About Grubb & Ellis Company

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.


GRUBB & ELLIS: Togut Segal Approved as Bankruptcy Counsel
---------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York authorized Grubb & Ellis Company, et
al., to employ Togut, Segal & Segal LLP as counsel.

As reported in the Troubled Company Reporter on Feb. 24, 2012,
Togut, Segal & Segal LLP, will be led by Frank A. Oswald, Esq.,
Scott E. Ratner, Esq., and Jonathan P. Ibsen, Esq., as their
general bankruptcy counsel.

The Togut Firm was engaged on Jan. 31, 2012, to assist the Debtors
with evaluating its restructuring options and to prepare for a
chapter 11 case should a filing become necessary or desirable.  To
date, the Company has paid an aggregate of $850,000 as a retainer
to the Togut Firm.

The Debtors propose to compensate the Togut Firm on an hourly
basis at its customary hourly rates for services rendered, plus
reimbursement of actual, necessary expenses incurred by the Togut
Firm.  The current standard hourly rates for the Togut Firm are
(i) partners $800 to $935; (ii) associates and counsel $185 to
$715; (iii) paralegals and law clerks $145 to $285.

Mr. Oswald, a member of the Togut Firm, attests that the Firm does
not represent or hold any interest adverse to the Debtors or their
estates with respect to the matters on which the firm is to be
employed.  The Togut Firm also does not have any connection with
any creditors or other parties in interest, or their attorneys or
accountants, or the United States Trustee or any of its employees.

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

                    About Grubb & Ellis Company

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.


GRUBB & ELLIS: Zukerman Gore Approved as Corporate Counsel
----------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York authorized Grubb & Ellis Company, et
al.,to employ Zukerman Gore Brandeis & Crossman, LLP to act as
corporate counsel in the Chapter 11 cases.

                    About Grubb & Ellis Company

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.


HARLAY HOSPITALITY: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Harlay Hospitality, Ltd.
        5710 Industry Park Dr.
        San Antonio, TX 78212

Bankruptcy Case No.: 12-51068

Chapter 11 Petition Date: April 2, 2012

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Jessica L. Hanzlik, Esq.
                  TIWARI + BELL, PLLC
                  12002 Bandera Rd., Suite 102
                  Helotes, TX 78023
                  Tel: (210) 485-2104
                  Fax: (210) 485-2122
                  E-mail: jhanzlik@texaslegalpros.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 nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/txwb12-51068.pdf

The petition was signed by Harlay Lodging, LLC, general partner.


HARRELSON UTILITIES: Court Won't Reopen Chapter 11 Case
-------------------------------------------------------
Bankruptcy Judge Randy D. Doub denied a request filed by Blue
Ridge Site Development of NC to reopen the Chapter 11 case of
Harrelson Utilities, Inc.

On Feb. 23, 2011, the Court entered the Final Decree in the
Harrelson case after finding the plan of reorganization was
substantially consummated pursuant to 11 U.S.C. Sec. 1101(2).

Blue Ridge was hired by 1st AB Inc. to perform construction work
on a project called Ashford Village.  Blue Ridge subcontracted a
portion of the work to the Debtor.  Blue Ridge's payments to the
Debtor were subject to a claim of lien on funds by Ferguson
Enterprises, Inc. of Virginia for materials and labor provided to
the Debtor.

On Oct. 1, 2010, Ferguson and Financial Federal Credit Inc. -- now
People's United Equipment Finance Corp. -- filed a Joint Motion to
Approve Settlement and Compromise, which among other things,
allowed Ferguson and FFCI to each take a 50% share of a
$115,379.34 bond deposited by 1st AB Inc. to discharge Ferguson's
claim of lien on real property on the Ashford Village project.  On
Nov. 22, 2010, the Court approved the Settlement and Compromise,
subject to certain limitations.  The November Order allowed
Ferguson and FFCI to split the $115,379.34 bond amount.

On Aug. 17, 2011, Ferguson and Peak City Partners, LLC, filed the
Joint Motion to Reopen Case for Clarification and Enforcement of
Order Approving Settlement and Compromise to address issues
related to the settlement of the Schiefflin Industrial Park
project, which was also discussed in the November Order.  Though
the Ferguson and Peak City joint motion did not address payment on
the Ashford Village project, Blue Ridge filed a response to it on
Oct. 3, 2011.  Blue Ridge asserted the actual amount it owed the
Debtor for the Ashford Village project was $90,171.19 instead of
the $115,379.24 bond amount deposited by 1st AB Inc.  Blue Ridge
also asserted it was entitled to a $3,079.85 material credit for
materials returned to Ferguson in July 2009.  Subtracting the
$3,079.85 material credit from the $90,171.19 actual indebtedness,
Blue Ridge claimed the November Order's payment of the $115,379.24
bond amount resulted in a $28,287.90 overpayment to Ferguson and
FFCI that should be refunded to Blue Ridge.

On Oct. 14, 2011, prior to the hearing on the Ferguson and Peak
City joint motion, the parties withdrew the motion.  Based on the
withdrawal, the Court neither heard Blue Ridge's Oct. 3, 2011
response nor addressed the issue of the $28,287.90 overpayment.

A copy of the Court's April 6, 2012 Order is available at
http://is.gd/671aPrfrom Leagle.com.

Based in Zebulon, North Carolina, Harrelson Utilities, Inc. filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No.
09-02815) on April 6, 2009.  Assets and liabilities are listed as
less than $10 million.  A Chapter 11 Plan was confirmed by order
dated April 16, 2010.


HARRISBURG, PA: Seeks Hearing on Receiver's Resignation
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that city officials at Harrisburg, Pennsylvania, called
for the state court to hold a hearing into the reasons surrounding
the resignation of the receiver two days after he called for state
and federal investigations into "possible illegal activities" in
connection with financing for the incinerator at the core of the
state capital's financial problems.  Receiver David Unkovic said
in his resignation letter that he found himself in "an untenable
position in the political and ethical crosswinds."

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HARRINGTON WEST: Bankruptcy Case Converted to Chapter 7
-------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court entered
an order converting the Harrington West Financial case from
Chapter 11 reorganization to Chapter 7 liquidation status.  The
docket entry reads, "Hearing Held re order to show cause re
conversion to Chapter 7, converted to 7."

"At a hearing held September 14, 2011, debtor's First Amended Plan
was not confirmed due to lack of creditor support. Since that
time, no new plan has been proposed, and no progress has been made
toward reorganization....It does not appear to the court that any
reorganization is in process," documents filed with the Court and
obtained by BankruptcyData.com, explained.

Harrington West Financial Group Inc. filed a voluntary petition to
liquidate its assets under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Calif. Case No. 10-14677) on Sept. 10, 2010.  The
holding company filed under Chapter 11 after its banking unit, Los
Padres Bank FSB, was taken over by regulators in August 2010.
Sharon M. Kopman, Esq., at Landau Gottfried & Berger LLP, in Los
Angeles, serves as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $579,282 in assets and $26,004,000
in liabilities.


HD SUPPLY: Completes Sale of Interest in IPVF to Shale-Inland
-------------------------------------------------------------
HD Supply, Inc., completed the previously reported sale to Shale-
Inland Holdings, LLC, of all of the issued and outstanding equity
interests in its Industrial Pipes, Valves and Fittings (IPVF)
business.

The transaction closed on March 26, 2012, resulting in $469
million of sale proceeds.  The IPVF business contributed $696
million of revenue and $61 million of Adjusted EBITDA for the
fiscal year ended Jan. 29, 2012.  Pro forma for the divestiture,
HD Supply would have had Adjusted EBITDA of $508 million for the
year ended Jan. 29, 2012.

                          About HD Supply

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

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

The Company's balance sheet at Jan. 29, 2012, showed $6.73 billion
in total assets, $7.16 billion in total liabilities, and a
$428 million total stockholders' deficit.

                           *     *     *

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

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


HD SUPPLY: Plans to Offer Senior Secured Notes
----------------------------------------------
HD Supply, Inc., intends to commence a private offering of Senior
Secured First Priority Notes due 2019 and Senior Secured Second
Priority Notes due 2020.  HD Supply also intends to concurrently
refinance its ABL credit facility and senior secured term loan
facility.  There can be no assurance that the private offering of
Notes or the other financings will be completed.

In addition to refinancing its ABL credit facility and senior
secured term loan facility, HD Supply intends to use the estimated
$1,850 million of aggregate proceeds from the sale of the First
Priority Notes and first lien term loan borrowings under new
credit facilities together with borrowings under a new ABL credit
facility, the estimated $775 million of proceeds from the sale of
the Second Priority Notes and the incurrence of other indebtedness
to refinance its 12.0% Senior Cash Pay Notes due 2014.

The Notes will be offered in a private offering exempt from the
registration requirements of the United States Securities Act of
1933, as amended.  The Notes will be offered only to qualified
institutional buyers pursuant to Rule 144A and to certain persons
outside the United States pursuant to Regulation S, each under the
Securities Act.

The Notes will not be and have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements.

                         About HD Supply

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

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

The Company's balance sheet at Jan. 29, 2012, showed $6.73 billion
in total assets, $7.16 billion in total liabilities, and a
$428 million total stockholders' deficit.

                           *     *     *

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

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


HEBB BUILDERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hebb Builders, Inc.
        P.O. Box 1093
        Littleton, MA 01460

Bankruptcy Case No.: 12-41260

Chapter 11 Petition Date: April 3, 2012

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

Judge: Melvin S. Hoffman

Debtor's Counsel: David B. Madoff, Esq.
                  MADOFF & KHOURY LLP
                  124 Washington Street - Suite 202
                  Foxboro, MA 02035
                  Tel: (508) 543-0040
                  Fax: (508) 543-0020
                  E-mail: madoff@mandkllp.com

Scheduled Assets: $372,119

Scheduled Liabilities: $5,923,463

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mab12-41260.pdf

The petition was signed by Brian E. Hebb, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Brian Hebb                             11-43863   09/13/11


HESPERIA RDA: S&P Removes 'BB+' Rating on Tax Bonds Off Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services removed the 'BB+' rating on
Hesperia Redevelopment Agency, Calif.'s series 2005B tax
allocation bonds from CreditWatch and assigned it a negative
outlook. "In addition, we affirmed the rating at 'BB+'," S&P said.

"We had previously placed the bonds on CreditWatch due
California's abolishment of redevelopment agencies and the
potential loss of access to unpledged revenues to make debt
service payments," said Standard & Poor's credit analyst Alda
Mostofi. "It is our understanding that the agency does not have
access to unpledged revenues," added Mr. Mostofi.

"Based on Assembly Bill 1X 26, the agency reports that the city
will be the successor agency. The agency also reports that it has
received its December 2011 county tax increment disbursement,
which it used for the March interest payment, and that it has
designated the remainder for the remaining year's debt service
payment. The agency has placed approximately $3.5 million on its
January to June enforceable obligation payment schedule, which
should be sufficient to meet its September principal and interest
payments on the bonds," S&P said.

"The total project area encompasses 51% of the total acreage of
Hesperia (population 75,000) in the high desert of San Bernardino
County, 35 miles north of the city of San Bernardino. Given
Hesperia's relatively limited local economy, many residents
commute south to the Inland Empire and greater San Bernardino
County area for job opportunities," S&P said.


HINSON MANAGEMENT: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hinson Management Group, Inc.
        4590 Lake Lane
        Atlanta, GA 30331-6311

Bankruptcy Case No.: 12-58962

Chapter 11 Petition Date: April 3, 2012

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

Judge: C. Ray Mullins

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

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-58962.pdf

The petition was signed by Robert DeJon Hinson, CEO.


HMC/CAH: Wants Continued Use of Cash Collateral Until Sept. 28
--------------------------------------------------------------
As previously reported by the TCR on Dec. 27, 2011, the Bankruptcy
Court, in a final order, authorized HMC/CAH Consolidated, Inc., et
al., to use cash collateral securing the Debtors' obligations to
their prepetition lenders.

The period during which the Cash Collateral Order remains
effective expired on April 6, 2012.  The Debtors seek the Court's
order extending and continuing the terms of the Cash Collateral
Order through Sept. 28, 2012.

The Debtors tell the Court that the need continues to exist, for
them to have access to the Prepetition Lenders' Cash Collateral in
order to continue their operations, meet their payroll and other
necessary, ordinary course business expenditures, administer and
preserve the value of their estates, and maintain adequate access
to cash in order to maintain customer and vendor confidence.

The Debtors believe it is in the best interest of the bankruptcy
estates and their creditors to continue the terms of the cash
collateral Order while the Debtors continue to operate in these
Chapter 11 proceedings and work towards the formulation of a plan
or plans of reorganization.  The Debtors maintain that without the
continued use of cash collateral, they will not be able to
continue their operations.

As of March 23, 2012, Gemino, First Liberty Bank, CFG, Citizens,
and Fidelity have all consented to the requested extension.  The
Debtors and Midland/HUD are continuing to discuss Midland/HUD's
consent to the relief requested in the Motion and the Debtors hope
to have received that consent in advance of the hearing.

Pursuant to the Final Order, and as adequate protection for any
diminution in value of the lenders' collateral, the Debtors will
grant the prepetition lenders:

    1. replacement liens;

    2. a superpriority administrative expense claim status;

    3. these monthly adequate protection payments:

      (i) to Gemino Healthcare Finance, L.L.C., $75,000, which was
          paid upon the entry of an Agreed Interim Order, for the
          Petition Date through the entry of the Agreed Interim
          order; and $90,000 payable on or before the 5th day of
          each month, which started on Dec. 5, 2011;

     (ii) to First Liberty Bank, $61,767 per month, which started
          on Nov. 11, 2011;

    (iii) to CFG Community Bank, $26,293 which was paid
          immediately upon the entry of the Agreed Interim Order,
          and which will continue on the first (1st) day of each
          month thereafter (starting on Dec. 1, 2011) during the
          term of the Final Order;

     (iv) to Citizens Bank, N.A., $14,766 per month on loan
          No. 23467017, which was to begin upon the entry of the
          Agreed Interim Order and $8,831 per month on Loan No.
          23467018, beginning Dec. 15, 2011, and continue on the
          15th day of each month thereafter;

      (v) to Midland Loan Services, Inc., $50,570 (principal and
          interest only; with taxes and insurance, the total
          payment is $61,824), which began on Oct. 31, 2011; and

     (vi) to Fidelity Security Life Insurance Company, et al.,
          $21,083, which will begin on Jan. 6, 2012.

The Bankruptcy Court has set May 15, 2012, as the deadline to file
proofs of claim in the Debtors' cases.

                    About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts.  The petition was signed by Dennis Davis,
chief legal officer.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
members to serve on the Official Committee of Unsecured Creditors
of HMC/CAH Consolidated, Inc.  Kilpatrick Townsend & Stockton LLP
serves as the committee's counsel.


HMC/CAH: Court Approves CliftonLarsonAllen as Tax Advisor
---------------------------------------------------------
HMC/CAH Consolidated, Inc., and its subsidiaries sought and
obtained permission from the Bankruptcy Court to employ
CliftonLarsonAllen LLP as their tax advisor nunc pro tunc to
Feb. 15, 2012.  CLA's anticipated services include, but not
limited to:

   (a) preparation of the Debtors' state and federal income tax
       returns and services related thereto; and

   (b) tax consulting services that may arise for which the
       Debtors seek CLA's consultation and advice.

To the best of Debtors' knowledge, CLA does not hold or represent
an interest adverse to their estates and is disinterested, as that
term is defined Section 101(14) of the Bankruptcy Code.  CLA
holds a prepetition claim against the Debtors in the amount of
$65,201.  However, CLA has waived its right to any payment for
prepetition services in order to avoid having an interest in
this proceeding.

The hourly rates of the professionals who will be working as the
Debtors' tax advisors will be:

     Professional                   Rate
     ------------                   ----
     Joshua Wilks - Partner         $240
     Justin Reppy - Manager         $215
     Stephen Taylor ? Senior        $165
     Various Audit Staff            $130 ? $175
     Client service assistants      $80 ? $105

Reasonable expenses will be charged as incurred.

                      About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts.  The petition was signed by Dennis Davis,
chief legal officer.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
members to serve on the Official Committee of Unsecured Creditors
of HMC/CAH Consolidated, Inc.  Kilpatrick Townsend & Stockton LLP
serves as the committee's counsel.


HMC/CAH: Wants to Borrow $61,948 from Fuduka to Buy Equipment
-------------------------------------------------------------
HMC/CAH Consolidated, Inc., and its affiliates seek permission
from the Bankruptcy Court to obtain a secured postpetition
financing for $61,948 from Fukuda Denshi USA, Inc., for the
purpose of financing the purchase of certain medical equipment.

Debtor, CAH Acquisition Company 6, LLC, d/b/a I-70 Community
Hospital seeks to purchase certain medical telemetry equipment for
use in its facility.  Medical telemetry is generally used to
monitor patient physiological parameters over a distance between a
transmitter worn by the patient and a central monitoring station.
Those systems allow for hospital personnel to constantly oversee
and record the ongoing status of patients in their hospital rooms
as well as allowing patients to move around early in their
recovery while still being monitored for adverse symptoms.
Additionally, with those devices, one health care worker can
continually monitor several patients remotely - increasing the
intensity of patient care and oversight while simultaneously
decreasing health care costs.

The loan will mature 12 months from loan inception, upon
Bankruptcy Court approval.  The interest rate is 6.5% per annum.

                      About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts.  The petition was signed by Dennis Davis,
chief legal officer.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
members to serve on the Official Committee of Unsecured Creditors
of HMC/CAH Consolidated, Inc.  Kilpatrick Townsend & Stockton LLP
serves as the committee's counsel.


HMC/CAH: Court Rejects Application for Royal Blue as Consultant
---------------------------------------------------------------
The Bankruptcy Court denied the application of HMC/CAH
Consolidated, Inc., and its affiliates to employ Royal Blue
Capital, LLC, as their capital investment consultant and sustained
the objection of the Official Committee of Unsecured Creditors.

The Debtors sought to employ RBC to, among other things:

   (a) identify the Debtors' opportunities for financial
       transactions;

   (b) advise the Debtors concerning opportunities for financial
       transactions; and

   (c) as requested in writing, participate on the Debtors' behalf
       in negotiations relating to financial transactions.

The Debtors proposed that RBC will be entitled to compensation for
capital investment consulting and advisory services rendered as
follows:

   (i) fees in such amount or amounts as agreed to, in writing, by
       RBC and the Debtors in connection with the Financial
       Transaction; and

  (ii) expenses actually incurred by RBC provided that all those
       expenses were agreed to by the Debtors in advance.

The Committee opposed the Application for failure to include a
proposed arrangement for compensation.  Moreover, the Committee
maintains, the definitions of Investment Transaction and Lending
Transaction are so broad that they might be invoked with respect
to any equipment financing or any equity investment.

                    About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq., at
Husch Blackwell Sanders LLP, represents the Debtors as counsel.
In its petition, the Debtors estimated $10 million to $50 million
in assets and debts.  The petition was signed by Dennis Davis,
chief legal officer.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
members to serve on the Official Committee of Unsecured Creditors
of HMC/CAH Consolidated, Inc.  Kilpatrick Townsend & Stockton LLP
serves as the committee's counsel.


HORIZON LINES: Delays Filing of 2011 Annual Report
--------------------------------------------------
The management of Horizon Lines, Inc., has determined that the
Company is unable to timely file its annual report on Form 10-K
for the period ended Dec. 25, 2011, without unreasonable effort or
expense, because management needs additional time to finalize and
analyze the Company's financial statements.

As previously disclosed in the Company's filings with the
Securities and Exchange Commission, on Oct. 5, 2011, the Company
completed a comprehensive $652.8 million refinancing.  The
refinancing included:

   (a) the exchange of $327.8 million in aggregate principal
       amount of the Company's 4.25% Convertible Senior Notes due
       2012 for 1.0 million shares of the Company's common stock,
       warrants to purchase 1.0 million shares of the Company's
       common stock, $178.8 million in aggregate principal amount
       of 6.00% Series A Convertible Senior Secured Notes due 2017
       and $99.3 million in aggregate principal amount of 6.00%
       Series B Mandatorily Convertible Senior Secured Notes;

   (b) the issuance of $225.0 million aggregate principal amount
      of First-Lien Notes;

  (c) the issuance of $100.0 million of Second-Lien Notes; and

  (d) the repayment of $193.8 million in existing borrowings under
      the Company's prior senior credit facility.

The Company also entered into a new $100.0 million asset-based
revolving credit facility.  The Company additionally completed a
mandatory debt to equity conversion of $49.7 million of the
Convertible Notes in January 2012.

During the third quarter of 2011, the Company began a review of
strategic alternatives for its Five Star Express service.  On
Oct. 24, 2011, the Company announced a decision to terminate the
FSX service.  The Company ceased all operations related to its FSX
service during the fourth quarter of 2011.  The entire business
component comprising the FSX service has been discontinued and
there will not be any significant future commercial cash flows
related to these operations.  As a result, the Company is required
to classify the FSX service as discontinued operations beginning
in its fiscal fourth quarter 2011 and to revise all prior periods
to conform to this presentation.

As a result of these events, additional time is required to
complete the preparation, review and analysis of the Company's
financial statements, including the accounting and tax treatment
and disclosure of the extremely complex refinancing, as well as
the discontinued operations and the multi-year reclassification of
prior year results.  The Company expects to file the Form 10-K as
soon as practicable and within the time period permitted by Rule
12b-25.

As previously noted, on Oct. 24, 2011, the Company announced that
it was discontinuing the FSX service through an orderly transition
plan that was implemented beginning on Oct. 31, 2011.  Following
termination of the FSX service, the Company discontinued the use
of five non-Jones Act qualified container vessels that are subject
to "hell or high water" charters under which the Company's
obligations are absolute and unconditional.  The aggregate annual
charter hire for the vessels is approximately $32.0 million.  For
the last several months, the Company has been exploring sub-
charter opportunities for the Vessels, and at the same time
engaging in discussions regarding a restructuring of the charters
for the Vessels in an effort to mitigate ongoing charter expense,
lay-up costs, insurance expense and maintenance costs.

On March 26, 2012, the Company and approximately 92% of the
holders of the First Lien Notes, approximately 98% of holders of
the Second Lien Notes, and approximately 100% of the holders of
the Convertible Notes, reached an agreement in principle to
restructure the Company's balance sheet. More specifically, the
Company and the noteholders have entered into one or more
restructuring support agreements that provide, among other things,
that all of the remaining $228.4 million of the Company's 6.00%
Series A and B Convertible Notes would be converted into 90% of
the Company's stock or warrants for non-U.S. citizens.  The
parties' obligations under the Support Agreement are subject to
the satisfaction of a number of conditions, including the
Company's restructuring of its charter obligations with respect to
the Vessels.  The remaining 10% of the Company's common stock
would be available in connection with the restructuring of the
charter obligations relating to the Vessels.

If certain of the transactions contemplated in the Support
Agreement, together with a restructuring of the obligations with
respect to the Vessels, are not consummated before the filing of
the 2011 Annual Report on Form 10-K to which this report relates,
management believes and anticipates that the independent auditor's
report on the Company's financial statements will express
substantial doubt about the Company's ability to continue as a
going concern.  The Company expects, and the restructuring support
agreement expressly contemplates, that all necessary aspects of
such transactions will be consummated prior to the filing of such
2011 Annual Report on Form 10-K.

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

The Company's balance sheet at Sept. 25, 2011, showed
$677.4 million in total assets, $801.7 million in total
liabilities, and a stockholders' deficit of $124.3 million.

Ernst & Young LLP, in Charlotte, North Carolina, expressed
substantial doubt Horizon Lines' ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 26, 2010.  The independent auditors noted that there is
uncertainty that Horizon Lines will remain in compliance with
certain debt covenants throughout 2011 and will be able to cure
the acceleration clause contained in the convertible notes.

"The Company believes the Oct. 5, 2011 refinancing transactions
more fully described in Note 18 to these financial statements have
resolved the concern as to compliance with debt covenants
throughout the remainder of 2011," the Company said in the filing.
"In addition, the Company believes it will be in compliance with
its debt covenants through 2012."

                            Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Horizon
Lines Inc. to 'SD' from 'CCC'.

The rating action on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period.  "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.




HORIZON RIDGE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Horizon Ridge Medical & Corporate Center, LLC
        2610 W. Horizon Ridge Pkwy
        Suite 201-G
        Henderson, NV 89052-2870

Bankruptcy Case No.: 12-13906

Chapter 11 Petition Date: April 2, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Efrem A. Rosenfeld, Esq.
                  ROSENFELD BAUMAN & FORBES
                  401 N. Buffalo Dr, #100
                  Las Vegas, NV 89145
                  Tel: (702) 386 8637
                  Fax: (702) 385 3025
                  E-mail: tsell@lawrosen.com

Scheduled Assets: $3,750,000

Scheduled Liabilities: $190,360

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb12-13906.pdf

The petition was signed by Dr. Rick Adelson, managing member.


HOSTESS BRANDS: Proposes Salary Freeze for Union Workers
--------------------------------------------------------
Julie Jargon and Mike Spector, writing for The Wall Street
Journal, reported earlier this month that Hostess Brands Inc. is
proposing a salary freeze for union workers that would save the
company $6.1 million annually by 2015, according to court
documents.  WSJ said the various sides are aiming to reach an
agreement in the next couple of weeks or so.  If they fail, they
will face off in a trial this month over whether Hostess can scrap
its labor contracts as part of its second trip through bankruptcy.

WSJ reported that the unions say Hostess failed to innovate and
pursued failing strategies.  Dennis Raymond, leader of Hostess's
Teamsters workers, in a statement, said the Teamsters want to make
sure that additional "sacrifices are not made in vain again due to
mismanagement."

During its first trip through Chapter 11, Hostess tried
restricting costs by getting labor concessions that changed how
products were delivered in some markets and reduced workers' base
pay, saving the company roughly $80 million a year.  According to
WSJ, a spokesman for Hostess said most drivers have recovered
their lost base pay "and then some because of price increases and
higher route volume."

According to WSJ, analysts say the previous changes didn't go far
enough to compete with rivals.  Hostess's work rules require
workers to deliver bread and cakes on separate trucks, adding
additional costs.  Today, selling, delivery and administrative
costs eat up 43% of Hostess's sales, compared with 36% at rival
Flowers Foods Inc., maker of Nature's Own bread and Tastykake
Krimpets, WSJ noted.

"Other companies operate lean models, investing in bakeries to
automate them" and "rely less on human labor," says Akshay
Jagdale, an analyst with KeyBanc Capital Markets, according to
WSJ.  Hostess couldn't do so, he said, because, "you can't make
investments when you're barely hanging on."

Meanwhile, on March 23, the Bankruptcy Court entered an order, at
the behest of the Bakery Drivers Local 194 Pension Fund, lifting
the automatic stay in the case to the extent necessary to permit
the Fund to serve a notice of cessation of benefit accruals to
employees of the Debtors that are Fund beneficiaries.  The Fund
withdrew portions of its request seeking to compel the Debtors'
compliance with Section 1113 of the Bankruptcy Code and for
allowance of an administrative expense claim.

On April 6, the Debtors presented a stipulation and agreed order
it entered into with the Philadelphia Bakery Employees' and Food
Driver Salesmen's Union Local No. 463 and the Teamsters' Union
Local No. 676 Pension Fund, which purports to grant the Fund
limited relief from the automatic stay solely to the extent
necessary to permit the Fund to serve a notice of cessation of
accruals of pension credits to participants covered by a
collective bargaining agreement between Teamsters Local 463 and
the Debtors because Hostess has not made contributions to the Fund
since June 2011.  The Debtors do not take a position with respect
to the lifting of the Stay for such limited purpose.

The Philadelphia Bakery Employees' and Food Driver Salesmen's
Union Local No. 463 and the Teamsters' Union Local No. 676 Pension
Fund are represented by:

          Regina C. Hertzig, Esq.
          CLEARY, JOSEM & TRIGIANI LLP
          One Liberty Place, 51st Floor
          1650 Market Street
          Philadelphia, PA 19103
          Telephone: (215) 735-9099
          Facsimile: (215) 640-3201
          E-mail: RHertzig@clearyjosem.com

                      About Hostess Brands

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

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

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

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

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

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

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


HOSTESS BRANDS: Claim Buyers Circle Bankruptcy Case
---------------------------------------------------
Sierra Liquidity Fund, LLC, TRC Master Fund LLC, ASM Capital IV,
L.P., ASM SIP, L.P., Sonar Credit Partners II, LLC, and Fulcrum
Distressed Opportunities Fund I, LP, were actively buying
unsecured trade claims held by creditors of Hostess Brands Inc.
during the past month.

Sierra's haul included portions of scheduled claims of Mincing
Overseas Spice Co. (Scheduled Amount $18,590.27); Lozier Oil
Company (Scheduled Amount $88,348.23); and Majesty Bakeries, LLC
(Scheduled Amount $35,343.85).  Sierra may be reached at:

          Sierra Liquidity Fund, LLC
          2699 White Rd., Ste 255
          Irvine, CA 92614
          Tel: 949-660-1144
          Fax: 949-660-0632
          E-mail: saugust@sierrafunds.com

Fulcrum acquired claims including those of Kendall Packaging Inc.
(Scheduled Amount $146,253.96); and Red Star Yeast Company LLC
(Scheduled Amount $228,956.74).  Fulcrum may be reached at:

          Matthew W. Hamilton
          Fulcrum Distressed Opportunities Fund I, LP
          Wells Fargo Building
          111 Congress Ave., Suite 2550
          Austin, TX 78701
          Tel: (512) 473-2771
          Fax: (512) 473-277
          E-mail: info@fulcruminv.com

TRC Master Fund bought the claim of Calise & Sons Bakery, Inc.
(Scheduled Amount $416,258.26).  It may be reached at:

          Terrel Ross
          TRC Master Fund LLC
          336 Atlantic Avenue, Suite 302
          East Rockaway, NY 11518
          E-mail: tross@trcmllc.com

ASM Capital IV bought claims including a portion of AMF Automation
Technologies LLC's (Scheduled Amount $152,756.96).  ASM SIP
acquired the claim of Markem-Imaje (Scheduled Amount $101,753.50).
ASM may be reached at:

          Adam Moskowitz
          Managing General Partner
          ASM CAPITAL
          7600 Jericho Turnpike, Suite 302
          Woodbury, NY 11797
          Tel: (516) 422-7100
          Fax: (516) 422-7118
          E-mail: info@ASMCapital.com

The buyers did not disclose the amount paid for the claims.

                      About Hostess Brands

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

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

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

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

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

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

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


HOSTESS BRANDS: Won't Disclose Details on Executives' Raises
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. won't disclose how much its
senior executives salaries were raised in contemplation of
bankruptcy.

Brian J. Driscoll, chief executive when Hostess filed bankruptcy,
saw his salary increase from $750,000 to $2.55 million in July,
the Wall Street Journal reported last week.  At the same time,
salaries of executive vice presidents were almost doubled, the
Journal said, based on a paper filed in bankruptcy court by the
official creditors' committee.

Although pertinent information in the committee's filing had been
redacted, the Journal reported that some details that were
redacted were made visible when the papers were saved to a word
processing file, revealing the committee's allegation that Hostess
"manipulated" executive salaries to "sidestep" provisions in
bankruptcy law regarding officers' compensation.

The entire pleading was later removed from the court file once the
Journal's reconstruction became known.

Dow Jones reported April 9 that Hostess' top four executives below
Mr.  Rayburn will cut their salaries to $1 until the end of the
year or when the company emerges from bankruptcy.  Four other
executives agreed to lower their salaries to prior levels, the
report said.

                      About Hostess Brands

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

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

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

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

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

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

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


ICG REAL ESTATE: Files for Chapter 11 in Detroit
------------------------------------------------
ICG Real Estate Advisors, LLC, filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 12-48896) in Detroit on April 9, 2012.

Wayne, Michigan-based ICG estimated assets of $50 million to
$100 million and debts of $10 million to $50 million.

According to the case docket, the schedules of assets and
liabilities, the statement of financial affairs and other
incomplete filings are due April 23, 2012.

The Chapter 11 Plan and the explanatory disclosure statement are
due Aug. 7, 2012.

Kenneth A. Nathan, Esq., at Nathan Zousmer, P.C., in Southfield,
Michigan, serves as counsel to the Debtor.

ICG Real Estate Advisors -- http://icgreit.com-- manages
Inheritance Capital Group, LLC, a private equity commercial real
estate firm founded in 2006 with international capabilities based
in Southfield, Michigan.

ICG Real Estate Advisors claims to be the only minority owned
enterprise in the country certified by the Minority Business
Development Council (MBDC) to buy and sell corporate sale lease
backs.  ICG Real Estate Advisors specializes in single tenant net
lease real estate nationwide.


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

"At the same time, we assigned a 'B' issue rating to the company's
proposed $220 million senior secured notes (upsized from the
previously announced $210 million) due 2017. The recovery rating
on the senior secured credit facility is '4', indicating our
expectation for average (30%-50%) recovery in the event of payment
default. The notes are to be issued under the SEC's Rule 144a
without registration rights, guaranteed by each of the company's
existing and future domestic subsidiaries, and subject to
incurrence-based covenants. The company will use net proceeds of
the notes to refinance existing indebtedness (a term loan and
mezzanine debt) of approximately $150 million and to pay a $58.5
million dividend to its financial sponsor, Castle Harlan," S&P
said.

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

"In our opinion, the company's asset protection and cash flow
metrics are weak, and its financial policy is aggressive," said
Standard & Poor's credit analyst Mark Salierno. "We expect credit
measures will improve modestly over the next 12 months, but remain
weak."

"Standard & Poor's could consider a downgrade if any threat to the
IDQ's business were to materialize and weaken operating
performance, or if the company were to engage in more aggressive
financial policy, such as large shareholder dividends. While
unlikely over the next 12 months, we could consider an upgrade if
the company were to strengthen its business profile, potentially
through diversification, while sustaining solid operating
performance," S&P said.


IMAGEWARE SYSTEMS: Incurs $3.2 Million Net Loss in 2011
-------------------------------------------------------
Imageware Systems Incorporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $3.18 million on $5.47 million of revenue in 2011,
compared with a net loss of $5.05 million on $5.81 million of
revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $10.78
million in total assets, $16.49 million in total liabilities and a
$5.71 million total shareholders' deficit.

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

                        http://is.gd/8HdpdI

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.


IMPERIAL PETROLEUM: Discloses Re-Structuring & Management Changes
-----------------------------------------------------------------
Imperial Petroleum, Inc. changes to its corporate and management
structure as follows:

   -- On April 4, 2012, the Company's wholly-owned subsidiary, e-
Biofuels, LLC filed a voluntary petition for protection from
creditors under Chapter 7 of Title 11 of the Bankruptcy Code with
the United States Bankruptcy Court for the Southern District of
Indiana under Case Number 12-03816-FJO-7A.  The e-Biofuels
subsidiary listed assets of $11,354,800.51 and liabilities of
$17,321,036.88. A trustee has been appointed by the Court to
oversee the e-Biofuels bankruptcy proceedings.

   -- On April 4, 2012, Mr. Timothy A. Jones resigned as Chief
Executive Officer and Chief Financial Officer of Imperial and all
positions with any and all of its subsidiaries, including e-
Biofuels.

   -- On April 5, 2012, Mr. Jeffrey T. Wilson was appointed as
President and Chief Executive Officer and Chief Financial Officer
of Imperial and all of its subsidiaries until the next regularly
scheduled meeting of shareholders. Mr. Greg Thagard remained as
Chairman of the Board.  The Company will move its corporate
offices to 101 NW 1st St, Suite 213, Evansville, IN 47708.

   -- On April 5, 2012, the Board of Directors approved a
resolution to hold an annual meeting of shareholders on June 20,
2012 at 2:00 pm at its corporate offices in Evansville, Indiana.

   -- On April 6, 2012, The Company's wholly-owned subsidiaries,
Arrakis Oil Recovery, LLC and Imperial Chemical Company executed a
joint venture agreement with a non-affiliated third party entity,
to complete development of the Company's initial tar sand project
in Kentucky.  Under the terms of the joint venture, our partner
will provide $750,000 in development capital to complete the
installation of facilities at the Company's site in Kentucky.  Our
partner and the Company will each own 50% of the joint venture
proceeds. The joint venture is now expected to be in production by
August 2012.

"Obviously the filing by e-Biofuels is a significant blow to the
Company's revenues on the short-term, however it will
substantially reduce the Company's overall financial liabilities
which were exacerbated by the uncertainty in the biofuels business
in recent months," said Jeffrey Wilson, President of the Company.
"I expect that the Company will have limited revenues until the
joint venture begins production which is estimated to occur in
August now.  We intend to pursue other joint venture projects to
utilize the tar sand technology for the benefit of the Company as
opportunities arise.  I trust that our shareholders will remain
supportive as we work through this process of re-structuring."

                   About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.

Weaver Martin & Samyn, LLC, in Kansas City Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and is dependent
upon obtaining debt financing for funds to meet its cash
requirements.

The Company's balance sheet at Oct. 31, 2011, showed
$20.64 million in total assets, $20.02 million in total
liabilities and $617,446 in total stockholders' equity.


INTERFUND CORPORATION: Case Summary & 20 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Interfund Corporation
        dba Gordon Financial Services, a NM Corporation
        P.O. Box 44574
        Rio Rancho, NM 87174

Bankruptcy Case No.: 12-11287

Chapter 11 Petition Date: April 2, 2012

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: Don F. Harris, Esq.
                  1120 Pennsylvania St, NE
                  Albuquerque, NM 87110
                  Tel: (505) 299-4529
                  Fax: (505) 299-4524
                  E-mail: harrislaw@comcast.net

                           - and -

                  James T. Burns, Esq.
                  ALBUQUERQUE BUSINESS LAW, P.C.
                  1803 Rio Grande Blvd NW, Suite B
                  Albuquerque, NM 87104
                  Tel: (505) 246-2878
                  Fax: (888) 235-8229
                  E-mail: james@abqbizlaw.com

Scheduled Assets: $2,313,290

Scheduled Liabilities: $2,796,706

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nmb12-11287.pdf

The petition was signed by Stuart Lamb, president.

Affiliates that filed separate Chapter 11 petitions:

                                                Petition
   Debtor                            Case No.     Date
   ------                            --------     ----
Stuart J. Lamb and Barbara Lamb      12-11289   04/02/2012


INTERNATIONAL TOBACCO: Portion of USDA Claim Entitled to Priority
-----------------------------------------------------------------
Bankruptcy Judge Alan S. Trust ruled on cross motions for summary
judgment filed by International Tobacco Partners, Ltd., and the
United States Department of Agriculture in a lawsuit involving
both parties.  Resolution of the Motions turns on three issues:

     1. Whether quarterly assessments owed by an importer of
        tobacco products, such as Debtor, under a federal program
        designed to wean U.S. tobacco growers off their dependence
        on government subsidies and price controls constitute
        excise taxes for purposes of federal law;

     2. If those assessments constitute excise taxes, when do then
        accrue; and

     3. Whether quarterly assessments that cover both pre- and
        postpetition periods are entitled to priority status under
        Bankruptcy Code Sec. 507(a)(8)(E)(ii) for the prepetition
        portion and to administrative claim status under Sec.
        503(B)(1)(B) for the postpetition portion.

Judge Trust ruled that the assessments imposed against the Debtor
constitute excise taxes that accrue quarterly; that the USDA's
claim for prepetition assessments will be treated as a priority
claim under Sec. 507(a)(8)(E)(ii) for amounts that accrued during
the three-year period prior to the filing of the Debtor's
petition, and as an unsecured claim for assessments that accrued
more than three years prior to the petition date; and that the
USDA is entitled to file an administrative claim under Sec.
503(b)(1)(B) for assessments that accrue postpetition.

"Benjamin Franklin once wrote that 'in this world nothing can be
said to be certain, except death and taxes.'  This case
demonstrates that what constitutes a tax is not always certain,"
Judge Trust said.

On July 19, 2010, USDA filed proof of claim number 3 asserting a
priority claim in the amount of $1,297,215.90 reflecting "Unpaid
Assessments due in accordance with 7 U.S.C. 518d."  Annexed to the
USDA Claim is a schedule of quarterly Assessments for each quarter
beginning with the first quarter of fiscal year 2005 and ending
with the May 31, 2010, which was the month ending prior to the
Petition Date.

On Dec. 16, 2010, the Debtor filed the complaint, which is
essentially an objection to the USDA Claim.  The lawsuit is,
International Tobacco Partners, Ltd., v. United States Department
of Agriculture and Thomas Vilsack as Secretary of the United
States Department of Agriculture, Adv. Proc. No. 10-9007 (Bankr.
E.D.N.Y.).  A copy of the Court's April 6, 2012 Memorandum Opinion
is available at http://is.gd/cWCiwUfrom Leagle.com.

Based in Great Neck, New York, International Tobacco Partners,
Ltd., which is engaged in the business of importing discount and
generic cigarettes and cigars and selling them throughout the
United States through a network of distributors, filed a Chapter
11 petition (Bankr. E.D.N.Y. Case No. 10-74894) on June 25, 2010.
Judge Alan S. Trust oversees the case.  Gary B. Sachs, Esq., at
Sachs & Associates, PLLC, serves as the Debtor's counsel.  The
Debtor scheduled assets of $975,000 and debts of $4,274,650.  The
petition was signed by Jeffrey Avo Uvezian, company's president.


JAPAN INTERNATIONAL: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Japan International Corp.
        5200 Rufe Snow Dr.
        North Richland Hills, TX 76180

Bankruptcy Case No.: 12-41978

Chapter 11 Petition Date: April 2, 2012

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

Judge: Russell F. Nelms

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

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

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb12-41978.pdf

The petition was signed by Mohammad Jawed, president.


JDB FARMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JDB Farms, LLC
        4747 US 264 East
        Greenville, NC 27834

Bankruptcy Case No.: 12-02548

Chapter 11 Petition Date: April 2, 2012

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

Judge: Randy D. Doub

Debtor's Counsel: William P. Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (866) 809-2379
                  E-mail: bill@janvierlaw.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/nceb12-02548.pdf

The petition was signed by Joseph D. Briley, Jr., member/manager.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Briley Enterprises of Greenville, Inc. 12-01290   02/20/12
J.O.C. Farms, L.L.C.                   12-01285   02/20/12
Joseph D. Briley, Jr.                  12-01284   02/20/12
Pactolus Farms, L.L.C.                 12-01291   02/20/12


JEFFERSON COUNTY: Accuses BNY Mellon of Transferring Funds
----------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that Jefferson
County, Ala., on Monday accused The Bank of New York Mellon Corp.
of improperly transferring more than $584,000 from a construction
equity account to itself, asking for a declaration that the funds
belong to the county, free of any creditors' interests.

Law360 relates that the struggling county launched the
counterclaims in response to the adversary proceeding filed by the
bank, which is indenture trustee for $3.6 billion in sewer
warrants issued by the county, claiming that it is entitled to
receive all system revenues outside operating expenses.

                   About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JEFFERSON COUNTY: Workers' Names Erased in Court Files
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, realized that filings in
bankruptcy court contained names and addresses of current and
former county workers.  In mid-afternoon on April 6, the county
filed papers in bankruptcy court in Birmingham asking the judge to
delete the workers' names and address.  Less than two hours later,
the judge signed an order directing the clerk to delete workers'
names and addresses from court filings.  The bankruptcy judge will
hold a hearing on April 16 to make the deletions permanent.

According to the report, the bankruptcy judge will begin a hearing
today, April 11, on a dispute between the county and holders of
$3.1 billion in defaulted sewer bonds about how much revenue from
the sewer system can be withheld from bondholders to fund future
costs of maintaining and upgrading the system.  There is an
interim agreement in place until May where bondholders are
receiving $5.5 million a month.  The county filed a counterclaim
to recover $585,000 from the trustee for the sewer bondholders.
The county contends the trustee improperly took money from a
construction fund to pay lawyers and expert witnesses.

                   About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


KLN STEEL: Taps Mcdermott Will to Aid in Gov't Deal Bid Protest
---------------------------------------------------------------
KLN Steel Products Company LLC, et al., ask the U.S. Bankruptcy
Court for the Western District Of Texas for permission to employ
Mcdermott Will & Emery LLP as special counsel.

As special counsel, the firm will provide the Debtors with legal
representation respecting ongoing litigation in a bid protest of a
government contract pending before the United States Court of
Federal Claims, Furniture by Thurston v. United States.

The firm represented the Debtors prior to the filing of the
Debtors' bankruptcy cases, and has been selected by the Debtors
for the proposed postpetition engagement because of its expertise
and familiarity with the Debtors.

The firm does not hold any interest adverse to the Debtors or
their respective estates.

The firm will coordinate its efforts with Debtors' general
bankruptcy counsel to prevent any duplication of effort, and
thereby aid the Debtors in effectuating an effective
reorganization.

                    About KLN Steel Products

KLN Steel Products Company LLC, Dehler Manufacturing Co. Inc., and
Furniture by Thurston manufacture and market high quality
furniture for multi-person housing facilities and packaged
services for federal government offices and dormitory facilities.
They have two manufacturing facilities.  One is in San Antonio,
Texas, which is consolidated and designed to accommodate high
volume fabrication of standard and semi-custom steel furniture and
casegoods of high quality for colleges and universities, military
quarters, and job corps centers, or wherever high quality, long
life, low maintenance furniture is essential.  The facility
includes a manufacturing facility of more than 170,000 square feet
capable of producing substantial projects on a timely basis.  The
second facility is located in Grass Valley, California, with more
than 61,000 square feet dedicated to the manufacturing of wood
furniture for military and university housing.

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Craig A. Gargotta oversees the case.  Patricia Baron
Tomasco, Esq., at Jackson Walker LLP, serves as the Debtors'
counsel.  Horwood Marcus & Berk Chartered serves as their special
counsel.  Conway MacKenzie, Inc., serves as financial advisor.
Each of the Debtors estimated assets and debts of $10 million to
$50 million.

San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011.
Judge Gargotta oversees the case, taking over from Judge H.
Christopher Mott.  Patricia Baron Tomasco, Esq., at Jackson Walker
LLP, serves as 4200 Pan Am's counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts. The
petition was signed by Edward J. Herman, manager.

4200 Pan Am sought joint administration of its case with those of
affiliates Dehler, Furniture By Thurston, and KLN.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of KLN Steel Products Company, LLC, et al., is represented
by Hall Attorneys, P.C.  The Committee tapped Navigant Consulting
(PI), LLC as its financial advisor.


KNOWLEDGE UNIVERSE: S&P Cuts Corp. Credit Rating to 'B-', on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Portland, Ore.-based Knowledge Universe Education LLC (KUE;
formerly Knowledge Learning Corp.), including its corporate credit
rating, to 'B-' from 'B+', and placed its ratings on CreditWatch
with negative implications.

"The rating action reflects weaker-than-expected performance,
rising debt leverage, and strained liquidity, resulting in its
inability to meet maximum debt leverage covenant levels of its
revolving credit facility as of Dec. 31, 2011," said Standard &
Poor's credit analyst Hal Diamond. "KUE has secured a waiver from
its bank lenders of financial covenants through June 29, 2012, and
is in the process of amending its revolving credit facility."

"In May 2011, KUE separated substantially all of its owned real
estate-related assets from its early childhood education-related
assets on a substantially tax-free basis by distributing KC Propco
Holding II LLC to an entity that is ultimately owned by the same
shareholders that own KUE. For analytical purposes, we continue to
view KUE and KC Propco Holding II LLC as one entity, given its
common ownership, operating interdependence, and linked economic
interests, including KUE's considerable operating lease
commitments to KC Propco Holding II LLC," S&P said.

"Under our base-case scenario, we expect revenues could decline at
a low-to-mid-single-digit percentage rate in 2012 and EBITDA could
drop at a high single digit pace due to less efficient absorption
of fixed overhead, which would result in an increase in lease-
adjusted debt leverage to nearly 8x," S&P said.

"Consolidated sales in the three months ended Dec. 31, 2011
declined 2%, while EBITDA fell roughly 35% as a result of lower
enrollment, declining capacity utilization, and higher general
liability insurance costs related to underlying claims activity.
The EBITDA margin contracted to 11.6% in 2011 from 13.2% in 2010
because of unfavorable absorption of fixed overhead and charges
related to closed centers. Consolidated debt to EBITDA, adjusted
for operating leases, increased to 7.1x in 2011 from 6.3x in 2010.
Lease-adjusted EBITDA coverage of interest expense declined to
1.8x in 2011 from 2.1x in 2010. Discretionary cash flow declined
15% in 2011 to roughly $45 million reflecting weaker operating
performance, though conversion of EBITDA to discretionary
cash flow remained stable at around 45% reflecting reduced
dividend payments," S&P said.

"KUE's $85 million revolving credit facility due June 2014 is used
to back up letters of credit. As of Dec. 31, 2011, letters of
credit totaled $46 million, of which $36.9 million was secured for
self-insurance collateral obligations. KUE has not borrowed under
the facility since it was put in place in June 2010. We see a risk
that KUE would need to use cash balances to support letters of
credit if it does not successfully amend the credit agreement in a
timely manner. The company had $53.9 million of cash balances as
of Dec. 31, 2011, a level we believe is barely sufficient for
near-term operating needs and collateral obligations if the
revolving credit facility is not amended," S&P said.

"KUE is the largest U.S. child care center operator, and has a
relatively small presence in workplace-based childcare centers,
which have experienced less volatility than its retail centers.
Revenue visibility is fairly limited, as clients generally pay
tuition one week in advance. Adverse effects of economic down
cycles, together with the fixed-cost structure of KUE's child care
center network, undermine revenue and earnings resilience. In our
view, still-relatively high unemployment will continue to hurt
operating performance, particularly in the first half of this
year, as a rebound in enrollment levels usually lags an economic
recovery," S&P said.

"We will consider lowering our rating on KUE again if the company
does not obtain a satisfactory amendment to its credit agreement
by mid-June. We may still lower the rating if an amendment only
provides short-term covenant relief in light of the uncertain
prospects for a turnaround in operating performance," S&P said.


LACK'S STORES: Court Confirms Reorganization Plan
-------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas, in an April 3 hearing, confirmed the First
Amended Joint Plan of Reorganization of Lack's Stores
Incorporated, et al.

The Plan is designed to accomplish three primary objectives:

   (1) the collection of Lack's Customer Notes portfolio in the
       ordinary course of business;

   (2) the sale of remaining real and personal property that is
       not necessary to the continued collection of Customer
       Notes; and

   (3) the use of proceeds from collection of Customer Notes and
       sales of the Debtors' other remaining assets to satisfy
       Claims in accordance with the Plan.

                       About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-60149) on Nov. 16, 2010 .  Katherine D.
Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H.
London, Esq., at Vinson & Elkins LLP, assist the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $100 million to $500 million.

Affiliates Lack Properties, Inc., Lack's Furniture Centers, Inc.,
and Merchandise Acceptance Corporation filed separate Chapter 11
petitions.


LOS ANGELES DODGERS: Expect to Emerge From Bankruptcy April 30
--------------------------------------------------------------
The Los Angeles Dodgers disclosed that the Dodgers and its related
debtors expect to emerge from their chapter 11 bankruptcy
reorganization cases on April 30, 2012, following the confirmation
hearing with respect to the debtors' amended Plan of
Reorganization, which is scheduled for April 13 in the United
States Bankruptcy Court, District of Delaware.

The Dodgers reported that it and the related debtors are filing
with the court, among other documents, an Amended Plan of
Reorganization, a Plan Supplement to the Amended Plan of
Reorganization, a Proposed Confirmation Order, and a Memorandum in
Support of Confirmation of the Amended Plan.

The Dodgers stated, "The amended Plan of Reorganization, among
other things, provides for the payment of all allowed claims of
creditors in full, includes a substantial distribution for
debtors' equity interest holder, and provides a solid foundation
for the long term success of Los Angeles Dodgers and its
affiliates."

The Dodgers emphasized, "The centerpiece of the Amended Plan is
the agreement by Guggenheim Baseball L.P. to pay $2 billion to
acquire the equity of the reorganized debtors.  This agreement is
the culmination of an auction process that was conducted over
several months and reflects the highest and best bid generated by
that process.  The successful auction process attracted numerous
prospective purchasers and numerous proposals, all of which
confirmed the substantial value of the Dodgers, the media rights
associated with the team, and Dodger Stadium."

                    About Los Angeles Dodgers

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

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

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

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

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

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

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

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

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


MARICOPA SOLAR: Assets to be Auctioned on April 17
--------------------------------------------------
On behalf of Maricopa Solar, LLC, Heritage Global Partners will
conduct a global webcast bulk auction of company assets, in
partnership with Hilco Industrial and BidItUp, and in
collaboration with Auction AZ.  The approval of Debtor's Motion to
engage Heritage Global Partners is currently pending in the U.S.
Bankruptcy Court for the District of Arizona.  Following approval,
the auction will be staged on Tuesday, April 17, 2012, beginning
at 9 am MT via live global webcast at http://www.hgpauction.com/
and onsite at 8475 N. 75th Ave. in Peoria, AZ.

Prior to the auction, a one-day open to the public inspection will
take place on Monday, April 16, from 9:00am -- 4:00pm MT at the
plant location in Peoria, AZ.

This bulk and piecemeal offering of Maricopa Solar will feature a
complete 1.5 MW Solar Thermal Farm to include 60 Stirling Energy
SunCatcher(TM) Solar Dish Engine Systems and related support
equipment including Switchgear and telecom assets.

"This sale is truly an exceptional opportunity for buyers to
realize a unique technology and prospect to acquire a high-quality
renewable power source," said David Barkoff, Director of Sales,
Heritage Global Partners.

As a pilot project of Stirling Energy Systems in 2010, The
Maricopa Solar Thermal Farm utilized concentrated solar power
(CSP) systems which use mirrors or lenses to concentrate a large
area of sunlight, or solar thermal energy onto a small area.

Led by auction industry pioneers Ross and Kirk Dove, Heritage
Global Partners, is one of the country's leading asset advisory
and auction services firms, which assists large and small
companies with buying and selling of assets.  A Counsel RB Capital
company, Heritage Global Partners offers asset brokerage, asset
inspection, asset valuations, industrial equipment and real estate
auctions, as well as enterprise auctions combining tangible and
intangible assets.


MELROSE CONSTRUCTION: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Melrose Construction, Inc.
        102 Valley View Street
        Glenrose, TX 76043

Bankruptcy Case No.: 12-41990

Chapter 11 Petition Date: April 2, 2012

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

Judge: D. Michael Lynn

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Ln. Ste. 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb12-41990.pdf

The petition was signed by James G. Burkhart, president.


MERIDIAN MORTGAGE: Judge Orders $140-Mil. Judgment for Founder
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. District Judge
Richard A. Jones on Friday ordered $140 million in restitution
against the bankrupt founder of Meridian Mortgage Investors, who's
been sentenced to 18 years in prison for stealing $100 million in
an investment fraud scheme.

According to Law360, Frederick Darren Berg had asked a judge for
leniency in February, saying the scheme was the result of
desperation and not intentional. Judge Jones sentenced him to 216
months in prison, and Friday's amended judgment adds the
restitution portion of the sentence.

                       About Meridian Mortgage

In November 2010, a federal grand jury in Seattle has indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be approximately $100 million.  Hundreds of
victims have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for F. Darren Berg's estate, filed on
Jan. 27, 2011 voluntary Chapter 11 petitions for Mortgage
Investors Fund I LLC (Bankr. W.D. Wash. Case No. 11-10830)
estimating assets of up to $50,000 and debts of up to $50,000,000,
and Meridian Mortgage Investors Fund III LLC (Case No. 11-10833),
estimating up to $50,000 in assets and up to $100,000,000 in
liabilities.  Michael J. Gearin, Esq., at K&L Gates LLP, in
Seattle, serves as counsel to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No. 10-
17976) on July 9, 2010.  The petitioners are represented by Jane
E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No. 10-
17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners are
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue, represent the petitioners.


MINOR FAMILY: Judge Approves Sale Protocol for Landmark Hotel
-------------------------------------------------------------
Samantha Koon at the Daily Progress reports that Judge William E.
Anderson granted a motion to approve sale procedures for the
Landmark Hotel, which was originally scheduled to be completed in
2009.

The report, citing new court documents filed last week, says
lawyers representing the hotel's various creditors have reached an
agreement as to the auction.  According to the report, Milwaukee-
based businessman Timothy J. Dixon offered to buy the Landmark
Hotel for $2.8 million earlier this year.  However, several
potential bidders have expressed interest in the property, and
threaten to outbid him at auction.  The property is currently
owned by CNET co-founder Halsey Minor's company, Minor Family
Hotels.

According to the report, the auction will be held at bankruptcy
court's scheduled meeting in the U.S. District Courthouse June 18
at 11 a.m.  Any party interested in participating in the auction
must submit an opening bid to Rich Maxwell, the attorney
representing Minor Family Hotels, by 3 p.m. on June 8.

The report notes bidders also must submit a deposit of at least
$200,000.  Losing bidders will have their deposit returned at the
end of the auction.  The top two bidders' deposits will be held
until the winning bidder closes on the property.  If the winning
bidder does not close on the property within 30 days, then the
"back-up bidder" will be bound to purchase the hotel.  Otherwise,
the back-up bidder will get his deposit back at the time of close.

The report says the auction will start using the highest qualified
bid submitted as the opening bid.  Each subsequent bid must be at
least $50,000 more than the previous. Information related to the
property was made available Monday, and will be accessible up to
the deadline to submit a bid.

The report says Judge Anderson is scheduled to hear a few last
minute matters related to the case in May.

The report adds the sale proceeds will go towards paying off the
over $17 million in liens against the property.

                       About Minor Family

Charlottesville, Virginia-based Minor Family Hotels, LLC, is the
owner of the Landmark Hotel project in downtown Charlottesville,
Virginia.  Minor Family filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Va. Case No. 10-62543) on September 1, 2010.
Benjamin Webb King, Esq., at Woods Rogers Hazlegrove, serves as
bankruptcy counsel.  Minor Family estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

Minor Family Hotels filed for Chapter 11 protection to resolve
"burdensome" lawsuits that have delayed the hotel's construction.
Eight lawsuits have been filed in connection with the project.


MOUNTAIN CITY: Secured Lender Opposes Plan Confirmation
-------------------------------------------------------
Fifth Third Bank objects to confirmation of Mountain City Meat Co.
Inc.'s Liquidating Chapter 11 Plan of Reorganization dated
Feb. 13, 2012.

Fifth Third asserts that the Plan cannot be confirmed because (i)
it is currently not feasible as required by Section 1129(a)(11) of
the Bankruptcy Code; (ii) it fails to comply with the cram-down
requirements; and (iii) it fails to comply with the applicable
provisions of the Bankruptcy Code by failing to adequately protect
its security interest and lien in the Debtors' property.

The Debtor was indebted to Fifth Third for $18.64 million as of
Aug. 11, 2011.

Counsel for Fifth Third spoke with counsel for the Debtor to
discuss the objection. Fifth Third hopes that discussions and a
potential resolution can be reached at or before the scheduled
confirmation hearing for April 16, 2012.

                      About Mountain City Meat

Denver, Colorado-based Mountain City Meat Co., Inc. --
http://www.mountaincitymeat.com/-- is one of the largest portion
control beef processors in the United States.  Through its
headquarters and manufacturing facility in Denver, and its second
manufacturing facility in Nashville, Tennessee, Mountain City
supplies high quality ground beef and portion control steak cuts
through several channels, including retail stores, chain
restaurants and broadline food service distributors.

On Aug. 9, 2011, Mountain City's board of directors appointed BGA
Management LLC d/b/a Alliance Management, through its agent, Alex
G. Smith as the company's Chief Restructuring Officer until the
need for a CRO no longer existed.  Immediately after appointing
Alliance as CRO, the Board resigned.

On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank
commenced a receivership action against the company in Denver
District Court.  At 5:00 p.m. that same day, the Denver District
Court appointed Alliance as receiver for Mountain City's personal
property and related operations.

However, minutes before the receivership order, certain putative
unsecured creditors -- Orleans International, Inc., National Beef
Packing, Inc. and XL Four Star Beef, Inc. -- commenced an
involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case
No. 11-29209) against Mountain City.  The Involuntary Chapter 7
petition was filed as a result of, among other reasons, the Debtor
(a) ordering and not paying for in excess of $2,400,000 of meat
inventory from the Petitioning Creditors; and (b) issuing checks
to the Petitioning Creditors for a portion of the inventory, which
checks were refused for payment by Fifth Third Bank.  The Debtor
sought dismissal of the Involuntary Petition on the grounds that
it was filed in bad faith because the Petitioning Creditors were
motivated solely by their desire to preserve their claims under
Section 503(b)((9) of the Bankruptcy Code to have that portion of
their claims related to goods sold to the Debtor within 20 days
prior to the filing treated as an administrative expense.

In the Involuntary Case, the Secured Lender obtained two interim
orders annulling the automatic stay to allow the receiver to keep
control of the Debtor.

Mountain City filed a voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 11-32656) on Sept. 24, 2011.  Judge Howard R.
Tallman presides over the case.  Michael J. Pankow, Esq., Daniel
J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt
Farber Schreck, LLP, represent the Debtors as counsel.  The Debtor
estimated up to $50 million in assets and debts.

Attorneys for the Petitioning Creditors are John B. Wasserman,
Esq., at Sender & Wasserman, P.C., and Howard S. Sher, Esq., and
Michele L. Walton, Esq., at Jacob & Weingarten, P.C.

Fifth Third is represented in the case by James T. Markus, Esq.,
and John F. Young, Esq., at Markus Williams Young & Zimmermann
LLC.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Harold G. Morris, Jr.,
Esq., and John C. Smiley, Esq., at Lindquist & Vennum PLLP.


NAB HOLDINGS: Moody's Assigns 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned the following first-time
ratings to the debt of NAB Holdings, LLC ("NAB", the parent
company of North American Bancard Holdings, Inc.): B1 corporate
family rating ("CFR"), B2 probability of default rating ("PDR"),
and Ba3 ratings to the $10 million revolving credit facility and
$150 million first lien term loan. The rating outlook is stable.

Ratings Rationale

NAB's B1 CFR reflects the company's relatively moderate financial
leverage (about 2.5x on a Moody's adjusted basis at closing)
compared to other companies at the same rating level, solid
recurring transaction-based revenue stream supported by multi-year
merchant contracts, and Moody's expectation of continued revenue
and profit growth of at least high single digits. The predictable
revenue stream, arising from the contracts of a diverse merchant
base with minimal customer concentration by size or vertical
industry, should lead to good cash flow generation and liquidity
given the debt level. The ratings also consider the favorable
macro environment for electronic payment processing industry as
the secular shift from cash/check payment to electronic payments
continues.

At the same time, NAB has relatively modest scale compared to
larger and financially stronger payment processors in the highly
competitive merchant acquirer space. In addition, with a focus
towards the small and medium sized business market, NAB can be
more susceptible to higher attrition rates and chargeback
liabilities during an economic downturn than with larger-scale
merchants. Moody's also believes that some of its similarly-sized
rated peers (e.g., First American Payment Systems and Mercury
Payment Systems, both rated B1) have a scaling advantage that
could support greater future profitability on similar levels of
revenue growth due to their investments in developing an in-house
hosted payment processing platform.

While Moody's ascribes "key man" risk to the sole owner and
founder, who will be receiving a substantial dividend payment
funded by the new debt, Moody's believes the proposed debt
covenants mitigate any potential leveraging risk. Specifically,
Moody's B1 rating is premised on the expectation that the
following restrictions will be included in the final credit
agreement: 1) an incremental $50 million term loan will be subject
to a 2.5x total pro forma leverage requirement (as defined in the
agreements), and 2) restricted payments baskets of $5 million and
$10 million per annum will be subject to leverage ratio thresholds
of less than 2.25x and 2.00x, respectively.

The stable outlook incorporates Moody's view that NAB will likely
benefit from an improved economic environment with the continued
resumption of consumer spending. Moody's expects the company to
generate at least high single digit revenue growth and steady cash
flow as its merchant base expands and the secular growth of
payment cards continue with a recovering U.S. economy.

The ratings could be upgraded if the company were to maintain
conservative financial policies and demonstrate a meaningful
growth in market share and free cash flow over time. A downgrade
could occur if NAB were to incur a revenue, profit, or cash flow
decline, or if the ratio of free cash flow (net of customer
acquisition costs) to debt falls below 10%.

The following ratings were assigned:

Corporate Family Rating -- B1

Probability of Default Rating -- B2

$10 million secured revolving credit facility due 2017 -- Ba3
(LGD-2, 29%)

$150 million 1st lien Term Loan due 2018 -- Ba3 (LGD-2, 29%)

The rating outlook is stable.

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

North American Bancard (NAB), with projected annual gross revenues
over $375 million, provides merchant acquiring services to small
and mid-sized business merchants located throughout the United
States.


NAB HOLDINGS: S&P Assigns Preliminary 'BB-' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
corporate credit rating to Troy, Mich.-based NAB Holdings LLC, the
indirect parent of the primary operating company North American
Bancard LLC. The outlook is stable.

"At the same time, we assigned our preliminary 'BB+' issue-level
rating and preliminary '1' recovery rating to the company's
proposed $160 million first-lien senior secured credit facility,
consisting of a $10 million revolver and $150 million term loan.
The preliminary '1' recovery rating indicates our expectation for
very high (90%-100%) recovery in the event of a payment default,"
S&P said.

"Our ratings on NAB reflect its 'weak' business risk profile due
to modest scale and market position in a highly competitive
industry, and its 'significant' financial risk profile," S&P said.

"However, the company has a strong growth trajectory," said
Standard & Poor's credit analyst Alfred Bonfantini, "supported by
good secular growth trends, consistent profitability, and positive
free cash flow."

"Founded in 1992, NAB is a U.S. merchant acquirer focused
primarily on small-to-midsized businesses (SMBs). According to the
'Nilson Report' (Issue 990, March 2012), NAB was the 30th-largest
U.S. merchant acquirer ranked on a dollar volume basis. The
company provides end-to-end payment processing services for
credit, debit, and prepaid cards, EBT, ATM, and online
transactions, along with customer service and back-office support
services, such as fraud detection, reporting, and chargeback
systems, to merchants. The majority of the company's merchant
relationships are sourced through independent sales organizations
(ISOs), but it also has a direct sales force and corporate
partnerships. The processing of merchant transactions is
outsourced to a select number of payment processors," S&P said.

NAB's services and sales channels are fairly standard among its
competitors and the company attempts to differentiate itself by
providing free point of sale (POS) terminals to merchants,
customizable Web user interfaces for merchants and ISOs, marketing
services for ISOs, and free proprietary mobile card readers and
applications (PayAnywhere/Phone Swipe). The mobile card reader
market is in its infancy and already has a formidable host of
competitors, but it is quickly becoming a fast-growing, profitable
vertical for the company.

"Although we believe that the company is a second-tier merchant
acquirer lacking significant operating scale," added Mr.
Bonfantini, "it has seen strong top-line growth (albeit from a low
base) over the past five years, with a compound annual revenue
growth rate above 25%. The company closed 2011 with gross revenue
of about $375 million. NAB has achieved its growth primarily by
focusing on increasing its ISO relationships and thus merchant
count and transaction volume, and to a lesser extent, by adding
vertical-oriented brands (Point&Pay and Humboldt merchant
services) and new products (PayAnywhere/Phone Swipe)."

"Our outlook on NAB is stable, supported by the company's strong
revenue growth trends, consistent profit margins, and positive
free operating cash flow even through the recent recession, and
leverage currently low for the rating. The company's modest
position in the highly competitive payments processing industry
and its lack of a track record of managing the business with
material amounts of debt in the capital structure limit a possible
upgrade over the near term," S&P said.

"We could lower the rating to 'B+' if leverage is sustained at or
above 4x as a result of additional debt-funded dividends or
acquisitions, or increased competition leading to higher merchant
attrition and pricing pressure and a drop in margins of over 500
basis points," S&P said.


NATIONAL HOLDINGS: Enters Into $3.3-Mil. Securities Purchase Pact
-----------------------------------------------------------------
National Holdings Corporation, on March 30, 2012, entered into a
Securities Purchase Agreement with National Securities Growth
Partners LLC, pursuant to which the Company issued and sold to the
Investor a 6% Convertible Subordinated Promissory Note in the
original principal amount of $3.3 million.

The issuance and sale of the Note was the first step of a three-
step private placement of the Company's securities.  The second
step of the private placement involved the issuance and sale to
the Investor of an additional 6% Convertible Subordinated
Promissory Note in the original principal amount of $700,000 on
April 4, 2012.  The third and final step of the private placement
will involve the issuance and sale to the Investor of an aggregate
of 120,000 shares of the Company's newly created Series E
Convertible Preferred Stock, par value $0.01 per share at a
purchase price of $50.00 per share, and a warrant to purchase an
aggregate of 12,000,000 shares of the Company's common stock, par
value $0.02 per share, at an exercise price of $0.50 per share,
for an aggregate purchase price of $6,000,000.  The Equity Sale is
expected to occur upon receipt of approval of the private
placement by the Financial Industry Regulatory Authority, Inc.

The proceeds of the First Note were used to satisfy outstanding
indebtedness held by affiliates of St. Cloud Partners, L.P.,
evidenced by the 10% senior subordinated convertible promissory
note in the principal amount of $3,000,000 issued pursuant to that
certain Purchase Agreement, dated as of March 31, 2008, by and
between the Company and St. Cloud.  The remaining proceeds and the
proceeds from the sale of the Second Note will be used for general
corporate purposes.

As part of this transaction, the Board of Directors of the Company
voted to expand the size of the Board to nine members.  Also,
Jorge A. Ortega and Paul J. Coviello resigned as directors of the
Company and Mark Klein and Robert Fagenson were named to fill
their vacancies, and Bryant Riley was named to fill the vacancy
created by the expansion of the Board.  In addition, upon payment
on March 30, 2012, of the indebtedness to St. Cloud with the
proceeds of the First Note, Kacy R. Rozelle resigned as a director
of the Company.  The Investor is entitled to appoint a fourth
director to fill the existing vacancy on the Board.  Each of these
four new directors are designated as the Investor?s nominees
pursuant to the terms of the Purchase Agreement.  In addition, the
Company agreed that the Board (recently expanded from eight
members to nine members) would remain at nine members.

A copy of the Form 8-K is available for free at:

                        http://is.gd/BvbAIl

                      About National Holdings

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

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

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

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


NATIONAL HOLDINGS: Agrees to Transfer 50% Interest in OPN to Opus
-----------------------------------------------------------------
National Holdings Corporation entered into an Agreement
Transferring Ownership of OPN Holdings, LLC, Joint Venture, by and
between Michael S. Weiss, Opus Point Partners, LLC, Opus Point
Healthcare Innovations Fund, L.P., and its Off-shore equivalent,
Opus Point Healthcare (Low Net) Fund, L.P., and its Off-shore
equivalent, and the Company, pursuant to which the Company agreed
to transfer its 50% interest in OPN Holdings, LLC, to Opus or its
designees.

Under the terms of the Unwinding Agreement the Company also agreed
to repay an outstanding $550,000 obligation due and owing to the
JV.  Furthermore, upon the Transfer of Assets, the OPN Joint
Venture Limited Liability Operating Agreement dated Jan. 14, 2011,
and the Interim Funding and Services Agreement dated Jan. 14,
2011, between the Company, National Securities Corporation, Opus,
Michael S. Weiss, Lindsay Rosenwald and their affiliated entities
were terminated.

In connection with the Unwinding Agreement, Michael S. Weiss
resigned from the Board of Directors of the Company.  In addition,
all rights and obligations described in the Stock Purchase
Agreement for Series D Preferred Stock of the Company, dated
Sept. 29, 2010, relating specifically to board representation or
observation, the Executive Management Committee and to the JV were
terminated.

The Unwinding Agreement also contained provisions relating to the
continued relationship between Opus, the Company and its
affiliated brokers.  Until the earlier of:

   (i) Opus owning less than 20% of its original equity position
       in the Company;

  (ii) two years from the date of the Unwinding Agreement;

(iii) Opus giving written notice of termination of the Veto
       Period; or

  (iv) the Company's common stock achieving a certain per share
       price, OPP will be the exclusive provider of biotech/life
       sciences, specialty pharm and medical device investment
       banking services for the Company's retail distribution
       channel, with Opus having the right to veto any private or
       public financing for a Life Sciences issuer contemplated by
       the Company or the Company's majority owned broker-dealer
       affiliates to be distributed through our retail
       distribution channel, other than offerings pursuant to
       which the Company or its affiliated broker-dealers
       participate in a syndicated offering of common stock, or
       offerings in which the issuer's sole or main business is in
       healthcare services.

In addition, during the Veto Period, the Company and Opus have
agreed on certain minimum commissions and allocations of
commissions for transactions involving an Opus investment banking
client offering through the Company's National Securities retail
network, and the Company has also agreed to cooperate and inform
Opus of Life Sciences opportunities that originate with the
Company's investment bankers, so that they may have an opportunity
to participate in any transaction.

A copy of the Agreement is available for free at:

                         http://is.gd/OVv157

                       About National Holdings

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

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

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

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


NORD RESOURCES: Nedbank Refuses to Extend Forbearance Anew
----------------------------------------------------------
Nedbank declined to extend a forbearance agreement regarding the
scheduled principal and interest payments that were due between
March 31, 2010, and Dec. 31, 2011, under Nord Resources
Corporation's $25 million secured term-loan facility.  The company
has therefore been in default of its obligations under the Credit
Agreement with Nedbank since May 14, 2010.  The outstanding
principal balance of the credit facility amounting to $23,257,826
is now included in the company's current liabilities.  As at Dec.
31, 2011, the company has reclassified $1,776,643 of senior long-
term debt to current liabilities within the consolidated balance
sheet.  The accrued interest related to the Credit Agreement of
$4,621,153 and $1,689,181 as of Dec. 31, 2011, and 2010,
respectively, is included within accrued interest on the
consolidated balance sheets.

Nedbank Capital has also declined to extend the forbearance
agreement regarding Nord's failure to make timely payments for
monthly settlements due under the copper derivatives agreements
between the parties beginning in March 2010 through Dec. 31, 2011,
in the aggregate amount of $16,106,691.  As of Dec. 31, 2011, 100%
of the related copper derivatives have matured.

In addition, in July 2010, the Company reached an agreement with
Fisher Sand & Gravel Company, the Company's mining contractor and
largest unsecured trade creditor, to convert approximately
$8.2 million of payables to a two-year unsecured note bearing
interest on the outstanding principal at the rate of 6% per annum,
which matures on July 31, 2012.

Nedbank and Nedbank Capital have not exercised their respective
rights to note the Company in default.  However, the Company's
continuation as a going concern is dependent upon its ability to
refinance the obligations under its Credit Agreement with Nedbank,
its Copper Hedge Agreement with Nedbank Capital and its note
payable to Fisher Industries, raise approximately $20 million
dollars in additional capital, and on the Company's ability to
produce copper to sell at a level where the Company becomes
profitable and generates cash flows from operations, all of which
is uncertain.

If the Company is unable to obtain financing, it expects to be
able to continue its residual leaching and solvent
extraction/electro-winning operations for the foreseeable future,
assuming that neither Nedbank nor Nedbank Capital exercises its
rights to note the Company in default, that Fisher Industries does
not exercise its rights under its promissory note when it matures
in July 2012, its vendors continue to provide the Company goods
and services in accordance with existing terms and conditions,
both copper prices and its costs remain at or near current levels,
and its copper recovery rate and copper production trends remain
consistent with the average recovery rate and production trends
that the Company has experienced for the last twelve months.

If the Company's residual leaching and solvent extraction/electro-
winning operations become economically unviable, the Company would
be forced to terminate its operations, significantly reduce its
workforce, place the Johnson Camp Mine on a care and maintenance
program, and, perhaps, sell some its assets.

If Nedbank or Nedbank Capital elect to note the Company in default
and enforce their security interests, or if Fisher Industries
elects to enforce its rights to payment upon maturity of its
unsecured note in July 2012, the Company will not be able to
continue as a going concern.

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources reported a net loss of $10.31 million on $14.48
million of net sales in 2011, compared with a net loss of $21.20
million on $28.64 million of net loss in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $56.14
million in total assets, $64.02 million in total liabilities and a
$7.88 million total stockholders' deficit.


NORTHAMPTON GENERATING: Has Until July 2 to Exclusively File Plan
-----------------------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina has extended Northampton
Generating Company, L.P.'s exclusive period to file a plan of
reorganization until July 2, 2012, and the exclusive period to
solicit acceptances of the plan until Aug. 31, 2012.

In their request for an extension, the Debtor noted that since the
Petition Date, it has focused on ensuring an orderly transition
into Chapter 11, which has included, among other things obtaining
use of cash collateral, completion of the requisite schedules of
assets and liabilities and statements of financial affairs, and
communication with parties in interest, including the Debtor?s
secured lenders and contract counterparties Metropolitan Edison
Company and PPL Electric Utilities Corporation.

Ben Hawfield, Esq., at Moore & Van Allen PLLC, the attorney for
the Debtor, said that the Debtor has been diligent in discharging
its duties as debtor-in-possession and is making progress toward a
consensual Chapter 11 plan.  During the initial period of this
Chapter 11 case, the Debtor has focused on maintaining profitable
business operations as it made the transition into Chapter 11 and
laying the groundwork to achieve the principal purpose of this
Chapter 11 case, which is a reorganization of its contracts and
obligations.  "In the two months since the Petition Date, the
Debtor has made good progress toward this central goal and is
conducting ongoing negotiations with its contract counterparties
and secured lenders," Mr. Hawfield stated.

The Debtor assured the Court that the requested extension is
relatively brief, is customary and typical in large Chapter 11
cases such as these proceedings, and will not harm creditors.  In
addition, the extension would allow additional time for the Debtor
to negotiate with PPL, the secured lenders and other creditors to
formulate a confirmable plan.

The Debtor wants to submit a proposed plan as soon as possible in
order to expedite emergence from Chapter 11.  The Debtor said that
the 90-day extension requested herein is appropriate under the
circumstances.

                  About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor estimated assets and debts of up to $500 million.  Debt
includes $73.4 million owing on senior bonds issued through the
Pennsylvania Economic Development Financing Authority.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
this case.


NORTHAMPTON GENERATING: Can Decide on Leases Until July 2
---------------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina has extended, at the behest of
Northampton Generating Company, L.P., the deadline for the Debtor
to assume or reject unexpired lease until July 2, 2012.

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor estimated assets and debts of up to $500 million.  Debt
includes $73.4 million owing on senior bonds issued through the
Pennsylvania Economic Development Financing Authority.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
this case.


NORTHCORE TECHNOLOGIES: Launches New Web Site for CHPCA
-------------------------------------------------------
Northcore Technologies Inc. announced the launch of a new customer
web presence delivered through its wholly owned subsidiary,
Envision Online Media Inc.

As previously announced Northcore has acquired Envision, an Ottawa
based software development company and Microsoft Partner.

With more than 3,500 members, Canadian Hospice Palliative Care
Association is the national voice for Hospice Palliative Care in
Canada.  Advancing and advocating for quality end-of-life/hospice
palliative care in Canada, its work includes public policy, public
education and awareness.  Through the new Web site
(www.chpca.net), CHPCA is able to connect with more than 500
hospice palliative care programs and services across Canada, as
well as tens-of-thousands of paid and non-paid staff working in
home care programs, nursing homes, free-standing hospices, and
hospitals.

"We are pleased to see such early evidence of the execution
capability of our Envision team," said Amit Monga, CEO of
Northcore Technologies.  "We expect this trend to continue as our
customer base grows and we focus on joint opportunities.
Congratulations to Todd Jamieson and his team at Envision for the
delivery of another quality product."

Further disclosure on Envision's portfolio and capabilities can be
found on their web presence located at www.Envisiononline.ca.

Northcore develops solutions to support the evolving needs of
industry and provides comprehensive platforms for the management
of capital equipment and the implementation of Social Commerce
business models.  These products are proven, effective and in use
by some of the world's most successful corporations.

Companies interested in effective software solutions should
contact Northcore at 416-640-0400 or 1-888-287-7467, extension 395
or via email at Sales@northcore.com.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of C$3.93
million for the year ended Dec. 31, 2011, compared with a loss and
comprehensive loss of C$3.03 million during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed C$2.91
million in total assets, C$415,000 in total liabilities and C$2.49
million in total shareholders' equity.


NUPATHE INC: Needs to Raise Additional Funds to Continue
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that NuPathe Inc. said it needs
to raise additional funds to continue as a going concern.  In its
annual report, filed with the Securities and Exchange Commission,
the pharmaceutical company said it believes its existing cash and
cash equivalents will be sufficient to fund its operations and
debt payments through the third quarter, according to the report.

Beyond that, the report says that NuPathe said it will need fresh
capital.

"There is no assurance that such capital will be available when
needed or on acceptable terms," the company said in the filing
obtained by the news agency.

The report notes that NuPathe said it had $23.1 million in cash as
of Dec. 31, 2011.  The report relates that the company said the
covenants of its term loan facility and the pledge of its assets
as collateral limits its ability to line up additional debt
financing.

NuPathe, based in Conshohocken, Pa., is developing drugs to treat
neurological disorders such as migraines, Parkinson's disease,
schizophrenia and bipolar disorder.


NYTEX ENERGY: Whitley Penn Raises Going Concern Doubt
-----------------------------------------------------
Nytex Energy Holdings, Inc., filed on April 5, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about Nytex Energy's ability to continue as a going concern.  The
independent auditors noted that the Company is not in compliance
with certain loan covenants related to two debt agreements.

The Company reported net income of $16.75 million on
$85.26 million of revenues for 2011, compared with a net loss of
$19.65 million on $7.87 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$81.94 million in total assets, $66.71 million in total
liabilities, and stockholders' equity of $15.23 million.

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

                       http://is.gd/Usuqqp

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.


OILSANDS QUEST: Closes Eagles Nest Asset Sale, Signs DIP Financing
------------------------------------------------------------------
Oilsands Quest Inc. closed the previously disclosed sale of the
Company's non-core Eagles Nest asset to Cavalier Energy Inc., an
unrelated third party, on March 23, 2012, for C$7.005 million.

On March 26, 2012, Oilsands Quest signed the definitive loan
agreements for the previously announced debtor-in-possession
financing in the amount of C$2.85 million.  Funds from the DIP
Facility are now available to the Company for the purposes of
funding operating costs and other expenses while proceeding with
the solicitation process.

The DIP Facility will terminate on the earlier of March 26, 2013
or the termination of the Order from the Alberta Court of Queen's
Bench providing creditor protection under the Companies' Creditors
Arrangement Act (Canada).

On March 19, 2012, Oilsands Quest received notice that the United
States District Court for the District of Colorado approved the
settlement relating to the derivative lawsuit captioned Make a
Difference Foundation, Inc. v. Hopkins, et al., # 10-cv-00498 WYD-
MJW (D. Colo.), which is substantially similar to the proposed
settlement that was disclosed on Nov. 9, 2011.

Oilsands Quest continues to operate under the protection of the
CCAA with the assistance of a Court-appointed monitor. The
Company's common shares remain halted from trading until either a
delisting occurs or until the NYSE permits the resumption of
trading.

                     About Oilsands Quest

Oilsands Quest Inc. is exploring and developing oil sands permits
and licenses, located in Saskatchewan and Alberta, and developing
Saskatchewan's first commercial oil sands discovery.


PACKAGING SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Packaging Systems LLC
        207 Mac Lane
        Keasbey, NJ 08832

Bankruptcy Case No.: 12-18864

Chapter 11 Petition Date: April 3, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Bruce J. Wisotsky, Esq.
                  Melissa A. Pena, Esq.
                  NORRIS, MCLAUGHLIN & MARCUS
                  721 Route 202-206 North
                  Bridgewater, NJ 08807
                  Tel: (908) 722-0700
                  Fax: (908) 722-0755
                  E-mail: bwisotsky@nmmlaw.com
                          mapena@nmmlaw.com

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

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/njb12-18864.pdf

The petition was signed by Robert T. Harmon, managing member.


PDQ COOLIDGE: Files for Chapter 11 in Miami
-------------------------------------------
PDQ Coolidge Formad, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-18495) in its home-town in Miami on
April 8.

According to myfloridalicense.com, the Debtor is doing business as
Peppertree Shores Apartment and has an Orange, Florida license to
operate apartments.

The Debtor estimated assets and debts of $10 million to
$50 million.  It projects that funds will be available for
distribution to unsecured creditors.


PEMCO WORLD: Has Final Approval for Sun Capital Financing
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pemco World Air Services Inc. was given final
approval for $6 million in financing provided by venture-capital
investor Sun Capital Partners Inc.

On April 4, the Bankruptcy Court approved bidding procedures that
will govern the sale of the Debtors' assets.  Sun is under
contract to make the first bid.  Sun is offering to credit bid the
pre-bankruptcy debt and financing it's providing for the Chapter
11 case.  A Sun affiliate acquired the $31.8 million senior
secured debt from Merrill Lynch Credit Products LLC and is also
the holder of a $5.6 million subordinated secured loan.  In
addition to the debt-for-ownership swap, Sun will pay ordinary-
course-of-business trade payables incurred during bankruptcy that
aren't already paid.

Competing bids are due May 23.  If bids are received, an auction
will be held May 30.  The sale hearing is set for June 1.
Objections to the sale may be filed by May 25.

               About Pemco World Air Services

Headquartered in Tampa, Florida, Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, Alabama (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a
"stalking horse" bid from an affiliate of its current owner, Sun
Aviation Services, LLC.

Young Conaway Stargatt & Taylor, LLP has been tapped as general
bankruptcy counsel; Kirkland & Ellis LLP as special counsel for
tax and employee benefits issues; AlixPartners, LLP as financial
advisor; Bayshore Partners, LLC as investment banker; and Epiq
Bankruptcy Solutions LLC as notice and claims agent.


PETER HENZE: Court Directs Appointment of Chapter 11 Trustee
------------------------------------------------------------
At the behest of Luxury Travel Holidays, LLC, Bankruptcy Judge
Alan Jaroslovsky directed the U.S. Trustee to appoint a Chapter 11
trustee to oversee the bankruptcy estate of Peter and Paula Henze.

The Court held that the Henzes' statement of financial affairs was
misleading after the Debtors failed to disclose the transfer of at
least $803,000 to their wholly owned corporation during the 11
months before bankruptcy as well as other significant transfers
during that time.  These transfers came to light during extensive
discovery conducted by Luxury Travel, the Henzes' largest
creditor.  The Henzes admit that their original statement of
affairs was false, but argue that it was due to honest confusion;
they say they confused "transfers" with "income"; since the source
of the funds was various testamentary trusts and therefore not
income, the Henzes explain that they thought they did not have to
disclose their transfers of the funds.

"The court is unable to say if the failure to complete the
statement of affairs truthfully was the result of dishonesty or
mistake. On the one hand, the Henzes have a business background
and come from families of some wealth, so they ought to have known
that a transfer had to be disclosed even if the source of the
funds was not income. On the other hand, Peter Henze appeared
somewhat befuddled while testifying in court," Judge Jaroslovsky
said.

A copy of the Court's April 6, 2012 Memorandum is available at
http://is.gd/RKbBLEfrom Leagle.com.

Peter and Paula Henze filed for Chapter 11 bankruptcy (Bankr. N.D.
Calif. Case No. 11-13543) on Sept. 26, 2011.


PHOENIX DINER: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Phoenix Diner Corp.
        200 White Horse Pike
        Absecon, NJ 08201

Bankruptcy Case No.: 12-18819

Chapter 11 Petition Date: April 3, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Anthony Sodono, III, Esq.
                  Joao Ferreira Magalhaes, Esq.
                  TRENK, DIPASQUALE, ET AL.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8600
                  E-mail: asodono@trenklawfirm.com
                          jmagalhaes@trenklawfirm.com

Scheduled Assets: $78,330

Scheduled Liabilities: $5,481,630

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb12-18819.pdf

The petition was signed by Perry Stamelos, sole shareholder.


PILGRIM PINES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pilgrim Pines L.D., LLC
        P.O. Box 1093
        Littleton, MA 01460

Bankruptcy Case No.: 12-41261

Chapter 11 Petition Date: April 3, 2012

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

Judge: Melvin S. Hoffman

Debtor's Counsel: David B. Madoff, Esq.
                  MADOFF & KHOURY LLP
                  124 Washington Street - Suite 202
                  Foxboro, MA 02035
                  Tel: (508) 543-0040
                  Fax: (508) 543-0020
                  E-mail: madoff@mandkllp.com

Scheduled Assets: $0

Scheduled Liabilities: $6,177,483

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mab12-41261.pdf

The petition was signed by Brian E. Hebb, president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Brian Hebb                             11-43863   09/13/11
Hebb Builders, Inc.                    12-41260   04/03/12


PINNACLE AIRLINES: Court Order Restricts Trading in Equity
----------------------------------------------------------
Pinnacle Airlines Corp. disclosed that the United States
Bankruptcy Court for the Southern District of New York has entered
an order that imposes substantial restrictions on trading in
equity interests in and debt claims against Pinnacle Airlines
Corp. and affiliates.  A copy of the order may be found at the
following internet address: http://dm.epiq11.com/PinnacleAirlines.
Questions regarding the order may be directed to representatives
of the debtors at the following telephone number: 212-450-4000.
The case number for the bankruptcy action is 12-11343.

Davis Polk & Wardwell LLP and Akin Gump Strauss Hauer & Feld LLP
are serving as the company's legal advisors in the restructuring.
Barclays Capital and Seabury Group LLC are serving as financial
advisors.

                 About Pinnacle Airlines Corp.

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

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

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

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.


PONCE TRUST: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------
Ponce Trust, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Florida a list of creditors holding the 20
largest unsecured claims:

  Name of creditor             Nature of claim   Amount of Claim
  ----------------             ---------------   ---------------
1300 Ponce Holdings, LLC      Lots 5 through 14,
c/o MUNB Loan Holdings, LLC   inclusive, in Block
1221 Brickell Avenue, Suite   28, Revised Plat of
1140                          Coral Gables
Miami, FL 33131               Douglas Section, as
                              recorded in Plat      $37,346,026
                              Book 25, Page 69 of  ($21,250,000
                              the Public Records    secured)

Dayco HC, LLC
8950 SW 74 Ct., #2213
Miami, FL 33156               Mezzanine Lender       $3,586,829

Infracommerce International
Ltd., BVI
c/o Arazoza &
Fernandez-Fraga
2100 Salzedo Street, #300
Miami, FL 33134               Mezzanine Lender       $3,586,829

Miami-Dade County Tax         Lots 5 through 14,
Collector                     inclusive, in Block
                              28, Revised Plat of
                              Coral Gables             $612,114
                              Douglas Section, as  ($21,250,000
                              recorded in Plat      secured)
                              Book 25, Page 69 of   (37,819,716
                              the Public Records    senior lien)

Miami-Dade County Tax         Lots 5 through 14,
Collector                     inclusive, in Block
                              28, Revised Plat of
                              Coral Gables             $473,690
                              Douglas Section, as  ($21,250,000
                              recorded in Plat      secured)
                              Book 25, Page 69 of  ($37,346,026
                              the Public Records    senior lien)

Dayco Properties, Ltd.        Loan                     $365,949

Milton Construction Company   Pre-petition Litigation  $330,942

1300 Ponce Condominium Assn,
Inc.                                                   $284,680

Merrick Trust, LLC                                     $161,983

Southern Hill Real Estate     Vendor - 90 day
                              Payables                  $98,936

Mostrenco, LLC/Lenox 359 LLC  Final Judgment
                              entered on October 5,
                              2011                      $45,071

American National Realty      Vendor - 90 day
Corp.                         Payables                  $43,867

Nationwide Management Services                          $20,625

Gerson Preston Robinson, PA   Accountant Fees            $7,500

Biscayne Engineering          Vendor - 90 day
Company, Inc.                 Payables                   $5,184

Chicago Title Ins.
Co/Commonwealth               Title Insurance            $4,125

Withers Worldwide             Vendor - 90 day
                              Payables                   $3,853

Florida Classic Closets       Vendor - 90 day
                              Payables                   $4,047

Forch & Associates            Vendor - 90 day
                              Payables                   $3,000

InStyle Window Decor          Vendor                     $3,815

                         About Ponce Trust

Ponce Trust LLC, the developer and owner of the luxury residential
condominium development known as 1300 Ponce, in Coral Gables,
Florida, filed for Chapter 11 bankruptcy (S.D. Fla. Case No. 12-
14247) on Feb. 22, 2012.  Judge Robert A. Mark presides over the
case.  Joel L. Tabas, Esq., and Mark S. Roher, Esq., at Tabas,
Freedman, Soloff, Miller & Brown, P.A., serve as the Debtor's
counsel.  In its petition, the Debtor estimated assets and debts
of $10 million to $50 million.  The petition was signed by Luis
Lamar, vice president and manager.

Ponce Trust sought Chapter 11 because of (a) the declining real
estate market, (b) its inability to reduce condominium prices in
response to changing market conditions, and (c) its inability, due
to circumstances beyond the Debtor's control, to renew, repay, or
refinance its secured mortgage debt owed to MUNB Loan Holdings,
LLC, which matured in 2011.

Prior to the Petition Date, MUNB initiated a foreclosure action
against the Property in the Circuit Court of the 11th Judicial
Circuit in and for Miami-Dade County, Florida.  On July 21, 2011,
the State Court entered an Order Appointing Receiver, which inter
alia appointed Jeremy S. Larkin as receiver.  Mr. Larkin is the
President of NAI Miami Commercial Real Estate Services, Worldwide.

1300 Ponce contains 125 residential condominium units.  As of the
bankruptcy filing date, the Debtor has a remaining inventory of
about 83 units and rented about 40 of those units.  The Debtor
intends to market the remaining Condominium Units for both sale
and rental.

The residential condominium unit is worth $19 million.  MUNB is
owed $37.3 million.

1300 Ponce Holdings LLC, assignee of MUNB, is represented by
Carlton Fields, P.A.


POTOMAC SUPPLY: Committee Wants Final Cash Use Order Amended
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Potomac Supply Corporation asks the U.S. Bankruptcy Court
for the Eastern District Virginia to amend the final order
authorizing the Debtor's use of cash collateral.

The Committee relates that immediately upon its organization and
selection of counsel on Feb. 9, 2012, the Committee and its
professionals have engaged in discussions with the Debtor and its
lender to craft a revised cash collateral order that most
reasonably balances the competing interests of the Debtor, its
secured lender, and the unsecured creditors.  While progress has
been made, an agreed upon revised order has not yet been reached.
The Committee has concerns about several issues, including, the
protections granted to the secured lender under the Final Order
well as the Debtor's proposed budget.

Further, while the Committee has had access to some information
regarding the Debtor's current operations and its "plan" to try to
operate consistent with the cash collateral order, it has not
received enough information to formulate an opinion whether the
use of cash collateral must be permitted at all.

At the hearing on Feb. 8, 2012, counsel for Potomac and Regions
orally represented to the Court the terms of an agreement
permitting the Debtor's use of cash collateral for approximately
50 days or until March 31.

In this relation, the Debtor asserted that, according to
appraisals commissioned by Regions Bank and estimates of the
Debtor, the value of its collateral subject to Regions' lien was
approximately $30,860,000.

                    About Potomac Supply Corp.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serve as the Debtor's bankruptcy counsel.
The petition was signed by William T. Carden, Jr., chief executive
officer.

LeClairRyan, A Professional Corporation is representing the
Official Committee of Unsecured Creditors.


POTOMAC SUPPLY: Court OKs Adequate Assurance Payment to Dominion
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District Virginia
approved a stipulation regarding adequate assurance of payment
under Section 366 of the Bankruptcy Code.

The stipulation was entered between Potomac Supply Corporation and
Virginia Electric and Power Company doing business as Dominion
Virginia Power.

Pursuant to the stipulation, among other things:

   -- The Debtor will provide a one-month cash deposit
of $39,085 to Dominion as adequate assurance, and send it to the
this person and address:

         Virginia Electric and Power Company d/b/a Dominion
            Virginia Power
         Attn: Sherry Ward
         P.O. Box 26666
         Richmond, VA 23261-6666

   -- If the Debtor fails to tender the deposit payment required
by the stipulation, Dominion can terminate service to the Debtor
after providing the Debtor and its counsel with notice of the
deposit payment default and five business days to cure the
default.  If the Debtor cures the Deposit payment default within
the Cure Period, Dominion cannot terminate service for the deposit
payment default.  The notices required by the paragraph will be
sent via email to:

         Jerry Hall, Esq.
         PILLSBURY WINTHROP SHAW PITTMAN LLP
         2300 N Street, NW
         Washington, DC 20037
         E-mail: jerry.hall@pillsburylaw.com

         Rich Gouldin, COO
         Potomac Supply Corporation
         1398 Kinsale Road
         Kinsale, VA 22488
         E-mail: rgouldin@potomacsupply.com

   -- the Debtor will pay all undisputed postpetition bills
received from Dominion for postpetition utility charges by the
applicable due date on the invoice, which is a due date in
accordance with applicable state laws, regulations and/or tariffs.

   -- If the Debtor no longer requires service at an account, it
will contact Dominion and request that service be terminated to
that account.  Dominion will promptly terminate service as
requested.  After all postpetition bills for that closed account
are paid in full, Dominion will promptly (i.e., within ten (10)
business days of delivery of payment by the Debtor) refund any
remaining cash Deposit on that account to the Debtor.

   -- Upon Court approval of the stipulation, the Utility Motion
will be deemed settled as to Dominion, and Dominion will be bound
by the terms of the Final Utility Order, except as provided
herein.  To the extent of any conflict between the stipulation and
the Final Utility Order, the stipulation will govern.

                    About Potomac Supply Corp.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serve as the Debtor's bankruptcy counsel.
The petition was signed by William T. Carden, Jr., chief executive
officer.

LeClairRyan, A Professional Corporation is representing the
Official Committee of Unsecured Creditors.


PREGIS CORP: S&P Withdraws 'B-' Corporate Credit Rating at Request
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Pregis Corp., including the 'B-' corporate credit rating, at the
company's request.


QUALTEQ INC: Wants Access to Cash Collateral Until June 15
----------------------------------------------------------
Qualteq, Inc., et al., ask the U.S. Bankruptcy Court for
the Northern District of Illinois to enter a revised agreed
amended final order authorizing use of cash collateral in which
Amalgamated Bank of Chicago asserts an interest.

The motion has been agreed to in form and substance by both
Amalgamated Bank of Chicago and the Official Committee of
Unsecured Creditors appointed in the Debtors' Chapter 11 cases.

The parties have agreed to revise the Amended cash collateral
order to:

   1) include an approved extended budget until June 15, 2012;

   2) memorialize ABOC's acknowledgment that its prepetition liens
do not extend to certain assets and their respective proceeds, if
any;

   3) extend the Committee's deadline with respect to the
prepetition ABOC liens on certain assets to the effective date of
any plan of reorganization that is confirmed by an order of the
Bankruptcy Court in the Chapter 11 Cases; and

   4) incorporate the terms of the amended cash collateral order

As of the Petition Date, the principal amount outstanding from the
Fulfillment Xcellence, Inc., and Versatile Card Technology, Inc.
(Cash Collateral Debtors) to ABOC was approximately $3,983,982,
plus accrued and accruing interest, fees and costs.  Also as of
the Petition Date, the total combined eligible collateral
(excluding the pledged real estate) under the Borrowing Base was
approximately $6,447,559, placing ABOC in an oversecured position.

To secure the amount outstanding, pursuant to the CSAs, the Cash
Collateral Debtors each granted ABOC a first priority security
interest in substantially all of the Cash Collateral Debtors'
assets.  To further secure the amount outstanding, FXI entered
into a Commercial Pledge Agreement pursuant to which it pledged
all of its rights and interests in two promissory notes, the first
for $150,000 from Unique Embossing Services and the second for
$970,000 from VCT.

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

                        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.

As reported in the Troubled Company Reporter on Feb. 23, 2012,
Bankruptcy Judge Kevin J. Carey in Delaware granted the request of
Bank of America, N.A., to transfer the venue of the Chapter 11
cases of Qualteq, Inc., et al., to the U.S. Bankruptcy Court for
the Northern District of Illinois.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


R & J HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: R & J Holdings, LLC
        P.O. Box 1719
        Sherman, TX 75091

Bankruptcy Case No.: 12-40861

Chapter 11 Petition Date: April 2, 2012

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Bill F. Payne, Esq.
                  THE MOORE LAW FIRM, L.L.P.
                  100 North Main Street
                  Paris, TX 75460-4222
                  Tel: (903) 784-4393 ext. 40
                  E-mail: lgarner@moorefirm.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 five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txeb12-40861.pdf

The petition was signed by Rodney L. Matejowsky, managing member.


RCC DALLAS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: RCC Dallas Transportation, Ltd.
        c/o Realty Capital Partners II Inc.
        8333 Douglas Ave., Ste 110
        Dallas, TX 75225

Bankruptcy Case No.: 12-32159

Chapter 11 Petition Date: April 2, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Robert Yaquinto, Jr., Esq.
                  SHERMAN & YAQUINTO, LLP
                  509 N. Montclair Ave.
                  Dallas, TX 75208-5498
                  Tel: (214) 942-5502
                  E-mail: ryaquinto@syllp.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 Richard A. Myers, president of Realty
Capital Partners II, Inc., Debtor's general partner.


ROG CHURCH: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: ROG Church, Inc.
        aka River of Glory Church, Inc.
        aka River of Glory
        501 Accent Dr.
        Plano, TX 75075

Bankruptcy Case No.: 12-40852

Chapter 11 Petition Date: April 2, 2012

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Bill F. Payne, Esq.
                  THE MOORE LAW FIRM, L.L.P.
                  100 North Main Street
                  Paris, TX 75460-4222
                  Tel: (903) 784-4393 ext. 40
                  E-mail: lgarner@moorefirm.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 four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txeb12-40852.pdf

The petition was signed by Scott Baker, elder.


ROOMSTORE INC: Rooms To Go Pays $2 Million for 10 Texas Stores
--------------------------------------------------------------
Larry Thomas at Furniture Today, citing court documents, reports
that Rooms To Go has agreed to pay at least $2 million for 10
Texas stores being shuttered by RoomStore Inc.

According to the report, Rooms To Go also would pay RoomStore 100%
of the value of each store's inventory, but will keep proceeds
from the sale of any of the leases and conduct going-out-of-
business sales at the stores.

The report relates, in a motion asking the court to approve the
transaction, RoomStore said the agreement with Rooms To Go
"presents the highest and best offer" for the assets of the Texas
stores.  RoomStore said it had received three other offers for the
store leases since filing for Chapter 11 bankruptcy protection on
Dec. 12, but the highest was $700,000.

The report notes the court has scheduled a hearing for 2:30 p.m.
on April 10 to rule on the proposed transaction.

The report says Rooms To Go has agreed to pay $1.7 million to
acquire RoomStore's leases on the 10 stores; an additional
$275,000 for the rights to use its name, trademarks and logo in
Texas; and another $25,000 for customer lists.  The proposed sale
agreement gives Rooms To Go the right to force RoomStore to assume
leases on seven of the stores prior to June 5, and can exercise
the same rights on the other three stores before Oct. 5.  If Rooms
To Go decides to exercise any of these rights, the retailer will
have to pay the "cure amount" of the leases, which is the amount
owed to the landlord to bring the lease payments current.

The report says if the deal is approved, it would leave RoomStore
with 28 stores -- 11 in Maryland, including a clearance center, 10
in Virginia, five in North Carolina and two in South Carolina.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROSEMARY MARSH: Dist. Court Rejects Age Discrimination Suit
-----------------------------------------------------------
District Judge Julian Abele Cook, Jr., granted motions for summary
judgment filed by defendants in the lawsuit, Rosemary Marsh, v.
Associated Estates Realty Corp. et al., Case No. 10-14120 (E.D.
Mich.).  Ms. Marsh has accused the Defendants of wrongfully
terminating her employment for reasons of age in violation of the
Age Discrimination in Employment Act, 29 U.S.C. Sec. 621 et seq.,
and the Elliott-Larsen Civil Rights Act, Mich. Comp. Laws Sec.
37.2101 et seq.  Ms. Marsh was hired as a leasing consultant by
AERC of Michigan in March 2004.  Her tenure of employment was
shortened when her employment was involuntarily terminated in
December 2007 as her performance had not met Company standards.
Ms. Marsh was 60 years old when she was initially hired, 61 years
old when she was rehired, and 63 years old when she was
terminated.  The District Court, however, held that Ms. Marsh has
not presented direct evidence of age discrimination.  A copy of
the District Court's April 5, 2012 Order is available at
http://is.gd/lnRf1rfrom Leagle.com.

Ms. Marsh filed for Chapter 11 bankruptcy in 2004.


S & Y ENTERPRISES: Court Confirms Reorganization Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York, on
March 9, 2012, confirmed S&Y Enterprises, LLC's Third Amended Plan
of Reorganization dated March 2, 2012.

According to the Disclosure Statement, the Plan proposes that in
accordance with the Amended CAB Sale Agreement, upon the Effective
Date, the Debtors will transfer the property, free and clear of
all liens and claims, to CAB Bedford in exchange for the purchase
consideration. CAB Bedford will deposit $1,000,000.00 in the
Purchase Escrow prior to the Confirmation Hearing. As
consideration for transfer of the property, upon the Effective
Date, CAB Bedford will release the purchase escrow and tender the
balance to the Debtors to be distributed pursuant to the terms of
Article VI of the Third Amended Plan.  As of the Effective Date,
pursuant to the Rejection Stipulation, CAB Bedford will be deemed
to have waived all claims arising from and in connection with the
rejection of the Original Sale Agreement.

Under the Plan, the Debtor proposes to treat claims as follows:

    * Classes 1-3.  Secured claims will be paid in full.

    * Class 4.  Priority unsecured claims will be paid in full in
cash on the Initial Distribution Date

    * Class 5.  All non-insider general unsecured claims, to the
extent allowed on the Effective Date, will be paid in full in cash
on the Initial Distribution Date.  To the extent a Class V Claim
is not allowed or constitutes a disputed claim as of the Effective
Date, an amount equal to the disputed portion of any the claim
will be held in the Disputed Claims Reserve pending resolution of
the claim.  The allowed amount of the claim will be paid in full
in cash to the holder of the claim within 10 days of entry of a
final order providing for the allowance.

    * Class 6.  All Insider general unsecured Claims will be
allowed in the amounts set forth in the Debtor's schedules and
statements on the Effective Date and will be paid in full in cash
on the Initial Distribution Date.

Upon the Effective Date, the holders of Class VII Equity Interests
will retain their interests in Reorganized S&Y.

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

  http://bankrupt.com/misc/S&Y_ENTERPRISES_ds_thirdamended.pdf

                  About S & Y Enterprises, LLC

Brooklyn, New York-based S & Y Enterprises, LLC, own and maintain
real estate.  The Company filed for Chapter 11 protection (Bankr.
E.D.N.Y. Case No. 10-50623) on Nov. 11, 2010.  David Carlebach,
Esq., who has an office in New York, assists the Debtor in its
restructuring effort.  In its amended schedules, the Company
disclosed $20.2 million in assets and $8.71 million in
liabilities.


SBA SENIOR: Moody's Assigns 'Ba2' Rating to New $200MM Term Loan
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 (LGD3-40%) rating to
the new $200 million Term Loan A due 2017 to be issued by SBA
Senior Finance II LLC (SBAF), an indirect wholly owned subsidiary
of SBA Communications Corporation ("SBAC" or "the company"). The
term loan proceeds are expected to be utilized to repay existing
outstanding revolving credit loans and for general corporate
purposes. The company is also increasing its revolver capacity to
$700 million from $500 million and is extending its maturity to
2017 as part of the financing. As part of the rating action,
Moody's changed the ratings on the senior unsecured notes at SBA
Telecommunications, Inc. (SBAT), an indirect wholly-owned
subsidiary of SBAC to B1 (LGD5-75%) from B1 (LGD4-69%). The change
is based on worsening Loss Given Default ("LGD") expectations at
the SBAT level given the new debt raised in SBAC's capital
structure that ranks above the SBAT notes and a partial prepayment
of SBAT notes from the recent equity offering. Moody's also
changed the LGD point estimates on the company's existing senior
secured facilities to Ba2(LGD3-40%) from Ba2(LGD3-37%) to reflect
the additional debt load at SBAF.

Issuer: SBA Senior Finance II, LLC

    US$200M Senior Secured Bank Credit Facility, Assigned Ba2
    - LGD3, 40%

Ratings Rationale

SBAC's Ba3 CFR reflects the company's high adjusted Debt/EBITDA
leverage relative to peers, which is due in large part to debt-
financed acquisitions, capital expenditures and increasing stock
buy-backs. The rating does consider the company's scale as well as
the stability of much of its revenues and cash flow generation,
which are predominantly derived from contractual relationships
with the largest wireless operators in the U.S. Moody's believes
that the fundamentals of the wireless tower sector are likely to
remain favorable through the next several years. SBAC's
demonstrated strong earnings and cash flow momentum enabled it to
maintain a consistent leverage profile over the last two years
even as the company continued to add new debt. Finally, the rating
reflects Moody's view that SBAC will likely remain acquisitive
over the rating horizon. Early April 2012, SBAC closed the
acquisition of Mobilitie, LLC for $1.1 billion in cash and stock.
Moody's estimates that SBA's Debt to EBITDA leverage (as per
Moody's standard adjustments) will increase slightly following the
acquisition. However, due to the equity financing component of the
transaction, other credit metrics, such as interest coverage and
cash flow to debt, remains neutral. Nevertheless, the instrument
ratings of the senior secured debt could come under pressure to
converge with the Ba3 CFR if the company issues additional senior
secured debt. On the other hand, the future revenue losses from
site decommissions by Sprint-Nextel are likely to be offset in the
near term by the firm contracts that SBAC has with the carriers
and by increasing revenue from carriers upgrading and augmenting
their cell site equipment as they upgrade to fourth generation
(4G) wireless networks.

Moody's expects SBAC to have good liquidity characterized by
approximately $75 million of cash balances at year end 2011, more
than $400 million in undrawn revolver after the proposed upsized
financing and strong operating cash flow that should be sufficient
to fund the anticipated capital expenditures, acquisitions and
ongoing stock buyback activity. Moody's also expects the company
to have ample head room in its maintenance covenants.

A significant portion of SBAC's debt resides in special purpose
securitization vehicles ("SPV"). The significant cash flow that is
generated by tower assets that are encumbered by the SPVs could
affect the ultimate recoveries for the traditional corporate
creditors. As a result, SBAC's Loss Given Default ("LGD")
framework includes the effect of the SPVs in its capital
structure, and these instruments are included in SBAC's
consolidated waterfall of debts. The new term loan is rated Ba2
(LGD3-40%) in line with the existing credit facility and one notch
higher than the CFR due to the collateral coverage of these debt
obligations. The senior unsecured notes at SBA Telecommunications,
Inc. are rated B1 (LGD5-75%). Moody's notes that while in 2011
SBAC moved about 1,200 towers out of the restricted group securing
the credit facilities, it is adding more assets to the amended
credit facility collateral pool. Moody's also note that as the
company raises more senior secured debt at the SBAF level and
repays junior debt at the parent level, it could put pressure on
the ratings of the existing senior unsecured debt and also
converge the ratings of the SBAF senior secured debt towards the
Ba3 corporate family rating.

Rating Outlook

The outlook is stable as Moody's believes that the fundamentals of
the wireless tower sector are likely to remain favorable through
the next several years and SBAC's good market position will enable
its strong earnings and cash flow momentum to enable it to be in a
position to organically delever, as it benefits from a full year's
contribution of the cash flows from the acquired towers. In
addition, the outlook reflects Moody's view that SBAC will likely
remain acquisitive over the ratings horizon, and will target
adjusted Debt/EBITDA leverage of around 8x.

What Could Change the Rating - Up

The ratings may be considered for an upgrade if SBAC delivers the
following adjusted key credit metrics on a sustained basis:
Debt/EBITDA of 7x, (EBITDA-Capex)/Interest approaching 2x, Free
Cash Flow/Debt greater than 5%.

What Could Change the Rating - Down

The ratings may face downward ratings pressure if weakening
industry fundamentals or the Company's aggressive expansion plans
result in the following adjusted key credit metrics on a sustained
basis: Debt/ EBITDA over 8.5x, (EBITDA-Capex)/ Interest coverage
remaining in the 1.0x range and Free Cash Flow/ Debt in the low
single digits on a sustained basis.

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


SEALY CORP: Reports $1.2 Million Net Income in Fiscal Q1 2012
-------------------------------------------------------------
Sealy Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.23 million on $312.29 million of net sales for the three
months ended Feb. 26, 2012, compared with a net loss of $902,000
on $305.53 million of net sales for the three months ended
Feb. 27, 2011.

The Company reported a net loss of $9.88 million for the 12 months
ended Nov. 27, 2011, and a net loss of $13.74 million during the
prior year.  The Company reported a net loss of $15.20 million
for the three months ended Nov. 27, 2011.

The Company's balance sheet at Feb. 26, 2012, showed
$936.26 million in total assets, $999.50 million in total
liabilities, and a $63.24 million total stockholders' deficit.

"We delivered positive financial and operational performance in
the first quarter of 2012," stated Larry Rogers, Sealy's President
and Chief Executive Officer.  "Our positive sales, gross margin
and Adjusted EBITDA performance for the quarter were driven by the
success of our Next Generation Stearns & Foster line, which began
shipping in Q4, 2011."

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

                        http://is.gd/hFgNDZ

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

                          *     *      *

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SEJWAD HOTELS: Has OK to Hire Michael G. Spector as Bankr. Counsel
------------------------------------------------------------------
Sejwad Hotels & Development LLC sought and obtained permission
from the U.S. Bankruptcy Court for the Central District of
California to employ The Law Offices of Michael G. Spector as
bankruptcy counsel.

The firm will, among other things, advise the Debtor with respect
to their rights, powers, duties and obligations as debtor-in-
possession in the administration of this case, the management of
their financial affairs and the management of its income and
property, for these hourly rates:

           Michael G. Spector, Attorney         $410
           Vicki L. Schennum, Attorney          $380
           Paralegal                            $100
           Law Clerk                            $100

Headquartered in Artesia, California, Sejwad Hotels & Development,
LLC, owns a retail center in Artesia Boulevard.  Its prior tenants
included Hollywood Video and Borders book store, both of which
have filed bankruptcy.  The property is vacant.  The Debtor was in
the process of redeveloping the property into a hotel/retail
property, but the redevelopment has been delayed.  In the
meantime, the Debtor defaulted on its loan to Evertrust Bank, who
had scheduled a foreclosure sale for Feb. 9, 2012.  On Feb. 8,
2012, the Debtor filed for Chapter 11 protection (Bankr. C. Calif.
Case No. 12-14521).  The petition was signed by Ashvin Patel,
managing member.  Judge Julia W. Brand presides over the case.  In
its schedules, the Debtor disclosed $13,001,015 in total assets
and $8,728,483 in total liabilities.

No Creditor's Committee has been appointed.


SIMMONS FOODS: S&P Raises Corporate Credit Rating to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Siloam,
Ark.-based Simmons Foods Inc., including its corporate credit
rating to 'CCC+' from 'CCC'. The outlook is positive. "At the same
time, we raised the issue-level rating on the company's $265
million second-lien notes due 2017 to 'CCC-' (two notches below
the corporate credit rating) from 'CC', with an unchanged recovery
rating of '6', indicating our expectations for negligible (0%-10%)
recovery in the event of a payment default. Simmons foods had
about $466 million in reported debt outstanding as of Dec. 31,
2011," S&P said.

"The upgrade reflects our belief that the company's liquidity
improved following its obtainment of an amendment that waived the
company's financial covenant defaults incurred to date, and
relaxed financial covenant schedules sufficiently to allow the
company to restore adequate covenant cushion as it steadily
improves fiscal 2012 earnings," said Standard & Poor's credit
analyst Chris Johnson.

"The positive outlook reflects our belief that EBITDA will improve
in fiscal 2012, resulting in positive cash flow generation,
further debt repayment, and improved financial covenant cushion.
We could raise the ratings if the company can sustain meaningful
EBITDA growth in its key poultry and pet food segments in the
coming quarters, and maintain adequate financial covenant cushion.
We believe this could occur if feed inflation stays at low-single-
digit rates in 2012 and poultry prices remain at current levels
(if not improve), while pet food margins return to more normalized
levels following the company's price increases. Alternatively, we
could revise the outlook to negative if EBITDA does not
substantially improve as expected in fiscal 2012 and financial
covenant cushion falls below 10% in the coming quarters. We
believe this could occur if feed cost inflation returns to 2011
levels, including corn prices approaching $7 per bushel, while
commodity poultry prices do not increase sufficiently to offset
the higher feed costs," S&P said.


SINO-FOREST CORP: Shares Delisted from Toronto Stock Exchange
-------------------------------------------------------------
Sino-Forest Corporation disclosed that the Continued Listings
Committee of the Toronto Stock Exchange has determined to delist
the Company's common shares effective at the close of market on
May 9, 2012.

The delisting was imposed due to Sino-Forest's failure to meet the
continued listing requirements of the TSX as a result of the
commencement of proceedings under the Companies' Creditors
Arrangement Act on March 30, 2012 and for failure to file on a
timely basis its interim financial statements for the three and
nine months ended Sept. 30, 2011 and its audited annual financial
statements for the year ended Dec. 31, 2011.  Sino-Forest
continues to be subject to a cease trade order of the Ontario
Securities Commission which prohibits trading in the Company's
securities.

                         About Sino-Forest

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption. The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SINO-FOREST: Ernst & Young Resigns as Auditor
---------------------------------------------
Sino-Forest Corporation disclosed that Ernst & Young LLP has
notified the Company that it has resigned as the Company's auditor
effective April 4, 2012.  In its resignation letter to the
Company, E&Y noted that the Company had not prepared December 31,
2011 consolidated financial statements for audit and that, in the
Company's March 30, 2012 filing under the Companies' Creditors
Arrangement Act, Sino-Forest said that it remained unable to
satisfactorily address outstanding issues in relation to its 2011
annual financial statements.

                         About Sino-Forest

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption. The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SINO-FOREST: Receives Enforcement Notice From OSC
-------------------------------------------------
Sino-Forest Corporation disclosed the Ontario Securities
Commission publicly stated that it had commenced an investigation
in relation to the Company.  The investigation arose out of a
"report" prepared by Muddy Waters LLC that was publicly disclosed
on June 2, 2011.

On Aug. 26, 2011, the Commission issued a temporary cease trade
order in respect of the Company's securities and in respect of
Allen Chan ("Chan"), Albert Ip ("Ip"), Alfred Hung ("Hung"),
George Ho ("Ho") and Simon Yeung ("Yeung").  The temporary cease
trade order was made after the Independent Committee of the Board
of Directors of the Company, established in response to the
allegations made by Muddy Waters, provided staff of the OSC with
documents and briefings arising from the work of the Independent
Committee and its advisors.

In recitals to the temporary cease trade order, the OSC said that
"Sino-Forest, through its subsidiaries, appears to have engaged in
significant non-arm's length transactions which may have been
contrary to Ontario securities laws and the public interest", that
"Sino-Forest and certain of its officers and directors appear to
have misrepresented some of its revenue and/or exaggerated some of
its timber holdings by providing information to the public in
documents required to be filed or furnished under Ontario
securities laws which may have been false or misleading in a
material respect contrary to section 122 or 126.2 of the [Ontario
Securities] Act and contrary to the public interest" and that
"Sino-Forest and certain of its officers and directors including
Chan appear to be engaging or participating in acts, practices or
a course of conduct related to its securities which it and/or they
know or reasonably ought to know perpetuate a fraud on any person
or company contrary to section 126.1 of the Act and contrary to
the public interest".

On Aug. 28, 2011, the Company announced that Mr. Chan had
voluntarily resigned as Chairman, Chief Executive Officer and
Director but would continue with the Company as Founding Chairman
Emeritus, a non-executive position.  The Company announced that
Judson Martin had, at the request of the Board, accepted an
appointment as Chief Executive Officer, and that he would continue
to serve as Executive Director and Vice-Chairman of the Company
and as Chief Executive Officer of Greenheart Group Limited, the
Company's controlled subsidiary listed on the Hong Kong Stock
Exchange.  The Company also announced that it had placed three
employees on administrative leave, and that a fourth senior
employee had been requested to act solely on the instructions of
Mr. Martin.  The three employees placed on administrative leave
were Messrs. Hung, Ho and Yeung.  Mr. Ip was the employee
requested to act solely on the instructions of Mr. Martin.  In
making this announcement, the Company said that these actions were
undertaken after certain information was uncovered during the
course of the review being undertaken by the Independent Committee

The temporary cease trade order made on Aug. 26, 2011 was later
extended and continues in force.  The OSC's investigation in
relation to the Company continued into 2012.  The Company believes
that it has cooperated with staff of the Commission in connection
with the investigation.

On March 30, 2012, the Company announced that Mr. Ip had resigned
from the Company for health reasons but had agreed to serve as a
consultant to Sino-Forest on a part-time basis.

On April 5, 2012 the Company received an "Enforcement Notice" from
staff of the Commission.  The Company has learned that Enforcement
Notices also were received that day by Messrs.  Chan, Ip, Hung, Ho
and Yeung, and by David Horsley, the Company's Chief Financial
Officer.  Enforcement Notices typically are issued by staff of the
Commission at or near the end of an investigation, identify issues
that have been the subject of investigation, and advise that staff
contemplate commencing formal proceedings in relation to those
issues.  Enforcement Notices afford recipients an opportunity to
make representations before a decision is taken by staff of the
Commission to commence formal proceedings.

The Enforcement Notice received by Sino-Forest alleges conduct
contrary to ss. 122 and 126.1 of the Ontario Securities Act and
contains allegations of a serious nature consistent with the
recitals to the temporary cease trade order quoted above.  The
Enforcement Notice raises conduct issues in relation to the
Company and in relation to the individuals who also received
Enforcement Notices.

The Company is considering what steps it will take, including in
relation to Company personnel, as a result of the Enforcement
Notice.

                         About Sino-Forest

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption. The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SK FOODS: District Court Moves Hearing in Collins Case to April 18
------------------------------------------------------------------
Senior District Judge Lawrence K. Karlton postponed a hearing in a
lawsuit commenced involving the Chapter 11 trustee of SK Foods,
L.P., and SSC Farms 1 LLC et al.  The hearing on the matter is
removed from the Court's regular law and motion calendar of April
9, 2012, and is now set for hearing on April 18, 2012 at 10:00
a.m.

The case is, Bradley D. Sharp, Chapter 11 Trustee, v. SSC FARMS 1,
LLC, et al., Civ. No. S-12-0775 LKK (E.D. Calif.).  Judge Karlton
held that the temporary stay previously entered in the case is
continued until further Court order.

The judge said continuance is necessitated by several factors.
First, Cary Collins and Collins and Associates seek an "emergency"
stay of a Bankruptcy Court reconsideration order that does not
compel them to do anything or to refrain from doing anything; it
simply denies their motion for reconsideration.  This has forced
the District Court, and the Chapter 11 Trustee in his opposition,
to guess about which order Cary Collins and Collins and Associates
actually want stayed.

Cary Collins and Collins and Associates have failed to submit to
the District Court the bankruptcy court order denying their motion
for a stay pending appeal (or even to make reference to it), the
final reconsideration order itself (including instead a string of
seven "Tentative Rulings" and continuation orders in its appeal
papers), the order on which reconsideration was denied, the order
of contempt (which is the predicate for the "emergency"), or any
other relevant orders or documents, thus forcing the District
Court to pore over 679 docket entries from the Bankruptcy Court in
search of the relevant orders and documents.

The failure of the asserted holder of the privilege at stake in
the case -- that is, the defendants -- to participate in the
motion that purports to seek "emergency" protection for its own
attorney-client privilege, adds an additional level of uncertainty
to the determination of this matter.  In addition, this absence
leads the District Court to wonder if Cary Collins and Collins and
Associates and the defendants plan a continuation of the "tag
team" delay tactics the Bankruptcy Court found they had engaged in
prior to this appeal, and which so exasperated the Bankruptcy
Court.

A copy of Judge Karlton's April 4, 2012 Order is available at
http://is.gd/NFqhPafrom 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.


SOLAR TRUST: Plans to Hold Auction on April 30
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solar Millennium Inc. has filed proposed auction
procedures to sell the assets. Although no buyer is under
contract, the company has said that an affiliate of NextEra Energy
Inc. is a prospective buyer.  Proposed sale procedures would
permit NextEra to pay for the assets in exchange for debt
financing the bankruptcy.  If the bankruptcy court agrees with the
timetable at an April 20 hearing, bids would be due on April 27,
followed by an auction on April 30 and a May 2 hearing for
approval of the sale.

NextEra agreed to finance the bankruptcy reorganization with a
$3.9 million term loan and an $18.4 million letter of credit
facility.  The NextEra financing requires approval of the sale by
May 4.  NextEra is parent of Florida Power & Light Co.

According to the report, Solar also filed papers last week for
approval of a $1.5 million bonus program for nine company
executives.  The bonuses would be earned if the assets are sold
for enough to pay off the Chapter 11 financing and other expenses
of the bankruptcy.  The request for approval of the bonus program
is also on the court's calendar for April 20.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.


SOLAR TRUST: No Taxpayer Funds Loaned
-------------------------------------
Solar Trust of America, in a press release announcing its
bankruptcy filing, clarified that contrary to inaccurate media
reports, no taxpayer funds were loaned to Solar Trust.  The
company withdrew from the Department of Energy's Loan Guarantee
Program in August 2011 foregoing any government funding for the
Blythe Solar Power Project.

Solar Trust said the Bankruptcy Court has approved an interim
funding facility to ensure an orderly and comprehensive sale of
the Debtors' assets.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.


ST CATHERINE'S HOSPITAL: Files for Chapter 11 Bankruptcy
--------------------------------------------------------
John E. Usalis at republicanherald.com reports that Saint
Catherine's Hospital of Pennsylvania LCC, which owns Saint
Catherine Medical Center Fountain Springs, filed for relief under
Chapter 11 of the U.S. Bankruptcy Code on April 9, 2012.

According to the report, attorney William G. Schwab has been
appointed by the U.S. Trustee to be the Chapter 11 trustee of the
medical center and will be actively taking charge of the hospital
facilities as soon as possible.  A Chapter 11 trustee is an
independent person appointed by the government to run and
reorganize failing businesses in an effort to rehabilitate them
for the benefit of their creditors.

The report relates Mr. Schwab said the federal court was expected
to appoint a health care ombudsman on April 9.  He explained the
ombudsman is appointed to protect patient rights and records.  Mr.
Schwab said future steps will be determined after what is found in
his investigation what can be done to turn the situation around if
it can be done.

According to the report, Mr. Schwab said that as part of his
appointment, he would also handle inquiries if an outside party
would show interest in purchasing the facility.

According to the report, Jennifer M. Pisarchick, administrative
director, Strategic Planning and Marketing at Saint Catherine's,
said all inquiries into the bankruptcy filing should be directed
to Mr. Schwab in the future.


STAR BUFFET: Files Full-Payment Reorganization Plan
---------------------------------------------------
Star Buffet, Inc. disclosed that on March 26, 2012, the Company
and its wholly-owned Summit Family Restaurants Inc. subsidiary
filed a with the Bankruptcy Court a proposed Joint Plan of
Reorganization  and related Disclosure Statement in accordance
with the Bankruptcy Code.  The Plan represents a important step in
the Company's efforts to emerge from Chapter 11.

According to Bloomberg News, Star Buffet scheduled a May 10
hearing for approval of a disclosure statement explaining the
Plan.

The Plan, the report relates, is designed to pay all creditors in
full with interest over periods ranging from four to seven years.
Payments required when the plan is approved will be made
with a $300,000 secured loan from the company's chief executive
who has about 45 percent of the stock.

Bloomberg relates that projections attached to the disclosure
statement show revenue of $39 million and a $1.5 million net
profit in fiscal 2013, growing to a $2.2 million net profit on $40
million revenue in fiscal 2016.  The latest financial statements
for 28 weeks ended in August 2010 show a net loss of $1.3 million
on revenue of $33.4 million.  The operating loss for the period
was $1.6 million.  For the fiscal year ended in January 2010, the
net loss was $2 million on revenue of $78 million.

Bankruptcy law does not permit solicitation of acceptances of a
plan of reorganization until the Bankruptcy Court approves the
related Disclosure Statement.

The Plan will become effective only if, among other requirements,
it receives the requisite votes in favor of acceptance and is
confirmed by the Bankruptcy Court.  There can be no assurance
that: (a) the Court will approve the Disclosure Statement, (b)
those entitled to vote on the Plan will accept it, or (c) that the
Court will confirm it.

                          About Star Buffet

Based in Arizona, Star Buffet, Inc. filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-27518) on Sept. 28, 2011.
Judge George B. Nielsen Jr. presides over the case.  S. Cary
Forrester, Esq., at Forrester & Worth, PLLC, represents the
Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.

None of the Company's subsidiaries were included in the bankruptcy
filing except for Summit Family Restaurants, Inc.


STATE FAIR OF VIRGINIA: Case Converted to Chapter 7
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
converted the Chapter 11 case of The State Fair of Virginia, Inc.,
to a case under Chapter 7 of the Bankruptcy Code.

The Debtor's authorization to use cash collateral terminated on
March 7, 2012, and was not permitted to make further use or
consumption of cash collateral.  As a result, the Debtor's
operation has ceased.

As reported by the TCR on March 23, 2012, Lynn Tavenner, Esq., at
Tavenner & Beran PLC, has been named interim trustee for the SFVA
Inc. bankruptcy case.  Ms. Tavenner is charged with overseeing the
liquidation of assets and working out how much various creditors
will be paid.

                   About State Fair of Virginia

State Fair of Virginia Inc. -- http://www.statefair.com/-- owns
and operates a state fairgrounds facility known as the "The Meadow
Event Park" located in Doswell, Caroline County, Virginia.  SFVA
filed for Chapter 11 bankruptcy (Bank. E.D. Va. Case No. 11-37588)
on Dec. 1, 2011.  Jonathan L. Hauser, Esq., at Troutman Sanders
LLP, served as the Debtor's counsel.

The Debtor estimated assets of $10 million to $50 million and
estimated debts of $50 million to $100 million.  Curry A. Roberts
signed the Petition as president.

The U.S. Trustee for Region 4 appointed five unsecured creditors
to serve on the Official Committee of Unsecured Creditors of State
Fair of Virginia Inc.

At the onset of the case, SFVA officials said they hope to emerge
on a better financial footing and to do so within 60 days to 90
days.


STRATEGIC AMERICAN: Now Known as "Duma Energy Corp."
----------------------------------------------------
Strategic American Oil Corporation effected a name change on the
OTC Bulletin Board to Duma Energy Corp. effective April 4, 2012,

This name change was effective under Nevada corporate law as of
April 4, 2012, pursuant to Articles of Merger that were previously
filed with the Nevada Secretary of State on March 23, 2012.
Pursuant to such Articles of Merger, the Company merged with its
wholly-owned subsidiary, Duma Energy Corp.  The merger is in the
form of a parent/subsidiary merger, with the Company as the
surviving corporation.  In accordance with Section 92A.180 of the
Nevada Revised Statutes, shareholder approval of the merger/name
change was not required.  The Articles of Merger provided that,
upon completion of the merger effective on April 4, 2012, the
Company's Articles of Incorporation would be amended as of that
date to change the Company's name to "Duma Energy Corp."

Also effective April 4, 2012, the Company effected a reverse stock
split of its authorized and issued and outstanding shares of
common stock on a one new share for twenty-five old share basis
(1:25).  As a result of the Reverse Split, the Company's
authorized share capital decreased from 500,000,000 shares of
common stock to 20,000,000 shares of common stock and
correspondingly, the Company's issued and outstanding share
capital decreased from 269,742,986 shares of common stock to
10,789,712 shares of common stock.

The Reverse Split became effective with the OTC Bulletin Board at
the opening for trading on April 4, 2012, under the stock symbol
"SCGAD", and the "D" in the Company's symbol (which signifies a
stock split) will be removed 20 business days from April 4, 2012.
The Company's new CUSIP number is 264567108.

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed $24.35
million in total assets, $11.59 million in total liabilities and
$12.75 million in total stockholders' equity.

The Company reported a net loss of $4.49 million on $3.40 million
of revenue for the six months ended Jan. 31, 2012, compared with a
net loss of $1.62 million on $229,100 of revenue for the same
period a year ago.


T-L BRYWOOD: Gets Interim Okay to Use Private Bank Cash
-------------------------------------------------------
T-L Brywood LLC obtained interim authorization from the Hon.
Donald R. Cassling of the U.S. Bankruptcy Court for the Northern
District of Illinois to use cash collateral during the period
March 20, 2012, through April 30, 2012.

As reported by the Troubled Company Reporter on March 20, 2012,
the Debtor sought authorization to use certain cash and cash
equivalents that allegedly serve as collateral for mortgage claims
asserted against the Debtor and its property by The PrivateBank
and Trust Company.  The cash collateral relate to rents generated
at the Debtor's commercial shopping center and the funds on
deposit in accounts maintained by the Debtor.  The Lender asserts
a senior position mortgage lien and claim against the property
which purportedly secures a senior mortgage debt of $11,800,000.
In addition to its mortgage liens on the property, the Lender
asserts a security interest in and lien upon the rents being
generated at the property.

In return for the Debtor's continued interim cash collateral use,
The Lender is granted adequate protection for its purported
secured interests.  The Lender can inspect, upon reasonable
notice, the Debtor's books and records.  The Debtor will maintain
and pay premiums for insurance to cover all of its assets from
fire, theft and water damage.  The Debtor will, upon reasonable
request, make available to the Lender evidence of that which
constitutes its collateral or proceeds.  The Debtor will reserve
sufficient funds for the payment of current real estate taxes
relating to the property.  The Debtor will properly maintain the
properties in good repair and properly manage the property.  The
Lender will be granted valid, perfected, enforceable security
interests in and to the Debtor's post-petition assets, including
all proceeds and products which are now or hereafter become
property of the estate to the extent and priority of its alleged
pre-petition liens, if valid, but only to the extent of any
diminution in the value of the assets during the period from the
commencement of the Debtor's Chapter 11 case through April 30.

A final hearing on the Debtor's request for cash collateral use
will be held on April 24, 2012, at 10:00 a.m.

                         About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12 , 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Richard Dube, president of
Tri-Land Properties, Inc., manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


TAXMASTERS INC: Moving to Trustee or Chapter 7 Liquidation
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TaxMasters Inc. may have its Chapter 11
reorganization taken over by a trustee, or the case may be
converted to liquidation in Chapter 7 where a trustee is also
appointed.  The U.S. Trustee in Houston, where the case is
pending, filed papers last week for appointment of a trustee.

The U.S. Trustee said a bankruptcy trustee is proper because the
company has been shown by a jury to have committed "actual fraud
and dishonesty."  In papers filed in state court, TaxMasters said
it expects the Chapter 11 case to be converted to Chapter 7.

The hearing in bankruptcy court for appointment of a Chapter 11
trustee or conversion to Chapter 7 will take place April 20.

                      About TaxMasters Inc.

TaxMasters filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
12-32064) in Houston.  Johnie J. Patterson, Esq., at Walker &
Patterson, P.C., in Houston, serves as counsel.  The Debtor
estimated up to $50,000 in assets and up to $10 million in
liabilities.

On March 30, 2012, a state-court jury assessed a $195 million
judgment against the Debtor and Patrick Cox at the behest of the
state attorney general. The jury found 110,000 violations, calling
for $113 million in restitution, $81 million in civil penalties,
and $1 million for attorneys' fees.  The attorney general said
TaxMasters "misled and defrauded their customers."


TAYLOR BEAN: Creditors' Objections Missed Deadline, Judge Says
--------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the Florida
judge overseeing Taylor, Bean & Whitaker Mortgage Corp.'s
bankruptcy said Friday that the almost $16 million settlement
between Taylor Bean's plan trust and Sovereign Bank could go
forward over the objection of creditors because they had missed
the deadline to file objections.

Law360 relates that ten individual creditors, representing
themselves pro se, had filed objections March 22, following a
March 9 settlement hearing and approval of the settlement on March
12, when U.S. Bankruptcy Judge Jerry A. Funk said it was too late
for their objections.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TRENDMARK HOMES: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Trendmark Homes, Inc.
        1544 Bluebird Way
        Cumming, GA 30041

Bankruptcy Case No.: 12-21256

Chapter 11 Petition Date: April 2, 2012

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

Judge: Robert Brizendine

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, N.E.
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108
                  E-mail: geeslingm@aol.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 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-21256.pdf

The petition was signed by Gerald Rose, president.


TRIBUNE CO: Plan Confirmation Hearing Delayed to June 7
-------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware entered on April 5, 2012, a supplemental
scheduling order relating to the resolution of the allocation
disputes and the confirmation of the Third Amended Joint Plan of
Reorganization of Tribune Company and its debtor affiliates.

On March 30, 2012, the Court convened a status conference to
address resolution of the Allocation Disputes and scheduling with
respect to the Third Amended DCL Plan.  At the conclusion of the
status conference, the Court asked the parties to confer and
revise the pending scheduling orders relating to plan
confirmation.

The parties then submitted to the Court a stipulated proposed
supplemental scheduling order.  The Court signed the proposed
order on April 5, 2012.

The Court-approved revised deadlines are:

  * April 16, 2012        -- Hearing on the Solicitation
                             Procedures Motion and Supplemental
                             Disclosure Document.

  * May 21, 2012          -- Voting Deadline.

  * May 21, 2012          -- Deadline to object to confirmation
                             of the DCL Plan.

  * June 1, 2012          -- Deadline to file briefs in support
                             of confirmation of the DCL Plan and
                             to file replies to confirmation
                             objections.  Any affidavit or
                             declaration in support of the DCL
                             Plan will also be submitted on or
                             before June 1.

                             It also the deadline to file a
                             joint pre-trial memorandum.

  * June 7, 2012          -- Hearing on confirmation of the
                             Third Amended DCL Plan.

                             If necessary, the Confirmation
                             Hearing will continue on
                             June 8, 2012 and June 11, 2012.

The supplemental order also governs the conduct and scheduling of
fact discovery, expert discovery and submission of trial exhibits
the parties are offering at the Confirmation Hearing.

All other provisions of the Scheduling Order and Supplemental
Scheduling Order pertaining to prior events remain in full force
and effect.

A full-text copy of the supplemental order is available for free
at http://bankrupt.com/misc/Tribune_Apr5SchedulingOrder.pdf

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Court Enters Ruling on Allocation Disputes Under Plan
-----------------------------------------------------------------
Bankruptcy Judge Kevin Carey entered on April 9, 2012, a decision
regarding allocation disputes under Tribune Co.'s Third Amended
DCL Plan.

The Third Amended Plan includes an Allocation Dispute Protocol,
which proposes to establish reserves for distributions to holders
of allowed claims in certain classes that would be impacted by
unresolved disputes regarding inter-creditor priorities,
particularly with respect to the PHONES Notes and the EGI-TRB LLC
Notes.

With respect to PHONES Notes issues (subject to, conditioned
upon, and for the purpose of obtaining confirmation of a
Chapter 11 Plan substantially in the form of the Third Amended
Plan), Judge Carey concluded:

  (1) The subordination provisions in the PHONES Indenture are
      applicable to distributions of the Settlement Proceeds and
      the Creditors' Trust proceeds;

  (2) The claim amount for the PHONES Noteholders should be
      $759,252,932, known as the low PHONES Amount;

  (3) The Third Amended Plan's equal treatment of the Senior
      Noteholders and the Other Parent Claims does not amount to
      unfair discrimination under Section 11129(b) of the
      Bankruptcy Code;

  (4) The EGI-TRB Notes are junior in priority to the PHONES
      Notes; and

  (5) The beneficiaries of the PHONES Indenture subordination
      provisions are not entitled to receive postpetition
      interest prior to the PHONES Noteholders receiving payment
      of their claims.

As to the EGI Notes issues, Judge Carey concluded:

  (1) The subordination provisions in the EGI Subordination
      Agreement are applicable to (i) a distribution of
      Creditors' Trust proceeds; and

  (2) The issue of whether beneficiaries of the subordination
      provisions in the EGI Subordination Agreement are entitled
      to postpetition prior to payment of the EGI Notes is not
      ripe for determination.

Judge Carey maintained that the Court has jurisdiction to
consider the Allocation Disputes.  "The matters before me do not
implicate application of the PHONES Notes' subordination
provisions as to the Litigation Trust proceeds; instead the
issues before me require consideration of the applicability of
the PHONES subordination provisions to other distributions.  The
Allocation Disputes do not seek to modify the Reconsideration
Decision and my decision on these disputes will not change the
Reconsideration Decision," Judge Carey elaborated.

Judge Carey determined that the subordination provisions applied
to a distribution of the Litigation Proceeds based upon, among
other things, the unqualified subordination language of Section
14.02(A) of the PHONES Indenture, the application of
subordination provisions to all sources of "payment" in Section
14.02(B), and the catch-all language of the pay-over obligation
in the paragraph following Section 14.02(B).

A review of the Revised Exchange Procedures also provides that
there is only one delivery of the PHONES Notes -- at the
beginning of the process when the Exchange Notice is given, Judge
Carey found.  Rescission is not appropriate when the Tendering
Noteholders have an adequate remedy in law for Tribune's breach
of contract: a claim for the amount the Tendering Noteholders
were entitled to receive if Tribune had complied with the
Exchange Notices, Judge Carey determined.

The presumption of unfair discrimination does not arise unless
the plan's treatment of two classes results in "a materially
lower percentage recovery for the dissenting class" or an
allocation of "materially greater risk to the dissenting class,"
Judge Carey explained.  The proposed distributions in the Third
Amended Plan will result in a decrease to the Senior Noteholders'
percentage of recovery of less than 4%, Judge Carey noted.  When
viewed in terms of a decrease in amount, the decrease in amount
of the Senior Noteholders' initial distribution recovery, caused
by the forced sharing of the Disputed Allocation, is 6.5%.  "The
discriminatory effect on the dissenting class is immaterial and,
therefore, no rebuttable presumption of unfair discrimination
arises here," Judge Carey opined.

"The overall purpose of the Subordination Agreement is to ensure
that the EGI Notes are at the bottom of Tribune's capital
structure," Judge Carey held.  EGI's argument that the phrases
"of the Company" or "by the Company" should be read as limiting
the scope of the Subordination Agreement to reach the Avoidance
Proceeds is inconsistent with those provisions and the agreement
as a whole and must be rejected, according to the bankruptcy
judge.

"At this point in Tribune's case, it is far from certain whether
senior noteholders, including the PHONES Noteholders will be paid
in full," Judge Carey said.  In conjunction, Judge Carey
determined that, at this time, the senior noteholders have not
demonstrated any entitlement to recover postpetition interest
before the PHONES Noteholders can receive payment.

Indeed, the issue of postpetition interest is an intercreditor
issue, rather than a bankruptcy issue, Judge Carey acknowledged.
However, this determination is without prejudice to allow the
parties to revisit the issue in a court of competent jurisdiction
if the Trusts' recoveries reach a level that would cause the
solvency exception to become applicable, the bankruptcy judge
said.

A full-text copy of 50-page opinion dated April 9, 2012 is
available for free at http://is.gd/ufi3Kh

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Panel's Claims vs. Citi, Merrill Severed From JPM Suit
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order dated March 22, 2012, severing certain claims against
Citigroup Global Markets, Inc., and Merrill Lynch, Pierce, Fenner
& Smith Incorporated from the case captioned Official Committee
of Unsecured Creditors v. JPMorgan Chase Bank, N.A., et al., Adv.
Proc. No. 10-53963.

Pursuant to the Advisor Claims Order, the Creditors' Committee
filed a complaint in a separately created adversary proceeding
no. 12-50446.  The complaint retains the Advisor Claims in the
form in which they were pleaded in the JPMorgan Chase Action.
The Creditors' Committee however deleted extraneous allegation
and counts from the complaint in the JPMorgan Chase, and has
adapted the text of the pleading only as necessary to reflect the
fact that the Advisors are the only defendants in the Advisor
Claims Action.

By the Advisor Complaint, the Creditors' Committee seeks to avoid
and recover fraudulent transfers, preferences, and to obtain
additional relief against Citigroup and Merrill Lynch arising
from their role as advisors to the Tribune Company when the
Company participated in a failed leveraged buyout in 2007.  "The
defendants advised the Company as it obtained debilitating loans
made and arranged by non-party banks to fund the LBO," the
Creditors' Committee alleged.

A blacklined version of the Advisor Complaint is available for
free at:

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

The Creditors' Committee intends to file a notice with the
Judicial Panel on Multidistrict Litigation that the Advisor
Claims Action is a potential tag-along action to MDL No. 2296,
the MDL proceeding relating to Tribune pending in the U.S.
District Court for the Southern District of New York.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIDENT MICROSYSTEMS: A&M OK'd as Equity Panel's Fin'l Advisors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Statutory Committee of Equity Security Holders in the Chapter
11 case of Trident Microsystems, Inc., et al., to retain Alvarez &
Marsal North America, LLC as financial advisors.

As reported in the Troubled Company Reporter on March 15, 2012,
the Equity Committee has decided to retain the services of A&M
based upon, among other things, the Equity Committee's need to:

    (i) Assist in the evaluation and analysis and eventual sale of
        substantially all of the Debtors' business lines,

   (ii) monitor and evaluate the Debtors' operations, cash flows
        and business plans, and

  (iii) evaluate and monitor Debtors' efforts to reorganize and
        maximize the value of their estates for creditors and
        equity holders successfully.

The Equity Committee has selected A&M because of its extensive
experience and excellent reputation in providing financial
advisory services in chapter 11 cases such as these.  The Equity
Committee is familiar with the professional standing and
reputation of A&M and understands and recognizes that A&M has a
wealth of experience in providing financial advisory services in
restructurings and reorganizations and enjoys an excellent
reputation for services it has rendered in large and complex
chapter 11 cases on behalf of debtors and creditors throughout the
United States.

A&M will provide such consulting and advisory services to the
Equity Committee and its legal advisors as A&M and the Equity
Committee deem appropriate and feasible in order to advise the
Equity Committee in the course of these chapter 11 cases,
including:

    (a) Assisting in the review of financial information
        distributed by the Debtors to the Equity Committee, its
        advisors and/or creditors and others, including, but not
        limited to, short term cash flow projections and budgets,
        cash receipts and disbursement analysis and analysis of
        various asset and liability accounts, including their
        intercompany matrix;

    (b) Assisting counsel to the Equity Committee in support of
        the financial elements of various Court pleadings filed
        throughout these proceedings;

    (c) Assisting with a review of the business model, operations,
        properties, assets and liabilities, financial condition,
        tax considerations, feasibility and prospects of the
        Debtors;

    (d) Assisting with a review of the Debtors' cost/benefit
        evaluations with respect to the assumption or rejection of
        executory contracts and/or unexpired leases;

    (e) Assisting in the review and monitoring of international
        operating, intercompany and cash management
        characteristics, in consideration of their overall impact
        on the liquidity position and enterprise value of the
        Debtors;

    (f) Attending meetings with the Debtors, the Debtors'
        creditors, the Equity Committee and any other official
        committees organized in these chapter 11 cases, the U.S.
        Trustee, other parties in interest and professionals hired
        by the same, as requested;

    (g) Assisting with a review of the Debtors' proposed key
        employee retention and other critical employee/retiree
        benefit and pension programs;

    (h) Assisting with the assessment of any potential avoidance
        actions that could result in unencumbered sources of
        recovery to the Equity Committee;

    (i) Assisting in the review and/or preparation of information
        and analysis necessary for the confirmation of a plan in
        these chapter 11 cases, including an assessment of
        liquidation analyses included therein; and

    (j) Rendering other general business consulting or other
        assistance as the Equity Committee or its counsel may deem
        necessary, consistent with the role of a financial advisor
        and not duplicative of services provided by other
        professionals in these chapter 11 cases.

The terms on which the Equity Committee proposes, subject to Court
approval, to retain A&M are as follows:

    (a) A&M will apply to the Court for allowances of compensation
        and reimbursement of expenses for its financial advisory
        support services.

    (b) A&M will be paid by the Company for the services of the
        Professionals at their customary hourly billing rates
        which will be subject to the following ranges:

          i. Managing Directors $650-850
         ii. Directors $450-650
        iii. Analysts/Associates $225-450

        The rates and ranges will be subject to adjustment
        annually.

    (c) In addition, A&M will be reimbursed for the reasonable
        out-of-pocket expenses of A&M and the A&M Professionals
        incurred in connection with this assignment, such as
        travel, lodging, third party duplications, messenger and
        telephone charges.  Reasonable out-of-pocket expenses
        would include any reasonable legal fees incurred for A&M's
        defense of its retention application and fee applications
        submitted in this matter, subject to Court approval.

    (d) In order for A&M to perform the services, it will be
        necessary for A&M personnel to have access to certain
        books, records and reports of the Debtors and to have
        discussions with the Debtors' personnel.

    (e) Because of the limitations in this proposed retention, the
        depth of A&M's analysis and verification of the data are
        limited.  It is understood by the Equity Committee that
        A&M is not being requested to perform an audit and that
        A&M is entitled to rely on the accuracy and validity of
        the data disclosed to A&M or supplied to A&M by, or on
        behalf of, employees and representatives of the Debtors or
        the Equity Committee.

    (f) The Equity Committee understands that the services to be
        rendered may include a review and assessment or
        preparation of projections and other forward-looking
        statements and that numerous factors can affect the actual
        results of the Debtors' operations, which may materially
        and adversely differ from those projections and other
        forward-looking statements.

    (g) All advice (written or oral) provided by A&M to the Equity
        Committee in connection with this engagement is intended
        solely for the benefit and use of the Equity Committee in
        considering the matters to which this engagement relates.

    (h) From time to time A&M may utilize the services of the
        employees of its affiliates in the performance of
        services.

    (i) As part of the overall compensation payable to A&M, the
        Equity Committee has agreed to request that the Debtors
        indemnify and hold harmless A&M for any claims arising
        from, related to, or in connection with A&M's engagement
        and to request that this Court enter an order approving
        the indemnification obligation.  Both the Equity Committee
        and A&M believe that these provisions are customary and
        reasonable.

    (j) The Debtors will have no obligation to indemnify A&M or
        provide contribution or reimbursement to A&M for any claim
        or expense that is either (i) judicially determined to
        have arisen primarily from A&M's bad faith, self-dealing,
        breach of fiduciary duty, gross negligence or willful
        misconduct, or (ii) for a contractual dispute in which the
        Debtors allege the breach of A&M's contractual obligations
        if the Court determines that indemnification, contribution
        or reimbursement would not be permissible, or (iii)
        settled prior to a judicial determination as to A&M's bad
        faith, gross negligence or willful misconduct but
        determined by the Court to be a claim or expense for which
        A&M is not entitled to receive indemnity under the terms
        of this Application.

    (k) If, before the earlier of (i) the entry of an order
        confirming a chapter 11 plan in these cases, and (ii) the
        entry of an order closing these chapter 11 cases, A&M
        believes that it is entitled to the payment of any amounts
        by the Debtors on account of the Debtors' indemnification,
        contribution and/or reimbursement obligations, including
        the advancement of defense costs, A&M must file an
        application therefore in this Court, and the Debtors may
        not pay any amounts to A&M before the entry of an order by
        this Court approving the payment.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3 appointed
three members to the Committee of Trident Microsystems, Inc.
Equity Security Holders.


TRIDENT MICROSYSTEMS: Bayard OK'd as Statutory Panel's Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Statutory Committee of Equity Security Holders in the Chapter
11 case of Trident Microsystems, Inc., et al., to retain Bayard,
P.A., as co-counsel.

As reported in the Troubled Company Reporter on March 15, 2012,
the services Bayard has rendered and may be required to render for
the Equity Committee include, without limitation, the following:

    (a) providing legal advice with respect to its powers and
        duties as the Equity Committee;

    (b) assisting in the investigation of the acts, conduct,
        assets, liabilities and financial condition of the
        Debtors, the operation of the Debtors' businesses, and any
        other matter relevant to these cases or to the formulation
        of a plan or plans of reorganization or liquidation or in
        connection with any potential sale of the Debtors' assets;

    (c) preparing on behalf of the Equity Committee necessary
        applications, motions, complaints, answers, orders,
        agreements and other legal papers;

    (d) reviewing, analyzing and responding to all pleadings filed
        by the Debtors and appearing in Court to present necessary
        motions, applications and pleadings and to otherwise
        protect the interests of the Equity Committee;

    (e) consulting with the Debtors, the Creditors' Committee and
        the United States Trustee concerning the administration of
        the Debtors' estates;

    (f) representing the Equity Committee in hearings and other
        judicial proceedings;

    (g) advising the Equity Committee on practice and procedure in
        the Bankruptcy Court for the District of Delaware; and

    (h) performing all other legal services for the Equity
        Committee in connection with these chapter 11 cases.

The Equity Committee requests that Bayard be compensated on a
hourly basis, plus reimbursement of the actual and necessary
expenses that Bayard incurs, in accordance with the ordinary and
customary rates which are in effect on the date the services are
rendered.

Bayard has advised the Equity Committee that Bayard's hourly rates
range from:

     Directors            $500 to $890 per hour
     Associates           $310 to $485 per hour
     Paraprofessionals    $195 to $285 per hour

The primary attorneys and paralegal expected to represent the
Equity Committee, and their respective hourly rates are:

     (a) Neil B. Glassman                       $890 per hour
     (b) Charlene Davis                         $750 per hour
     (c) Jamie Edmonson                         $625 per hour
     (d) GianClaudio Finizio                    $475 per hour
     (e) Justin Alberto                         $345 per hour
     (f) Stephanie Breckenridge (paralegal)     $285 per hour

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3 appointed
three members to the Committee of Trident Microsystems, Inc.
Equity Security Holders.


TRIDENT MICROSYSTEMS: Dewey & Leboeuf OK'd as Committee's Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Statutory Committee of Equity Security Holders in the Chapter
11 case of Trident Microsystems, Inc., et al., to retain Dewey &
Leboeuf as counsel.

As reported in the Troubled Company Reporter on March 15, 2012,
D&L has extensive experience in the area of corporate
transactions, corporate governance, and taxation -- each of which
the Equity Committee believes will be of importance in these
chapter 11 cases.

The Equity Committee anticipates D&L will, in connection with
TMI's chapter 11 case and subject to orders of this Court, provide
a range of services to the Equity Committee, pursuant to which it
will perform all matters necessary to:

    (a) assist and advise the Equity Committee with respect to the
        powers and duties of the Equity Committee in TMI's chapter
        11 case;

    (b) assist and advise the Equity Committee in its consultation
        with the Debtors, the Creditors Committee, and other
        constituents relative to the administration of the
        Debtors' chapter 11 cases;

    (c) attend meetings and negotiate with representatives of the
        Debtors, the Creditors Committee, and the administration
        officials presiding over the liquidation governed by
        Cayman Island law, and other potential Trident entities'
        insolvency proceedings around the globe;

    (d) assist and advise the Equity Committee in its examination
        and analysis of the conduct of the Debtors' affairs and
        their subsidiaries' affairs, and in the analysis of
        proposals and pleadings submitted by other parties in
        interest in these chapter 11 cases;

    (e) assist the Equity Committee in the formulation, review,
        analysis, and negotiation of any chapter 11 plans that may
        be filed and assist the Equity Committee in the
        formulation, review, and analysis of the disclosure
        statement accompanying any chapter 11 plans;

    (f) take all necessary action to protect and preserve the
        interests of the Equity Committee and equity security
        holders' interests in the Debtors' estates, including (i)
        the investigation and possible prosecution of actions on
        their behalf; (ii) if appropriate, negotiations concerning
        all litigation in which the Debtors' estates are involved;
        and (iii) review and analysis of claims filed against the
        Debtors' estates;

    (g) generally prepare on behalf of the Equity Committee all
        necessary motions, applications, answers, orders, reports,
        and papers in support of positions taken by the Equity
        Committee; and

    (h) appear, as appropriate, before this Court, the appellate
        courts, and the U.S. Trustee, and protect the interests of
        the Equity Committee before those courts and before the
        U.S. Trustee.

The Equity Committee requests that D&L be compensated in the
amount of its normal hourly rates times the hours expended, and
reimbursement of its disbursements at cost.  If retained, D&L will
charge the following rates:

    (a) the hourly rates for partners range from $775 per hour to
        $1,200 per hour, based upon a variety of factors,
        including seniority and distinction and expertise in one's
        field;

    (b) the hourly rates for "of counsel" range from $760 per hour
        to $900 per hour;

    (c) the hourly rates for associates range from $395 per hour
        to $675 per hour, based upon year of graduation from law
        school; and

    (d) the hourly rates for paraprofessionals range from $200 per
        hour to $295 per hour.

The professionals at D&L currently expected to have primary
responsibility for providing services to the Equity Committee in
these chapter 11 cases, their position, and their hourly are as
follows:

         Martin J. Bienenstock          $1,000
         Robert M. Finkel                 $995
         Timothy Q. Karcher               $875
         Vincent Indelicato               $580
         Maja Zerjal                      $395

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3 appointed
three members to the Committee of Trident Microsystems, Inc.
Equity Security Holders.


TRIDENT MICROSYSTEMS: Pachulski Stang OK'd as Panel's Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of Trident Microsystems, Inc., et al., to retain Pachulski
Stang Ziehl & Jones LLP as its counsel.

As reported in the Troubled Company Reporter on Feb 28, 2012, the
professionals and paralegals presently designated to represent
the Committee and their current standard hourly rates are:

         (a) Richard M. Pachulski   $975
         (b) Debra Grassgreen       $855
         (c) John D. Fiero          $745
         (d) Bruce Grohsgal         $725
         (e) Gabrielle A. Rohwer    $595
         (f) John W. Lucas          $525
         (g) Peter J. Keane         $395
         (h) Patricia Jeffries      $275

The Debtors will reimburse Pachulski Stang for all other expenses
the firm incurred in connection with its representation.

John D. Fiero, Esq., a partner of Pachulski Stang Ziehl & Jones
LLP, assures the Court that his firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

                     About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.


TRIDENT MICROSYSTEMS: Quinn Emanuel Tapped as Committee Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Statutory Committee of Equity Security Holders in the Chapter
11 case of Trident Microsystems, Inc., et al., to retain Quinn
Emanuel Urquhart & Sullivan, LLP as conflicts counsel.

As reported in the Troubled Company Reporter on March 15, 2012 the
Equity Committee seeks to retain Quinn Emanuel for a narrowly-
tailored scope of engagement: solely to represent the Equity
Committee in matters potentially adverse to NXP B.V. and NXP
Semiconductors Netherlands B.V.  NXP is purportedly the largest
shareholder of Trident Microsystems Inc. (TMI), the largest
unsecured creditor of Trident Microsystems Far East (TMFE), the
entity that appointed four of the nine directors sitting on the
Debtors' board of directors within one year prior to the Petition
Date, and TMFE's largest vendor.  The Equity Committee's lead
bankruptcy counsel represents NXP in matters unrelated to the
Debtor's chapter 11 cases.  Thus, the Equity Committee submits,
out of an abundance of caution, that it is necessary and
appropriate to employ and retain Quinn Emanuel to solely render
the following services each as appropriate and as directed by the
Equity Committee:

    (a) undertaking an investigation of potential claims the
        Debtors may have against NXP, including taking discovery
        pursuant to Bankruptcy Rule 2004;

    (b) evaluating and discussing the findings of such
        investigation with the Equity Committee;

    (c) engaging in any discussions of consensual resolution of
        such potential claims with the Debtors, NXP, the
        Creditors' Committee, and other parties-in-interest;

    (d) seeking to obtain derivative standing to prosecute any
        such claims;

    (e) prosecuting any such claims for the benefit of TMI's
        estate; and

    (f) other services for which it would be most economical and
        efficient for Quinn Emanuel to provide to the Equity
        Committee.

Compensation will be payable to Quinn Emanuel on an hourly basis,
plus reimbursement of actual, necessary expenses and other charges
incurred by the Firm.  As is the case with respect to rates
charged in non-bankruptcy matters of this type, Quinn Emanuel's
rates are subject to periodic adjustment to reflect economic and
other market conditions.  Currently, hourly rates range from:

         Partners               $810 to $955
         Attorneys              $350 to $900
         Legal assistants       $290 to $350

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3 appointed
three members to the Committee of Trident Microsystems, Inc.
Equity Security Holders.


TRILOGY DEVELOPMENT: 8th Cir. BAP Affirms Lien Ruling
-----------------------------------------------------
The United States Bankruptcy Appellate Panel for the Eighth
Circuit affirmed a bankruptcy court order dated Jan. 12, 2012,
holding that certain funds held by Trilogy Development Company,
LLC, constitute sale proceeds which are subject to the liens of
J.E. Dunn Construction Company, and other lienholders.  The
bankruptcy court's decision was not based on clearly erroneous
factual findings or erroneous legal conclusions and, therefore,
should be affirmed, the BAP said.

Trilogy's business consisted of the ownership and operation of a
real estate development project located in the "Plaza" area of
Kansas City, Missouri, known as the West Edge Project.
Construction of the project commenced in January 2006 and
continued until shortly before the bankruptcy petition was filed.
By the date of the bankruptcy filing, numerous contractors,
suppliers, and vendors asserted mechanic lien claims against the
project for unpaid balances due.

The liens against the project far exceeded its value and on Jan.
24, 2010, Trilogy commenced an adversary proceeding seeking a
declaratory judgment as to the validity and priority of all liens
against the project.  On Jan. 20, 2012, the bankruptcy court
entered its Order of Final Judgment in the adversary proceeding
which determined the amount, validity, and priority of various
consensual liens and the mechanic lien claims.  The mechanic lien
claims alone totaled more than $17,000,000.

On July 8, 2010, Trilogy filed a motion under Sections 105(a) and
363 of the Bankruptcy Code to, inter alia, conduct an auction sale
of the project free and clear of liens.  The motion was granted
and an auction was conducted.  On Aug. 31, 2010, the bankruptcy
court entered its sale order authorizing Trilogy to close on the
sale of the project free and clear of liens to WERC LLC for the
sum of $10,000,000 as the prevailing bid at the auction.  The sale
order also approved the backup bid of VA West Properties, LLC, for
$9,500,000 and authorized Trilogy to conclude a sale to VA West in
the event the sale to WERC was not consummated.  Finally, the sale
order provided: "All lien claims and interests shall attach to the
sale proceeds to the extent of their validity, perfection, and
priority against the Project."

Pursuant to the sale order, WERC entered into a purchase agreement
under which it posted an earnest money deposit in the amount of
$1,000,000 and agreed to close by Sept. 30, 2010.  WERC failed to
close, the purchase agreement was terminated, and the deposit was
retained by Trilogy as liquidated damages.  Subsequently, Trilogy
closed on the sale of the project to VA West as the approved
backup bidder under the sale order.  Trilogy currently retains
possession of both the net proceeds from the sale to VA West and
the deposit.

On Dec. 5, 2011, Trilogy filed its motion for determination of
secured status under 11 U.S.C. Sec. 506.  Under the terms of the
motion, Trilogy sought a determination that the mechanic lien
claims did not attach to the deposit and that the deposit was an
unencumbered asset of Trilogy's Chapter 11 bankruptcy estate.
After a hearing on Jan. 11, 2012, the bankruptcy court announced
its ruling that the deposit is part of the sale proceeds of the
project and, pursuant to the sale order, the deposit is subject to
the mechanic lien claims.  Trilogy appealed.

The appellate case is, Trilogy Development Company, LLC, Debtor-
Appellant, v. J.E. Dunn Construction Company; Mark One Electric
Company; Walton Construction Co., LLC, Objectors-Appellees, No.
12-6008 (8th Cir. BAP).  A copy of the BAP's April 5, 2012
decision is available at http://is.gd/bdxLZufrom Leagle.com.

                           About Trilogy

Kansas City, Mo.-based Trilogy Development Company, LLC, was
founded by advertising magnate Bob Bernstein to build a mixed-use
development at 48th St. and Belleview Ave.  The Company sought
Chapter 11 protection (Bankr. W.D. Mo. Case No. 09-42219) on
May 15, 2009.  Jonathan A. Margolies, Esq., and R. Pete Smith,
Esq., at McDowell, Rice, Smith & Buchanan represent the Debtor.
In its petition, the Debtor estimated its assets and at
$100 million to $500 million.


UNIVERSAL SOLAR: Incurs $2.7 Million Net Loss in 2011
-----------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $2.70 million on $3.28 million of sales in 2011,
compared with a net loss of $593,808 on $2.39 million of sales in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $10.34
million in total assets, $13.84 million in total liabilities and a
$3.49 million total stockholders' deficiency.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has not generated cash from its operation, has stockholders'
deficiency of $3,498,282 and has incurred net loss of $4,223,671
since inception.

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

                        http://is.gd/azaWrv

                       About Universal Solar

Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007.  It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.

The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells.  In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.


VANDEMERE LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vandemere, LLC
        fdba Vandemere Partnership
        4747 U.S. 264 East
        Greenville, NC 27834

Bankruptcy Case No.: 12-02542

Chapter 11 Petition Date: April 2, 2012

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

Judge: Randy D. Doub

Debtor's Counsel: William P. Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (866) 809-2379
                  E-mail: bill@janvierlaw.com

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

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/nceb12-02542.pdf

The petition was signed by Glenda Briley, manager/member.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Briley Enterprises of Greenville, Inc. 12-01290   02/20/12
J.O.C. Farms, L.L.C.                   12-01285   02/20/12
Joseph D. Briley, Jr.                  12-01284   02/20/12
Pactolus Farms, L.L.C.                 12-01291   02/20/12


VEBLEN EAST: Ch. 11 Trustee Wants Reorganization Case Dismissed
---------------------------------------------------------------
Lee Ann Pierce, the Chapter 11 trustee in the case of Veblen East
Dairy Limited Partnership, asks the U.S. Bankruptcy Court for the
District of South Dakota to dismiss the Debtor's case.

The trustee explains that:

   -- all assets of the Debtor have been liquidated;

   -- no plan of reorganization has been or will be filed;

   -- the trustee has completed all of her obligations related to
the administration of the case; and

   -- he trustee believes it is in the best interests of the
creditors and the estate that the case be dismissed.

                        About Veblen East

Veblen, South Dakota-based Veblen East Dairy Limited Partnership
operates a operates a "large calf-raising dairy business" in South
Dakota.  The Company filed for Chapter 11 bankruptcy protection on
July 2, 2010 (Bankr. D. S.D. Case No. 10-10146).  The Debtor
estimated its assets and debts at $50 million to $100 million. Lee
Ann Pierce was appointed Chapter 11 trustee.

The Company's affiliate, Veblen West Dairy, LLP, filed a separate
Chapter 11 petition (Bankr. D. S.D. Case No. 10-10071) on April 7,
2010.  Veblen West operates a 4,000-cow milking facility.

The two cases are not being jointly administered.


VERSO PAPER: S&P Rates $180.2 Million Secured Notes 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' (two notches
higher than the corporate credit rating) issue-level rating and a
'1' recovery rating to Memphis-based Verso Paper Holdings LLC's
proposed $180.2 million 9.75% secured notes due 2019. "The '1'
recovery rating indicates our expectation of very high (90% to
100%) recovery in the event of a payment default," S&P said.

"We also affirmed all ratings, including the 'B' corporate credit
rating, on Verso Paper. The rating outlook is stable," S&P said.

"The company intends to issue the new 9.75% notes due 2019 in
exchange for any and all of its outstanding $180.2 million
floating-rate notes due 2014. We note that the liens securing the
floating rate notes and the liens securing the company's $396
million second-lien 8.75% notes due 2019 currently rank pari
passu. According to the exchange offer materials, the liens
securing the proposed exchange notes would rank ahead of the liens
securing the $396 million 8.75% notes. The liens securing the
proposed exchange notes would rank junior to the liens securing
the company's $345 million 11.75% notes due 2019, as well as the
proposed new $150 million ABL facility and $50 million revolving
credit facility," S&P said.

"If the company issues the proposed exchange notes, we would
expect to revise the recovery rating to '4' from '3' on the
company's $396 million 8.75% notes due 2019. The '4' recovery
rating indicates our expectation of average (30% to 50%) recovery
in the event of a payment default. Under our analysis, the $396
million 8.75% notes will have weaker recovery prospects as a
result of the debt exchange, since the liens securing these notes
will be subordinated to the liens securing the new 9.75% notes.
The issue-level rating on the $396 million 8.75% notes due 2019
would remain unchanged at 'B'," S&P said.

"The rating action follows Verso Paper's announced exchange offer
to issue up to $180.2 million of new 9.75% secured notes due 2019
in exchange for any and all of the $180.2 million of floating-rate
notes due 2014," said Standard & Poor's credit analyst Tobias
Crabtree. "Verso also commenced a solicitation of consents from
the holders of the 2014 floating-rate notes to authorize release
from the liens and security interests in the collateral securing
the 2014 floating-rate notes."

"The 'B' corporate credit rating on Verso Paper reflects Standard
& Poor's view of the combination of its 'highly leveraged'
financial risk and 'weak' business risk. Our ratings incorporate
the company's limited product diversity, substitution risks due to
changing customer preferences for greater electronic content, and
vulnerability to fluctuations in input costs and selling prices.
In addition, despite our expectation that credit measures will
remain somewhat weak over the next year, we expect liquidity to
remain adequate, attributable to its cash position, proposed new
credit facilities, and manageable near-term debt maturity profile
following the proposed exchange offer," S&P said.

"The stable rating outlook reflects our expectation that Verso's
liquidity will remain adequate over the next year, attributable to
its cash position, proposed new credit facilities, and manageable
near-term debt maturity profile following the proposed exchange
offer. Our stable rating outlook incorporates our view that the
company will generate positive free cash flow in 2012 based on our
EBITDA expectations and be able to successfully repay or refinance
Verso Paper Finance Holdings LLC's February 2013 term loan
maturity," S&P said.

"Based on our EBITDA forecast and outlook for continued demand
declines in coated paper end markets, we view a meaningful
improvement in credit measures from recent levels and positive
rating action as unlikely over the next 12 months," S&P said.

"We could take a negative rating action if the secular demand
decline in coated paper were to be worse than expected over the
coming years leading us to lower our assessment of Verso Paper's
business risk to 'vulnerable' from weak. In addition, if Verso
Paper's EBITDA generation over the next year is unlikely to be
maintained at more than $165 million, a level which approximates
our estimated cash interest expense of about $125 million and
maintenance capital expenditures of approximately $40 million.
Under this scenario, liquidity would likely weaken and the company
would likely need to rely on borrowings under its revolving credit
facility to fund operating requirements," S&P said.


VINASHIN: U.S. Hedge Fund Drops Lawsuit Against Firm
----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that U.S. hedge fund
Elliott Advisers LP has dropped a lawsuit against Vietnamese state
shipbuilder Vinashin, according to a person familiar with the
matter.


VOLUNTEER BANCORP: Crowe Horwath Raises Going Concern Doubt
-----------------------------------------------------------
Volunteer Bancorp, Inc., filed on March 30, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

Crowe Horwath LLP, in Brentwood, Tennessee, expressed substantial
doubt about Volunteer Bancorp's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered significant losses in recent years and has elevated
levels of non-performing assets and its subsidiary bank is not in
compliance with minimum regulatory capital requirements required
by the consent order with regulatory authorities.

The Company reported a net loss of $1.12 million on $4.24 million
of net interest income (before provision for loan losses) for
2011, compared with a net loss of $3.57 million on $4.11 million
of net interest income (before provision for loan losses) for
2010.

The Company's balance sheet at Dec. 31, 2011, showed
$128.05 million in total assets, $126.65 million in total
liabilities, and stockholders' equity of $1.40 million.

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

                       http://is.gd/2Qbrjm

Rogersville, Tenn.-based Volunteer Bancorp, Inc., is a registered
bank holding company organized under the laws of Tennessee,
chartered in 1985.  The Company conducts operations through its
subsidiary, The Citizens Bank of East Tennessee ("Bank"), a state
bank organized under the laws of the state of Tennessee in
April 1906.




VUZIX CORP: Defers Payment of $141,666 to LC Capital Until 2014
---------------------------------------------------------------
Vuzix Corporation entered into a Supplemental Agreement dated as
of March 23, 2012, with LC Capital Master Fund Ltd.  Pursuant to
the Supplemental Agreement, payment of principal in the amount of
$141,666 payable to the Lender on March 23, 2012, pursuant to a
Convertible Loan and Security Agreement dated as of Dec. 23, 2010,
between the Lender and the Company was deferred until the maturity
of the loan made by the Lender to the Company pursuant to the Loan
Agreement.  The stated maturity date of that loan is Dec. 23,
2014.  Repayment of the loan can be accelerated upon the
occurrence of an Event of Default, as described in the Loan
Agreement.

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $4.55 million on $12.25 million
of total sales for the year ended Dec. 31, 2010, compared with a
net loss of $3.25 million on $11.88 million of total sales during
the prior year.

The Company also reported a net loss of $2.26 million on
$9.24 million of total sales for the nine months ended Sept. 30,
2011, compared with a net loss of $4.08 million on $6.70 million
of total sales for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$6.90 million in total assets, $12.35 million in total
liabilities, and a $5.45 million total stockholders' deficit.

As reported by the TCR on April 6, 2011, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  According to the independent auditors,
some of these obligations include financial covenants which the
company must comply with.


WARNER SPRINGS: Court Wants U.S. Trustee's Objections Addressed
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
denied, in part, Warner Springs Ranchowners Association's motions:

   -- authorizing payment in the ordinary course of business of
accrued but unpaid wages, salaries and other compensation;

   -- authorizing the payment of payroll and other taxes relating
thereto; and

   -- restraining utility providers from altering, refusing or
discontinuing service or, in the alternative, extending time
to provide adequate assurance of payment to utility companies.

The Court explained that it did not approve the current order
format but it will approve the amended order consistent with the
clarification provided in reply to the U.S. Trustee's objections.

The Court also authorized the Debtor to set up a website to store
all pleadings, notices, motions, and other documents on the docket
for the case.  Each interested party will be able to access the
Website to review the filings in the case at no cost to them, and
at no anticipated cost to Debtor or its chapter 11 estate.  The
Website can be accessed at http://bankruptcy.gordonrees.com/WSRA.
The Website shall not require the creation of a username or
password.

                     About Warner Springs

Based in Warner Springs, California, Warner Springs Ranchowners
Association dba Warner Springs Ranch filed for Chapter 11
protection (Bankr. S.D. Calif. Case No. 12-03031) on March 1,
2012.  Judge Louise DeCarl Adler presides over the case.  Daniel
Silva, Esq., and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP,
represent the Debtor.  The Debtor disclosed $13,060,419 in assets
and $454,060 in liabilities as of the Chapter 11 filing.


WARREN SAPP: Former Pro Bowl Lineman Files for Chapter 7
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Warren Sapp, a retired defensive lineman for the
Oakland Raiders and the Tampa Bay Buccaneers of the National
Football League, filed for bankruptcy under Chapter 7 (Bankr. S.D.
Fla. Case No. 12-17819) in March, saying he owes creditors $6.7
million and has assets of $6.5 million.

According to the report, Mr. Sapp has more than $4.1 million in
annuities and retirement accounts.  He claims that $4.7 million in
annuities, retirement accounts and other property are exempt
assets he can retain despite bankruptcy.

Filings in bankruptcy court say Mr. Sapp's average monthly income
is $115,900 and his average monthly expenses are $111,200,
including $60,500 in monthly alimony and child support payments.
He owes $876,000 to a former wife for alimony and child support,
not including child support payments owed to three other women,
according to court filings.

Mr. Sapp, who was named to seven Pro Bowl teams, has been an
analyst for the NFL's television network.  Mr. Sapp's contract
with the network isn't expected to be renewed, the Boston Globe
said, citing unidentified league sources.

Mr. Sapp said his home in Hollywood, Florida, is exempt property
he can keep.  He says the home is worth $575,000 and has a
mortgage for $725,000. To retain the home, he must pay the
mortgage.


WAVE2WAVE COMMUNICATIONS: Verizon Agrees to Continue Services
-------------------------------------------------------------
The Bankruptcy Court approved a stipulation between Wave2Wave
Communications, Inc., et al., and Verizon Communications Inc.
establishing adequate assurance of payment.

The Stipulation provides that beginning March 19, 2012, each
Monday thereafter, the Debtors will pay to Verizon $194,000,
representing one week of the average one month bill provided to
the Debtors for various telecommunications facilities and services
less one week of the average one month bill provided to Verizon by
the Debtors, and constituting an advance weekly payment for the
net sum owed to Verizon.

The Debtors wire transferred to Verizon on March 19, 2012, the sum
of $650,000, representing three quarters of the average one month
bill for the Debtor Charges.  The terms of the Order establishing
the weekly advance payments will be retroactive to the Debtors'
Petition Date (Feb. 17, 2012).  Therefore, on March 19, 2012, the
Debtors also also wire transferred to Verizon $858,000.

After the period ending May 31, 2012, and at the end of each
three-month interval thereafter, Verizon will true-up the advance
weekly payments made during the applicable period against the
actual charges billed to the Debtors for that period.

In the event that the Debtors fail to comply with any provision of
this Order and do not cure that default by 5:00 p.m. on the third
business day after the notice by Verizon to the Debtors and their
counsel of such default is received, Verizon is authorized to
terminate services to the Debtors on the next business day without
further notice or order.

Separately, the Court approved the Debtors' stipulation with
AboveNet Communications, Inc., and AT&T pursuant to which the
Debtors agreed to pay $16,500 to AboveNet and $45,000 to AT&T as
deposits.  In addition to the assurances provided by the deposit,
the Debtors agree to pay their post-petition usage that is due and
owing in accordance with ordinary and contractual payment terms.
The Utilities will be permitted to alter, refuse or discontinue
services to the Debtors upon the Debtors' post-petition default in
payment.

The final hearing, as it pertains to the Debtors' stipulation with
IDT Corp. was adjourned to March 29, 2012.

                   About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.  The
petition was signed by Steven Asman, president and chairman of the
Debtors' board.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee is represented by Cooley
LLP.


WAVE2WAVE COMMUNICATIONS: Can Hire Mintz Levin as Special Counsel
-----------------------------------------------------------------
The Bankruptcy Court authorized Wave2Wave Communications Inc., et
al., to employ Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., as their special counsel, effective as of Feb. 20,
2012, to among other things: (a) advise the Debtors with respect
to any potential financing, acquisitions or mergers or sales of
their assets outside of the ordinary course of business; (b)
assist in the negotiation, documentation and implementation of any
potential financing, acquisitions or mergers or sales of their
assets outside of the ordinary course of business; and (c) advise
the Debtors on their relationships with stockholders and lenders.

The firm's current hourly rates are:

            Members           $540 to $1,100
            Associates        $270 to $575
            Paralegals        $180 to $290

                   About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.  The
petition was signed by Steven Asman, president and chairman of the
Debtors' board.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee is represented by Cooley
LLP.



WAVE2WAVE COMMUNICATIONS: Committee Taps Cooley LLP as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Wave2Wave
Communications, Inc., et al., seeks permission from the Bankruptcy
Court to retain Cooley LLP as its counsel.  Cooley will, among
other things:

   (a) attend meetings of the Committee;

   (b) review financial information furnished by the Debtors to
       the Committee;

   (c) review and investigate the liens of purported secured
       parties;

   (d) confer with the Debtors' management and counsel; and

   (e) coordinate and assist the Debtors' efforts to obtain
       debtor-in-possession financing.

The Committee is satisfied that (i) Cooley represents no interest
adverse to the Committee, the Debtors or their estates in the
matters upon which Cooley is to be engaged and that its employment
is in the best interest of the estates, (ii) Cooley has no
connection with the US Trustee or any other person employed in the
office of the US Trustee, and (iii) Cooley has not been paid any
retainer against which to bill fees and expenses.

Cooley's current hourly rates are:

          Attorney               Hourly Rate
          --------               -----------
          Richard S. Kanowitz       $795
          Cathy R. Hershcopf        $795
          Brent Weisenberg          $630
          Dana S. Katz              $445

However, Cooley has agreed with the Committee that it will invoice
the Committee for 90% of its accrued fees each month.  At the
conclusion of these cases, if the Committee is satisfied with
Cooley's services and funds are available to pay the balance of
Cooley's fees, Cooley will apply to the Court for the remaining
10% of its unbilled fees.

Cooley will continue to charge the Committee for all services
provided and for other charges and disbursements incurred in
rendering services to the Committee.

                   About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.  The
petition was signed by Steven Asman, president and chairman of the
Debtors' board.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee is represented by Cooley
LLP.


WAVE2WAVE COMMUNICATIONS: Ford Wants to Repossess Motor Vehicles
----------------------------------------------------------------
Ford Motor Credit Company, LLC, has filed papers with the
Bankruptcy Court seeking relief from the automatic stay to take
back and sell motor vehicles in the possession of Wave2Wave
Communications, Inc,. et al.

                   About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.  The
petition was signed by Steven Asman, president and chairman of the
Debtors' board.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee is represented by Cooley
LLP.


WEBB REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Webb Real Estate Holdings, LLC
        2612 S. English Station Road
        Louisville, KY 40299

Bankruptcy Case No.: 12-31593

Chapter 11 Petition Date: April 2, 2012

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: Mark J. Sandlin, Esq.
                  GOLDBERG & SIMPSON, P.S.C.
                  9301 Dayflower Street
                  Louisville, KY 40059
                  Tel: 589-4440
                  Fax: 581-1344
                  E-mail: msandlin@goldbergsimpson.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/kywb12-31593.pdf

The petition was signed by Elizabeth A. Webb, manager.


WENDY'S INTERNATIONAL: S&P Rates $1.3-Bil. Credit Facilities 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' issue-level
rating and a '2' recovery rating to Wendy's International Inc.'s
proposed $1.3 billion bank credit facilities. Wendy's
International is owned by The Wendy's Co. "The proposed credit
facilities include a $1.125 billion seven-year term loan and a
$200 million five-year revolver. The company plans to use the term
loan proceeds to refinance its existing bank credit facilities and
repurchase its 10% senior secured notes. We expect the revolver to
be undrawn at closing," S&P said.

"We are also withdrawing the ratings on Arby's. We are affirming
all other ratings, including the 'B+' corporate credit rating. The
outlook remains stable," S&P said.

"The ratings on Dublin, Ohio-based fast food company The Wendy's
Co. (Wendy's) reflect our view that credit metrics will remain
reflective of a highly leveraged financial risk profile because of
what we see as the likelihood for the company to pursue sizeable
shareholder initiatives after the completion of its remodeling
program, elevated debt levels, and thin cash flow protection
measures," said Standard & Poor's credit analyst Andy Sookram.
"Our assessment of its business risk profile as 'weak' is
characterized by its participation in the highly competitive
quick-service restaurant sector and its exposure to volatile
commodity costs."

"The stable outlook reflects our opinion that credit measures
should improve modestly in fiscal 2012. We think the company
should benefit from its restaurant remodel initiatives, and a
slight increase in menu prices should help to mitigate near-term
commodity cost pressures. Our forecast for credit metrics includes
EBITDA margins of slightly over 16% and leverage of about 4.7x,"
S&P said.

"A downgrade could occur if Wendy's does not execute menu
initiatives (including the breakfast rollout) well, competitive
pressures heighten considerably, and commodity cost increases
above expectations, leading to a decline in profitability. In this
scenario, we would expect EBITDA margins to decline to 13% and
leverage to rise to the 6x area. A lower rating could also occur
if the company pursues debt-financed shareholder initiatives in a
manner that harms credit quality," S&P said.

"An upgrade is not a near-term consideration, given our financial
forecast and expectations for Wendy's financial policy. Still, in
the event that Wendy's adopts a financial policy that would
suggest sustained leverage of about 4x and we reassess its
business risk profile as 'fair,' we could raise the ratings one
notch," S&P said.


WJO INC: Court OKs Re-engagement of Ciardi Ciardi as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized WJO, Inc., to employ Ciardi Ciardi & Astin as counsel
for the Debtor.

As reported in the Troubled Company Reporter on Feb. 23, 2012,
Ciardi Ciardi was previously counsel for the Debtor.  The firm
withdrew as counsel and was replaced by O'Keily Ernst Bielli &
Wallen, LLC.

O'Keilly has withdrawn as counsel for the Debtor effective
Jan. 19, 2012.

The Debtor has re-engaged the services of Ciardi Ciardi as its
counsel.

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

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


* Homeowners Win Punitive Award Over Wells Fargo Overcharges
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Wells Fargo Bank NA was hit with $3.17 million in
punitive damages for what a U.S. bankruptcy judge in New Orleans
called the bank's "clandestine" conduct in overcharging homeowners
by violating both bankruptcy law and the governing note and
mortgage.  The case is Jones v. Wells Fargo Home Mortgage Inc. (In
re Jones), 06-1093, U.S. Bankruptcy Court, Eastern District
Louisiana (New Orleans).


* Circuit Court Stands Behind In Pari Delicto Defense
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Chicago declined an
invitation by a bankruptcy trustee and the National Association of
Bankruptcy Trustees to rule that the so-called in pari delicto
defense doesn't apply to lawsuits filed by bankruptcy trustees.
The case before the 7th Circuit involved a suit by a trustee for a
bankrupt Ponzi scheme. The suit charged that the company's
accountants with negligence in not detecting fraud. The district
court dismissed the suit, based on the in pari delicto defense.

According to the report, as explained in the April 3 opinion by
Chief Circuit Judge Frank H. Easterbrook, the defense is based on
the principle that a participant in a fraud can't be a victim of
its own fraud.  Because the trustee steps into the shoes of the
company that was conducting the fraud, the trustee can't sue for
fraud against co-conspirators in the scheme.  Judge Easterbrook
said it isn't the province of the courts to refuse to enforce the
in pari delicto rule based on notions of "public policy."  The
judge said that state-law defenses must be enforced under the 1979
U.S. Supreme Court decision in Butner v. U.S.  By continuing
invocation of in pari delicto defense, Judge Easterbrook said the
7th Circuit joins every other circuit to address the issue.
The case is Peterson v. McGladrey, 10-3770, 7th U.S. Circuit Court
of Appeals (Chicago).


* Divorce Settlement Upheld Regardless of Madoff Fraud
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the highest court in New York State ruled early this
month that a customer of Bernard L. Madoff Investment Securities
Inc. who believed he had a $5.4 million account isn't allowed to
recover money paid to a former wife before the fraud was
discovered.  The case involved a New York lawyer who entered into
a martial property and support agreement where the former wife
received $6.25 million cash and other specified property.  Two
years later, the Madoff Ponzi scheme blew up, and the former
husband sued to reform the property settlement.  The Court of
Appeals said that the case wasn't an "exceptional situation"
warranting a "reformation or rescission of a divorce settlement."
The case is Simkin v. Blank, 48, New York Court of Appeals
(Albany).


* Amount of Mortgage Can't Be Fixed in Chapter 13 Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that, U.S. District Judge Robert E. Blackburn in Denver
ruled at the end of March that individuals may not use a Chapter
13 plan to modify a secured creditor's claim.  The case is Bank of
America NA v. Gordon (In re Gordon), 11-01340, U.S. District
Court, District of Colorado (Denver).


* Unjust Enrichment Is Core When Paired With Fraudulent Transfer
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Peter J. Walsh in Delaware
ruled on March 30 that when a claim for unjust enrichment is
"essentially an alternate grounds for recovery" on an allegedly
fraudulent transfer, the claim is "core."  When a claim for unjust
enrichment was in essence an alternative grounds for relief on a
claim for violation of federal securities laws, Judge Walsh
concluded that the claim is "non-core."  The case is Zazzali v.
AFA Financial Group LLC (In re DBSI Inc.), 10-54524, U.S.
Bankruptcy Court, District of Delaware (Wilmington).


* Investors Watch Pricing of J.P. Morgan Rialto Distressed CMBS
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that J.P. Morgan Chase
& Co. may sell $132 million of commercial mortgage-backed
securities supported by delinquent loans at a discount of about 99
cents on the dollar, according to an investor considering the
first distressed debt CMBS since the 1990s.


* Moody's Says Global Speculative Grade Default Rate Up to 2.3%
---------------------------------------------------------------
Moody's trailing 12-month global speculative-grade default rate
rose to 2.3% at the end of March 2012, up from 1.8% at the end of
2011, said Moody's Investors Service in its monthly default
report. A year ago, the rate was 2.6%. A total of 20 Moody's-rated
corporate debt issuers have defaulted so far this year, eleven of
which defaulted in March.

In the US, the speculative-grade default rate ended the first
quarter at 2.8%, up from 1.9% in the previous quarter, while in
Europe the comparable rate edged lower to 2.3% from 3.0%. At this
time last year, the US rate was 2.9% and the European default rate
was 2.6%.

Based on its forecasting model, Moody's expects the global
speculative-grade default rate to rise to 3.0% by the end of 2012.
Moody's expects default rates to be highest in the Media:
Advertising, Printing & Publishing sector in the US and the
Energy: Oil & Gas sector in Europe.

"March saw a jump in the number of defaults, but it remains to be
seen whether this is a trend," said Albert Metz, Managing Director
of Credit Policy Research. "Quite a few of the defaults were
related to the same corporate family, or represented the second
defaults from issuers which had previously defaulted in the last
couple of years."

By dollar volume the global speculative-grade bond default rate
closed at 1.7% in the first quarter, down slightly from 1.8% the
previous quarter. Last year, the global dollar-weighted default
rate stood at 1.6%.

In the US, the dollar-weighted speculative-grade bond default rate
ended the first quarter at 1.5%. The comparable rate was 1.1% in
the previous quarter and 1.5% a year ago.

In Europe, the dollar-weighted speculative-grade bond default rate
fell to 2.3% in the first quarter of 2012, from 4.3% in the last
quarter of 2011. This drop was primarily driven by Allied Irish
Bank's move out of the trailing twelve month window. At this time
last year, the European speculative-grade bond default rate was
2.0%.

Moody's distressed index declined to 17.2% at the end of the first
quarter, down from 24.1% in the previous quarter. A year ago, the
index was lower at 7.7%. The distressed index is a measure of the
percentage of high-yield issuers that have debt trading at
distressed levels.

The trailing 12 month US leveraged loan default rate ended the
first quarter at 2.1%, up from 0.6% in the prior quarter. A year
ago, the loan default rate was 1.7%. A total of ten Moody's-rated
loan issuers defaulted so far this year, all from the US. Last
year, only one issuer defaulted in the first quarter.

Moody's "March Default Report" is now available, as are Moody's
other default research reports, in the Ratings Analytics section
of Moodys.com.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Nov. 28, 2011
  BEARD GROUP, INC.
     18th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact: 1-240-629-3300

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
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                  *** End of Transmission ***