TCR_Public/120413.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, April 13, 2012, Vol. 16, No. 102

                            Headlines

201 WESTMORELAND: Case Summary & 14 Largest Unsecured Creditors
AES EASTERN: Authorized to Sell Two Plants to Lenders
AHERN RENTALS: Replies to Noteholders' Exclusivity Opposition
AHERN RENTALS: Committee Wants to Take Part in Plan Formulation
AJ CONCRETE: Case Summary & 20 Largest Unsecured Creditors

AMERICAN WEST: Files Schedules of Assets and Liabilities
AMERICAN WEST: Claims Bar Date Set for June 29, 2012
ARCAPITA BANK: Bahrainian Banks Named to Creditors' Panel
ASSURANT INC: Moody's Issues Summary Credit Opinion
AUTOTRADER.COM: S&P Rates $200 Million Term Loan 'BB+'

BAKERS FOOTWEAR: Marxe and Greenhouse Disclose 12.3% Equity Stake
BEACON POWER: Brown Rudnick Settles $6.6-Mil. Ch. 11 Fee Fight
BEAZER HOMES: Deutsche Bank Ceases to Hold 5% Equity Stake
BELLWOOD AVENUE: Case Summary & 5 Largest Unsecured Creditors
BERNARD L. MADOFF: Trustee Shelves Appeal Over UniCredit Dismissal

BIOLIFE SOLUTIONS: Incurs $1.9 Million Net Loss in 2011
BIOVEST INTERNATIONAL: To Seek Marketing Approval for BiovaxID
C&E HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
CALAIS RESOURCES: Brigus Demands Payment of $10.8 Million
CANO PETROLEUM: Can Use Prepetition Lenders' Cash Collateral

CASCADE BANCORP: Leadership Looks Ahead for 2012
CDC CORP: Court Approves Settlement Deal With Evolution
CENTRAL CONCRETE: Case Summary & 3 Largest Unsecured Creditors
CENVEO CORP: Moody's Says Downsized Notes Issue No Rating Impact
CERTENEJAS INCORPORADO: Case Summary & Creditors List

CHINA NORTH: Gets NYSE Notice of Delisting
CHRIST HOSPITAL: Interest and Maturity of HFG Financing Modified
CHRIST HOSPITAL: Final DIP Hearing Scheduled for April 16
CITIZENS CORPORATION: Trustee Taps Harwell Howard as Counsel
CLARE OAKS: Decision Period on St. Joseph Lease Extended to July 2

CLARE AT WATER TOWER: Changes to Bidding Procedures Approved
COMMUNITY MEMORIAL: Status Conference Today
CONSTELLATION BRANDS: S&P Gives 'BB+' Rating on $400M Senior Notes
COUGAR OIL: Directors Resigned Effective April 10
CUSTER ROAD: Has OK to Hire Richard W. Ward as Bankruptcy Counsel

CUSTER ROAD: Has Nod to Hire Neugent & Helbing as Appraiser
DALLAS ROADSTER: US Trustee Wants Chapter 11 Case Dismissed
DIPPIN' DOTS: Fischer Offers to Buy Business for $12.7 Million
DYNEGY INC: Gets Non-Compliance Notification From NYSE
EARTHBOUND HOLDING: S&P Revises Outlook on 'B' CCR to Negative

EASTMAN KODAK: Taps Jones Day for Fujifilm Suit
EASTMAN KODAK: Committee Taps Milbank for Plan Matters
EASTMAN KODAK: Committee Taps Togut Segal as Conflicts Counsel
EASTMAN KODAK: Committee Retains A&M as Financial Adviser
ELLINWOOD COUNTRY: Case Summary & 20 Largest Unsecured Creditors

EOS PREFERRED: Suspending Filing of Reports with SEC
ENERGY CONVERSION: Shareholders Want Official Equity Committee
ENERGY CONVERSION: Quarton Indemnification Provisions Altered
EVEREST ACQUISITION: S&P Lowers $750MM Term Loan Rating to 'BB-'
FAIR MARKET PROPERTIES: Owner Eyes Sale of Other Investments

FICO LLC: Case Summary & 4 Largest Unsecured Creditors
FIDELITY NATIONAL: S&P Affirms 'BB+' Corporate Credit Rating
FIRST EVANGELICAL: Case Summary & 20 Largest Unsecured Creditors
FOUR KIDS: Case Summary & 18 Largest Unsecured Creditors
GARLOCK SEALING: ACC and BofA Want Motion to Quash Withdrawn

GENERAL MARITIME: Wants Unsec. Claims Estimated at $327.5 Million
GHP PARTNERS: Case Summary & Largest Unsecured Creditor
GIORDANO'S ENTERPRISES: Trustee Wants Conversion to Chapter 7
GLOBAL AVIATION: Bondholders Object to Imperial Capital Hiring
GORDIAN MEDICAL: Wants to Hire Fulbright as Regulatory Counsel

GORDIAN MEDICAL: Court Approves GlassRatner as Financial Advisor
GORDIAN MEDICAL: Committee Taps Landau Gottfried as Counsel
GORDIAN MEDICAL: Gets Approval to Hire Pachulski Stang as Counsel
GORDIAN MEDICAL: Abernathy Approved as Communications Consultant
GORDIAN MEDICAL: Gets OK to Obtain Credit from Wright Express

GRANITE DELLS: Files Schedules of Assets and Liabilities
GRANITE DELLS: U.S. Trustee Unable to Form Committee
HARTFORD FINANCIAL: Moody's Issues Summary Credit Opinion
HEMCON MEDICAL: Case Summary & 20 Largest Unsecured Creditors
HOMER CITY: S&P Lowers Rating on Senior Secured Notes to 'CCC'

HORIZON LINES: Incurs $229.4 Million Net Loss in 2011
HORIZON LINES: Reaches Agreement in Principle to Reduce Debt
HOSPITAL DAMAS: Court Denies Claimants' Plea to Dismiss Case
HOSPITAL DAMAS: Wants to Renew Appointment of FPV as Auditors
ICG REAL ESTATE: Case Summary & 8 Largest Unsecured Creditors

INDIANAPOLIS DOWNS: Agrees on Dual-Track Restructuring
JEFFERSON COUNTY, AL: Trial on Use of Sewer Revenue Begins
JESCO CONSTRUCTION: Can Employ L. Kelly Baker as Accountant
LEHMAN BROTHERS: Initial Payouts to Creditors Total $22.5 Billion
LEVI STRAUSS: Reports $49.3 Million Net Income in Q1 2012

LIBERATOR INC: Files Form S-8, Registers 5 Million Common Shares
LUMBER PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
M & D INVESTMENTS: Voluntary Chapter 11 Case Summary
M WAIKIKI: Files Second Amended Joint Disclosure Statement
MICROBILT CORP: Files Outline for 1st Amended Reorganization Plan

MISTER BEE: To Resume Operations With Investor's Help
NH SIMPSON: Case Summary & 16 Largest Unsecured Creditors
NORTEL NETWORKS: Amendment to Jefferies Retention Order Approved
NORTEL NETWORKS: Wants Mediator for Retiree Welfare Plans
NORTHCORE TECHNOLOGIES: Acquires Envision for $1 Million

ON ASSIGNMENT: Moody's Assigns 'Ba3' CFR; Outlook Stable
ONE ALARM: S&P Rates $25-Mil. Revolver, $520-Mil. Term Loan 'B+'
OPTIONS MEDIA: Delays Form 10-K for 2011
PARKER DRILLING: Moody's Affirms 'B1' Senior Note Rating
PDQ COOLIDGE: Voluntary Chapter 11 Case Summary

PEMCO WORLD: Taps Young Conaway as Bankruptcy Counsel
PEMCO WORLD: Taps Bayshore Partners as Investment Banker
PEMCO WORLD: Taps Epiq Bankruptcy as Administrative Advisor
PEMCO WORLD: Wants Until May 4 to File Schedules and Statements
PENN VIRGINIA: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Neg

PGA HOLDINGS: Moody's Assigns 'B2' CFR; Outlook Stable
PGA HOLDINGS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
PITTSBURGH CORNING: Insurers Object to Chapter 11 Plan
QIMONDA AG: $33.7 Million Citibank Lawsuit Survives
R4 ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors

R.E. LOANS: Hearing on B-4 Partners' Case Transfer Vacated
R.E. LOANS: Court Modifies Automatic Stay on Rancho Las Flores
REDDY ICE: To Seek Prepack Bankruptcy, Merger With Arctic Glacier
RJB RETAIL: Case Summary & 20 Largest Unsecured Creditors
SAINT CATHERINE: Owners Abruptly End Meeting With Ex-Workers

SBA COMMUNICATIONS: S&P Affirms 'B+' Corporate Credit Rating
SCHOMAC GROUP: NSS RV Central Gets Continued Access to BOKF Cash
SHOREBANK CORP: Jennifer Wynn Named Jamil Moore's Representative
SHOREBANK CORP: Committee Can Retain Mark Hebbeln as Counsel
SHUANEY IRREVOCABLE: Court OKs Mark Freund as Counsel

SHUANEY IRREVOCABLE: Bank Seeks to Prohibit Cash Collateral Use
SILICON VALLEY: Case Summary & 20 Largest Unsecured Creditors
SLAVERY MUSEUM: Court Sets June 6 Hearing to Approve Plan
SOLERA HOLDINGS: S&P Affirms 'BB' Corporate Credit Rating
SOUTHERN MONTANA: Court OKs Deal to Reject PPSA with PPL Energy

SOUTHERN MONTANA: Trustee Taps Hein & Assoc. as Fin'l Accountants
SOUTHERN SKY: Direct Air Case Converted to Liquidation
SOUTHWEST CONCRETE: Case Summary & 20 Largest Unsecured Creditors
SP NEWSPRINT: Platt Electric Wants Perfection of Construction Lien
STELLAR GT: Court Extends Lift Stay Order Until June 30

SUPERCONDUCTOR TECH: Gets NASDAQ Bid Price Deficiency Letter
SWEPORTS LTD: Involuntary Chapter 11 Case Summary
TELLICO LANDING: Files Amended Second Disclosure Statement
TELLICO LANDING: Chapter 11 Trustee Appointment Sought
TELLICO LANDING: Deadline to File Proofs of Claim on June 15

TELLICO LANDING: Creditors Want Chapter 11 Case Dismissed
TIB FINANCIAL: Reports $2.8 Million Net Income in 2011
TN-K ENERGY: Lecil Smith Ceases to Hold 5% Equity Stake
TOUSA INC: Wants Authority to Extend Use of Cash Collateral
TRAFFIC SERVICES: Case Summary & 20 Largest Unsecured Creditors

TRICORBRAUN INC: Moody's Assigns 'B2' CFR; Outlook Stable
TRICORBRAUN INC: S&P Assigns 'B' Corporate Credit Rating
TRIDENT MICROSYSTEMS: Sigma OK'd to Buy DTV Business for $22.5MM
VERENIUM CORP: Cancels Loan and Security Agreement with Comerica
VERENIUM CORP: Closes Sale of Oilseed Business with DSM Food

VERTELLUS SPECIALTIES: S&P Lowers Corp. Credit Rating to 'B-'
VI-JON INC: Moody's Lowers Corporate Family Rating to 'B2'
VISUALANT INC: Plans Joint Development Agreement with Sumitomo
WENDY'S INT'L: Moody's Rates New $1.25BB Secured Term Loan (P)B1
WINDSOR FINANCING: Moody's Cuts Rating on Sr. Sec. Bonds to 'B1'

WORLD SURVEILLANCE: Incurs $1.1 Million Net Loss in 2011
YPSILANTI SCHOOL: Moody's Cuts Rating on $80.2MM Bonds to 'Ba1'
Z TRIM HOLDINGS: Incurs $6.9 Million Net Loss in 2011

* Moody's Says Tough Pricing to Hit North-Am Solid Waste Sector
* Moody's Says New Canadian Wireless-Only Carriers Struggling
* Moody's Says US Private Corrections Sector Face Credit Concerns

* Thompson Hine Bolsters New York Real Estate Practice

* BOOK REVIEW: Corporate Debt Capacity

                            *********

201 WESTMORELAND: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 201 Westmoreland Associates, Ltd.
        2664 Lacy Street
        Los Angeles, CA 90031

Bankruptcy Case No.: 12-22642

Chapter 11 Petition Date: April 10, 2012

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

Judge: Neil W. Bason

About the Debtor: 2012 Westmoreland is a real estate investor.

Debtor's Counsel: Warren N. Nemiroff, Esq.
                  TDG LAW GROUP, APC
                  9595 Wilshire Boulevard, #900
                  Beverly Hills, CA 90212
                  Tel: (310) 285-1559
                  Fax: (310) 492-4394

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

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

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

Debtor's List of Its 14 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Law Offices of Pamela Moser        --                      $34,825
2664 Lacy Street
Los Angeles, CA 90031

Creative Environments of Hollywood --                      $30,479
2644 Lacy Street
Los Angeles, CA 90031

Hillcock Corporation               --                       $5,848
2664 Lacy Street
Los Angeles, CA 90031

Karga Seven Pictures, LLC          --                       $4,050

Miller Kaplan Arase & Co., LLCP    --                       $3,691

David Henry                        --                       $2,685

Allan King                         --                       $1,630

Seri Systems                       --                       $1,294

First Electric, Inc.               --                       $1,150

Pacific Pond                       --                         $715

Devon Glass & Mirror               --                         $425

AT&T                               --                         $288

FEI Services                       --                          $75

American Express                   --                          $20


AES EASTERN: Authorized to Sell Two Plants to Lenders
-----------------------------------------------------
AES Eastern Energy LP received permission from the bankruptcy
judge in Delaware to sell the two operating facilities to secured
creditors in exchange for debt.

At a court hearing in Wilmington, Judge Kevin Carey signed off on
the sale, which rids the AES Corp. unit of its only operating
power plants, located in Cayuga and Somerset, N.Y., Bankruptcy
Law360 says.

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

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

AES prevailed over opposition and obtained authorization to hold a
March 26 auction for the two operating power plants.  However, the
Debtor cancelled the auction after receiving no competing bids.

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

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

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

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

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

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

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

                        About AES Eastern

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

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

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


AHERN RENTALS: Replies to Noteholders' Exclusivity Opposition
-------------------------------------------------------------
BankruptcyData.com reports that Ahern Rentals filed with the U.S.
Bankruptcy Court a reply to the noteholders' group's statement
regarding the Company's motion for an extension of the exclusive
period.

The reply explains, "The Court should disregard the Statement when
considering relief requested by the Motion. First, though couched
as a purportedly neutral 'statement,' the Noteholder Group's
Statement fails to contain requisite evidentiary support that
would otherwise be required for such an opposition. Local Rule4
9014(d) provides that an 'opposition must set forth all relevant
facts and any relevant legal authority. An opposition must be
supported by affidavits or declarations that conform to the
provisions of subsection (c) of this rule.' While the Noteholder
Group cites two declarations filed by the Debtor, the Motion, and
one additional stipulation, significant factual assertions and
conclusory allegations are unsupported by an appropriate
declaration or affidavit . . . Second, the contention in the
Noteholder Group's Statement that the Debtor has not engaged in
negotiations with the Noteholder Group is factually incorrect
. . . Third, to the extent the Noteholder Group has been excluded
from any negotiations, such exclusion is the result of their
failure to enter into a confidentiality agreement with the Debtor,
which circumscribes the amount of information they may receive
from the Debtor."

As reported in the March 28, 2012 edition of the TCR, Ahern
Rentals is asking the Bankruptcy Court for an order extending the
120-day period for filing a plan of reorganization and the 180-day
period for securing acceptance of the plan by an additional 120
days, permitting the Debtor to file a plan up to and including
Aug. 20, 2012, and allowing the Debtor up to and including Oct.
19, 2012, to obtain plan votes.

A hearing on the request is set for April 13, 2012, at 3:00 p.m.

The Debtor said that due to the size and complexity of the Debtor,
these operational issues have required the lion's share of the
time and resources of the Debtor and its professionals.  The
Debtor said it has commenced discussions with creditor
constituencies and has begun formulating a plan of reorganization,
but requires additional time so that it may adequately review and
analyze its cash flow and operational projections and develop
long-term projections for 2014 and 2015; perform a valuation
analysis of its business; analyze its executory contracts and
leases; and analyze claims against the Debtor, including personal
injury claims.

The noteholders in their objection stated that a four month-
extension is unwarranted.  It notes that this chapter 11 case is
not a complex 'operational restructuring' but rather a simple
'balance sheet restructuring' that can be accomplished more
quickly (and at substantially less administrative cost) than the
Debtor claims."

                       About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In its schedules, the Debtor disclosed $485,807,117 in assets and
$649,919,474 in liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AHERN RENTALS: Committee Wants to Take Part in Plan Formulation
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Ahern Rentals,
Inc.'s case filed with the U.S. Bankruptcy Court for the District
of Nevada its response to the Debtor's request for exclusivity
extensions.

The Committee stated that it was surprised and disappointed to
learn that it was not among the various creditor constituencies
consulted by the Debtor regarding the formulation of its plan of
reorganization.

The Committee does not believe that any party-in-interest would be
prejudiced by the requested extension.  However, the Debtor and
its constituencies would be adversely affected by a costly and
distracting fight over over competing plans, which, in any event,
would be premature at this stage in the proceeding.  If the Debtor
is willing to work cooperatively and collaboratively with the
Committee, the Committee believes that a consensual plan can be
achieved.

As reported in the March 28, 2012, edition of the Troubled Company
Reporter, the Debtor is asking the Bankruptcy Court for an order
extending the 120-day period for filing a plan of reorganization
and the 180-day period for securing acceptance of the plan by an
additional 120 days, permitting the Debtor to file a plan up to
and including Aug. 20, 2012, and allowing the Debtor up to and
including Oct. 19, 2012, to obtain plan votes.

A hearing on the request is set for April 13, 2012, at 3:00 p.m.

In a separate filing, Goldman Sachs Palmetto State Credit Fund,
L.P. and Liberty Harbor Master Fund I, L.P., notified the Court
that they do not object to the exclusivity extension sought but
reserve and preserve all of their rights under the stipulation.

                       About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In its schedules, the Debtor disclosed $485,807,117 in assets and
$649,919,474 in liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


AJ CONCRETE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: AJ Concrete Pumping II, Inc.
        2323 W. Oxford Ave.
        Englewood, CO 80110

Bankruptcy Case No.: 12-17032

Chapter 11 Petition Date: April 10, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Michael J. Guyerson, Esq.
                  ONSAGER, STAELIN & GUYERSON, LLC
                  1873 S. Bellaire St., Suite 1401
                  Denver, CO 80222
                  Tel: (303) 512-1123
                  Fax: (303) 942-3502
                  E-mail: mguyerson@comcast.net

Scheduled Assets: $370,401

Scheduled Liabilities: $10,888,898

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cob12-17032.pdf

The petition was signed by Jeffrey C. Moll, president.


AMERICAN WEST: Files Schedules of Assets and Liabilities
--------------------------------------------------------
American West Development, Inc., filed with the Bankruptcy Court
for the District of Nevada its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property                        $0
  B. Personal Property           $55,392,951
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $177,506,450
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $28,300
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $30,960,450
                                 -----------     -------------
        TOTAL                    $55,392,951      $208,495,200

                        About American West

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

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


AMERICAN WEST: Claims Bar Date Set for June 29, 2012
----------------------------------------------------
The deadline for American West Development, Inc.'s creditors to
file Proofs of Claim is June 29, 2012, at 5:00 p.m.

Claims should be sent to:

By First Class Mail:

     AW Bankruptcy Administration
     c/o GCG
     PO Box 9748
     Dublin, OH 43017- 5648

          - or -

By Overnight or Hand Delivery:
     AW Bankruptcy Administration
     c/o GCG
     5151 Blazer Parkway, Suite A
     Dublin, OH 43017-9306

                        About American West

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

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


ARCAPITA BANK: Bahrainian Banks Named to Creditors' Panel
---------------------------------------------------------
Arcapita Bank BSC, the Bahrainian investment bank, has an official
unsecured creditors' committee with seven members, including the
Central Bank of Bahrain and the National Bank of Bahrain BSC.

The newly minted Official Committee of Unsecured Creditors of
Arcapita Bank B.S.C.(c), et al. is being represented by:

          Dennis F. Dunne, Esq.
          Abhilash M. Raval, Esq.
          Evan R. Fleck, Esq.
          MILBANK, TWEED, HADLEY & McCLOY LLP
          1 Chase Manhattan Plaza
          New York, NY 10005
          Telephone: (212) 530-5000
          Facsimile: (212) 530-5219
          Email: ddunne@milbank.com
          araval@milbank.com
          efleck@milbank.com

               - and -

          Andrew M. Leblanc, Esq.
          MILBANK, TWEED, HADLEY & McCLOY LLP
          1850 K Street, NW, Suite 1100
          Washington, DC 20006
          Telephone: (202) 835-7500
          Facsimile: (202) 263-7586
          Email: aleblanc@milbank.com

Tracy Hope Davis, the United States Trustee for Region 2, under 11
U.S.C. Sec. 1102(a) and (b), appointed seven members to the
Committee.  The members are:

     1. Euroville S.….r.l.
        13 rue Edward Steichen, L-2540
        Luxembourg
        Attention: Tim Babich and Pushkar Acharya
           Fortelus Capital Management
        82 Pall Mall
        London SW1Y SES, United Kingdom
        Tel.: +44 (0) 20 7389 6150; +44 (0) 20 7389 6151
        Fax: +44 (0) 20 7389 6160
        E-mail: tbabich@fortelus.com
                pacharya@fortelus.com

     2. National Bank of Bahrain BSC
        P.O. Box 106
        Manama Gov?t Avenue
        Bahrain
        Attention: Raveendra Krishnan, General Manager Risk Group
        Telephone: 17205652 (direct); 17228800, ext. 5652
        Fax: 17505203
        E-mail: raveendra.krishnan@nbb.com.bh

     3. Commerzbank AG
        Gallusanlage 7
        60329 Frankfurt Am Main
        Germany
        Telephone: +496913622864 and +496913649229
        Fax: +496913629477
        E-Mail: joachim.ballerstaedt@commerzbank.com
                beand.nitche@commerzbank.com

     4. VR Global Partners, L.P.
        400 Madison Avenue, 15th Floor
        New York, NY York 10017
        Attention: Peter Clateman, Chief Legal Officer
        Telephone: (646) 571-1870
        Fax: (646) 571-1879
        E-Mail: pclateman@vrcapital.com

     5. Barclays Bank PLC
        200 Park Avenue
        New York, NY 10066
        Attention: Amy McClean, Director
        Telephone: (212) 412-3403
        Fax: (212) 412-5660

     6. Central Bank of Bahrain
        P.O. Box 27, Diplomatic Area
        Manama, Kingdom of Bahrain
        Attention: Mr. Ashley Freeman
        Mr. Khalid Hamad, Executive Director
        Telephone: +973 17547531
        E-Mail: ashley@cbb.gov.bh

     7. Arcsukuk (2011-1) Limited
        c/o BNY Mellon Corporate Trustee Services Limited
        One Canada Square
        London, E145AL.
        United Kingdom
        Attention: Zaira Jehangir, Vice President
        Telephone: +44 2079644981
        E-Mail: zairajehangir@bnymellon.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 provisional liquidator.


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

Moody's current ratings on Assurant, Inc. are:

Long Term Issuer Rating (domestic currency) ratings of Baa2

Senior Unsecured (domestic currency) ratings of Baa2

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

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

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

Preferred shelf -- PS2 (domestic currency) ratings of (P)Ba1

Commercial Paper (domestic currency) ratings of P-2

Ratings Rationale

Assurant, Inc. (Assurant; NYSE: AIZ), with senior debt rated Baa2
(stable outlook), is an insurance holding company that offers
traditional and specialized life insurance, property and casualty
insurance, and related products through its domestic and foreign
insurance and non-insurance subsidiaries. In the U.S., Assurant's
operations have leading market positions in a number of niche
product offerings, including lender-placed homeowners insurance,
extended service contracts and warranties, and credit life
insurance. The company also offers preneed funeral insurance,
individual and small group health insurance, and small group
employee benefits. On a consolidated basis, roughly 60% of the
company's revenue stems from property and casualty products and
warranty/service contracts, with the remainder coming from life
and health products. Over the next few years, there is a high
likelihood that the percentage contribution from the P&C group
will grow, and the contribution from the life and health group
will decline, given healthcare reform and questions regarding the
long term viability of a number of Assurant's health care related
products in a changing regulatory environment.

Parent company Assurant Inc.'s Baa2 senior debt rating is three
notches below the A2 IFS ratings of Assurant's lead property and
casualty companies, and two notches below the A3 IFS ratings of
its lead life and health companies. Given uncertainties at the
organization's health insurance subsidiaries, due to the need to
navigate through a quickly changing health insurance regulatory
landscape, Moody's considers the property and casualty operation,
along with the life insurance operations that are less impacted by
healthcare reform, to be the primary supporters of Assurant's debt
obligations over the medium term. For 2011 approximately 53% of
the consolidated organization's statutory capital is within the
group's P&C operations, and about 47% in the group's life and
health operations.

Rating Outlook

On February 24, 2012, Moody's changed the outlook for Assurant,
Inc. to stable from negative, reflecting declining risk that the
parent will be negatively impacted by ongoing volatility and
uncertainty in the health insurance market as a result of
healthcare reform. In the same rating action, Moody's changed the
outlook for two of the group's life insurance subsidiaries --
Union Security Insurance Company (USIC), and American Bankers Life
Assurance Company of Florida (ABLAC) -- to stable from negative.
Moody's continues however to maintain a negative outlook on two
health insurance subsidiaries -- John Alden Life Insurance Company
(JALIC), and Time Insurance Company (TIC) -- to reflect the higher
level of exposure these two units have to negative changes and
challenges brought about by healthcare reform. The outlook on
Assurant's property & casualty units remain stable.

What Could Change the Rating - Up

- An upgrade of the insurance financial strength ratings of the
   company's lead U.S. life insurance or property and casualty
   insurance subsidiaries

- Reduced catastrophe exposure in the group's P&C operations

- Life RBC ratios greater than 300%

- Consolidated financial leverage below 20%

What Could Change the Rating - Down

- A downgrade of the insurance financial strength ratings of the
   company's lead U.S. life insurance or property and casualty
   insurance subsidiaries

- Catastrophe or investment losses in excess of expectations
   (e.g. more than 10% of surplus)

- Earnings coverage below 5x

- Consolidated financial leverage exceeding 30%

- Material reduction in parent company liquid resources (i.e.
   below $500 million)

The methodologies used in this rating were Moody's Global Rating
Methodology for Life Insurers published in May 2010, Moody's
Global Rating Methodology for Property and Casualty Insurers
published in May 2010, and Short-Term Prime Ratings published in
June 2010.


AUTOTRADER.COM: S&P Rates $200 Million Term Loan 'BB+'
------------------------------------------------------
Standard & Poor's Ratings Services assigned Atlanta, Ga.-based
AutoTrader.com Inc.'s $200 million term loan A-2 its 'BB+' issue-
level rating. "We also assigned this debt a recovery rating
of '3', indicating our expectation of meaningful (50% to 70%)
recovery for lenders in the event of a payment default," S&P said.

"In addition, we affirmed our existing issue-level ratings on the
company's debt. This includes our 'BB+' rating on Autotrader.com's
revolver, following the company's proposed $200 million upsizing
to the facility. The '3' recovery rating on this debt also remains
unchanged," S&P said.

"At the same time, we revised our rating outlook on the company to
negative from stable, while affirming our 'BB+' corporate credit
rating on the company," S&P said.

"The pro forma capital structure consists of a $450 million term
loan A due 2015, a $200 million term loan A due 2017, a $400
million term loan B due 2016, and a $400 million revolving credit
facility due 2015. The company plans to use $200 million of its
incremental revolver, along with proceeds from the $200 million
term loan A due 2017, to fund the $400 million dividend to
shareholders, including Cox Enterprises Inc. (BBB/Stable/A-2), and
Providence Equity Partners LLC," S&P said.

"The ratings affirmation reflects our expectation that
AutoTrader.com will continue to grow at a moderate pace over the
near-to-intermediate term, supporting a gradual reduction of
leverage. We expect the company to reduce debt to EBITDA over the
near-to-intermediate term, barring a significant acquisition or
additional debt-funded dividends, as a result of EBITDA growth
and modest debt repayment. The negative outlook reflects a
contraction in the cushion against EBITDA declines under the total
debt leverage financial covenant. Under the proposed transaction,
we expect the cushion to narrow to around 15%, from 30% at the end
of the 2011 third quarter. The outlook revision also incorporates
our view of increased financial risk stemming from management's
more aggressive financial policy, reducing the company's financial
flexibility," S&P said.

"The company's leading market share, strong brand, and high
conversion of EBITDA into discretionary cash flow support our view
that the company's business risk profile is 'fair,'. We assess
AutoTrader.com's financial profile as 'aggressive' because of its
acquisitive growth strategy in the highly competitive online auto
advertising industry, which has low barriers to entry," S&P said.

"We continue to factor into the rating implied support from Cox
Enterprises Inc., which maintains operating control. We would rate
AutoTrader.com in the 'BB' category on a stand-alone basis. While
we do not view the AutoTrader.com debt as Cox obligations, given
the significant value of its ownership position, we believe that
Cox has incentives to provide some degree of credit support to
AutoTrader.com," S&P said.

"AutoTrader.com is the world's largest automotive classifieds
marketplace and consumer information Web site. Its business is
subject to intense competition in the online automotive
classifieds market from other online sites, as well as traditional
print and newspaper classified advertising. AutoTrader.com's
concentration of earnings from this market and some cyclicality in
the business are also key risks. Although the company has
benefited from the shift in advertising toward online platforms
and away from print, traditional media still captures the majority
of automotive advertising. AutoTrader.com generates roughly 65% of
its revenues from auto dealers, largely from relatively stable
monthly subscriptions. The next largest source of AutoTrader.com's
revenue is Kelley Blue Book (accounting for 14% of revenues),
which provides vehicle pricing information and operates KBB.com.
The company has a diverse revenue stream, with no client
accounting for more than 2% of revenues, and a strong EBITDA
margin that we expect will remain steady, if not expand," S&P
said.

"For 2012, we expect revenue and EBITDA to grow 10% or more,
reflecting growth across all segments. We estimate high-single-
digit percentage growth in dealer sales as a result of 2%-3%
growth in dealer penetration and an increase in revenue per dealer
from the sale of additional services. We also forecast double-
digit growth rates at the Kelley Blue Book and vAuto business
segments related to new product offerings, increased advertising
rates, additional page views, and some cross-selling opportunities
with the core Autotrader business. We believe the EBITDA margin
will remain around 29%, but that it could potentially expand
slightly because of the company's operating leverage," S&P said.


BAKERS FOOTWEAR: Marxe and Greenhouse Disclose 12.3% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Austin W. Marxe and David M. Greenhouse
disclosed that, as of March 30, 2012, they beneficially own
1,140,000 shares of common stock of Bakers Footwear Group, Inc.,
representing 12.3% of the shares outstanding.  As previously
reported by the TCR on March 13, 2012, Messrs. Marxe and
Greenhouse reported beneficial ownership of 1,640,000 common
shares or 17.6% equity stake.  A copy of the amended filing is
available for free at http://is.gd/bmowBv

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $14.33 million on
$131.51 million of net sales for the 39 weeks ended Oct. 29, 2011,
compared with a net loss of $14.46 million on $127.39 million of
net sales for the 13 weeks ended Oct. 30, 2010.

The Company reported a net loss of $9.29 million in fiscal year
ended Jan. 29, 2011, following a net loss of $9.08 million in
fiscal year ended Jan. 30, 2010.

The Company's balance sheet at Oct. 29, 2011, showed
$47.12 million in total assets, $67.16 million in total
liabilities and a $20.04 million total shareholders' deficit.

As reported by the TCR on May 6, 2011, Ernst & Young LLP, in St.
Louis, Mo., expressed substantial doubt about Bakers Footwear's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred substantial losses from
operations in recent years and has a significant working capital
deficiency.

                        Bankruptcy Warning

The Company noted in the Form 10-K for the fiscal year ended
Jan. 29, 2011, that its ability to maintain and ultimately improve
its liquidity position is highly dependent on sustaining the
positive sales trends that began in June 2008 and have continued
through April 2011.  Comparable store sales for the last three
quarters of fiscal year 2008 increased 4.7% and its comparable
store sales for fiscal years 2009 and 2010 increased 1.3% and
1.7%, respectively.  Through the first 12 weeks of fiscal year
2011 comparable stores sales increased 10.1%.

The Company noted that net losses in recent years have negatively
impacted its liquidity and financial position.  As of Jan. 29,
2011, it had negative working capital of $8.7 million, unused
borrowing capacity under our revolving credit facility of $3.1
million, and a shareholders' deficit of $6.0 million.

The Company stated, "If positive sales trends do not continue, or
if we were to incur significant unplanned cash outlays, it would
become necessary for us to obtain additional sources of liquidity,
or take additional cost cutting measures.  Any future financing
would be subject to our financial results, market conditions and
the consent of our lenders.  We may not be able to obtain
additional financing or we may only be able to obtain such
financing on terms that are substantially dilutive to our current
shareholders and that may further restrict our business
activities.  If we cannot obtain needed financing, our operations
may be materially negatively impacted and we may be forced into
bankruptcy or to cease operations and you could lose your
investment in the Company."


BEACON POWER: Brown Rudnick Settles $6.6-Mil. Ch. 11 Fee Fight
--------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Brown Rudnick LLP
and others representing Beacon Power Corp. in its bankruptcy cut a
deal Wednesday with the U.S. government on a disputed $6.6 million
professional fee tab, clearing the way for the company to dismiss
its Chapter 11 case.

Law360 relates that at a hearing in Delaware, Beacon told U.S.
Bankruptcy Judge Kevin J. Carey that the company's advisers had
backed off from a portion of the requested fees to appease the
U.S. Department of Energy, the company's sole secured creditor.

                          About Beacon Power

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

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

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

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

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

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


BEAZER HOMES: Deutsche Bank Ceases to Hold 5% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Deutsche Bank AG disclosed that, as of
March 30, 2012, it beneficially owns 2,708,090 shares of common
stock of Beazer Homes USA Inc. representing 3.55% of the shares
outstanding.  As reported by the TCR on Feb. 15, 2012, Deutsche
Bank reported beneficial ownership of 5,968,274 common shares or
7.71% equity stake.  A copy of the amended filing is available for
free at http://is.gd/hijDBv

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2011, showed $1.87 billion
in total assets, $1.67 billion in total liabilities, and
$200.38 million in total stockholders' equity.

                            *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) 'Caa2' probability of
default and corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating, with stable outlook, from Fitch
Ratings.

Fitch said in November 2010 that the ratings and Outlook for
Beazer reflect the company's healthy liquidity position, improved
capital structure as well as the challenges still facing the
housing market.  Fitch expects existing home sales will decline
7.5% in 2010 and increase 6% in 2011.

S&P said that although Beazer's business and liquidity profiles
have improved, S&P doesn't anticipate raising its ratings on the
company over the next 12 months because S&P expects costs
associated with the company's heavy debt load will weigh on
profitability.

As reported by the TCR on March 13, 2012, Moody's Investors
Service updated the credit opinion for Beazer Homes USA, Inc.
Moody's assigned a Corporate Family Rating of Caa2 and Probability
of Default Rating of Caa2 for Beazer Homes.  The Caa2 corporate
family rating reflects Moody's expectation that Beazer's operating
and financial performance, while improving modestly, will remain
weak over the next two years.


BELLWOOD AVENUE: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bellwood Avenue, LLC
        1900 Eastwood Road, Suite 10
        Wilmington, NC 28403

Bankruptcy Case No.: 12-02739

Chapter 11 Petition Date: April 9, 2012

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $2,800,170

Scheduled Liabilities: $3,236,064

A copy of the Company's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nceb12-02739.pdf

The petition was signed by Joel Tomaselli, member-manager of Porch
Partners, LLC, manager.

Affiliates that previously filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
John A. Elmore, II                    11-05900            08/02/11
Lionel L. Yow                         11-06011            08/05/11
Swartville, LLC                       11-08676            11/14/11


BERNARD L. MADOFF: Trustee Shelves Appeal Over UniCredit Dismissal
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. put on ice for a year his appeal from the decision
by a district judge dismissing most of a $59 billion suit against
UniCredit SpA and subsidiary UniCredit Bank Austria AG.

According to the report, Irving Picard, the Madoff trustee,
withdrew his appeal from the Feb. 22 dismissal of most of the
suit.  Mr. Picard has the right to reinstate the appeal by
April 6, 2013.

The report notes that withdrawal of the appeal allows Mr. Picard
to proceed with appeals in other cases against banks where the
circuit court will rule on the same issues that led to dismissal
of the UniCredit claims.  Should the trustee prevail in the other
cases, he can reinstitute his UniCredit appeal.

In the suit, the Madoff trustee contends that Bank Medici AG and
Sonja Kohn, its founder, worked hand in hand with Madoff going
back at least until the mid-1980s. UniCredit and its affiliates,
according to the trustee's complaint, were part of the scheme for
funneling money into the Madoff firm through feeder funds.

The UniCredit case in bankruptcy court is Picard v. Kohn, 10-
05411, U.S. Bankruptcy Court, Southern District of New York
(Manhattan). The UniCredit case in district court is Picard v.
Kohn, 11-1181, U.S. District Court, Southern District of New
York (Manhattan). The UniCredit appeal in the Court of Appeals
is Picard v. Kohn, 12-1106, 2nd U.S. Circuit Court of Appeals
(Manhattan).

                          HSBC Suit

Mr. Rocelle also reports that after HSBC Bank Plc persuaded a
district judge to dismiss the largest part of the lawsuit brought
by Mr. Picard, the judge sent the remainder of the case back to
bankruptcy court.  At the end of March, HSBC filed papers
requesting that the remainder of the suit, involving claims that
the bank received stolen customer money through so-called feeder
funds, should be taken upstairs once again to district court.
Previously, HSBC prevailed on U.S. District Judge Jed Rakoff to
take the case out of bankruptcy court on the claims that were
dismissed.

The bank contends that Judge Rakoff has withdrawn other lawsuits
from bankruptcy court similarly involving feeder funds.  HSBC says
the remainder of the suit deals with non-bankruptcy federal laws
that must be decided in district court.

The HSBC suit in bankruptcy court is Picard v. HSBC Bank Plc.,
09-01364, U.S. Bankruptcy Court, Southern District New York
(Manhattan). The HSBC suit in U.S. District Court is Picard v.
HSBC Bank Plc, 11-763, U.S. District Court, Southern District
of New York (Manhattan). The appeal in the court of appeals is
11-05175, U.S. Court of Appeals (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.


BIOLIFE SOLUTIONS: Incurs $1.9 Million Net Loss in 2011
-------------------------------------------------------
BioLife Solutions filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.95 million on $2.75 million of total revenue in 2011, compared
with a net loss of $1.98 million on $2.08 million of total revenue
in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.66 million
in total assets, $12.84 million in total liabilities and a $11.18
million total shareholders' deficiency.

For 2011, Peterson Sullivan LLP, in Seattle, Washington, expressed
substantial doubt about BioLife Solutions' ability to continue as
a going concern.  The independent auditors noted that the Company
has been unable to generate sufficient income from operations in
order to meet its operating needs and has an accumulated deficit
of approximately $54 million at Dec. 31, 2011.

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

                        http://is.gd/0g3Ohv

                     About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.


BIOVEST INTERNATIONAL: To Seek Marketing Approval for BiovaxID
--------------------------------------------------------------
Biovest International, Inc., a majority-owned subsidiary of
Accentia Biopharmaceuticals, Inc., is seeking marketing approval
in Canada for BiovaxID, its personalized cancer vaccine for the
treatment of follicular non-Hodgkin's lymphoma, an incurable
cancer of the immune system.  Biovest plans to file a New Drug
Submission later this year with Health Canada, the Agency
responsible for approving drugs in Canada.  If approved, BiovaxID
would represent the world's first cancer vaccine available for
lymphoma patients.

Biovest based its decision to pursue Canadian marketing approval
following a formal pre-filing advisory meeting with Health
Canada?s Biologics and Genetic Therapies Directorate.  The meeting
with the BGTD included a comprehensive presentation of the three
BiovaxID clinical trials conducted as part of a nearly decade-long
collaboration with the U.S. National Cancer Institute.  The data
review included long-term outcomes from two Phase II clinical
studies and a controlled, randomized, double-blinded, multi-center
Phase III clinical trial.  In addition to Company representatives,
the BGTD received presentations from two key lymphoma opinion
leaders, Larry W. Kwak, M.D., Ph.D., Chairman of the Department of
Lymphoma/Myeloma and Associate Director of the Center for Cancer
Immunology Research at the University of Texas MD Anderson Cancer
Center and Neil L. Berinstein, M.D., Professor of Medicine,
University of Toronto and Director of Translational Research,
Ontario Institute for Cancer Research.

Carlos F. Santos, Ph.D., Biovest's Senior Vice President, Product
Development & Regulatory Affairs stated, "Our meeting with
Canada's BGTD confirms the comprehensive and robust nature of our
clinical data including data from three long-running clinical
trials.  Importantly, our studies provide a substantial body of
evidence of vaccine safety and efficacy, including the first
randomized vaccine trial to show benefit in lymphoma and
demonstrate that BiovaxID provides patients with an effective and
highly-safe vaccination option to complement current treatment
options.  At the meeting, the BGTD supported the filing of an NDS
with Health Canada seeking marketing approval for BiovaxID, thus
validating more than 15-years of committed, diligent work
conducted by Biovest and the NCI.  Accordingly, we continue to
move forward with preparations for the future product launch and
commercialization assuming we obtain an approval decision for the
Canadian market."

According to M.D. Anderson's Dr. Kwak, "An urgent need exists for
improved post-chemotherapy consolidation therapies for patients
with follicular lymphoma.  While combination rituximab-
chemotherapy regimens available today often induce tumor
remissions in the early stages of treatment, these remissions
seldom last; most patients relapse within years after
discontinuing treatment. Moreover, upon relapse, the eventual
development of resistant disease means this disease remains
incurable.  With BiovaxID, we hope to offer patients a non-
immunosuppressive vaccine to consolidate the benefits achievable
with modern induction therapy, and in doing so spare them the
toxicities and relapses common to lymphoma today."  In 2010, Dr.
Kwak was the first active MD Anderson faculty member to be named
to TIME Magazine's "TIME 100" annual list of the 100 most
influential people in the world for his contributions to the
advancement of cancer vaccines.

Dr. Berinstein, who formerly led the development of cancer
vaccines at Sanofi Pasteur, commented on how BiovaxID might be
perceived if approved in Canada, "When patients are diagnosed with
lymphoma, by definition, their malignant cells have 'escaped' the
immune system, but by creating a customized vaccine using a target
protein exclusively expressed on the cancerous cells, we can add
another powerful agent to existing treatment regimens.  I'm
impressed with the BiovaxID study results to date, and I believe
Canadian patients and physicians will embrace a highly safe and
effective personalized vaccine approach that recruits the
patient's own immune system to engage in the fight against
lymphoma."

The decision to proceed with an NDS filing in Canada is a
significant step in Biovest's worldwide regulatory strategy.
Following the positive meeting result in Canada, Biovest is in the
process of conducting other clinical pre-filing meetings in
various jurisdictions including with European authorities, the
U.S. FDA and potentially other countries as part of the Company's
global commercialization plan for BiovaxID.

Biovest's President & CEO, Samuel S. Duffey, added, "It is 100%
certain that Biovest will seek marketing approval in Canada, which
represents a significant potential market opportunity for
BiovaxID.  Based on the feedback from Health Canada, we have
confidence in our ongoing worldwide regulatory strategy to seek
marketing approvals in multiple countries, supported by a
compelling body of evidence demonstrating the safety and efficacy
of BiovaxID."

                    About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

CHERRY, BEKAERT, & HOLLAND L.L.P., in Tampa, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred cumulative net losses since inception of approximately
$161 million and cash used in operating activities of
approximately $4.6 million during the two years ended Sept. 30,
2011, and had a working capital deficiency of approximately
$2.2 million at Sept. 30, 2011.

The Company reported a net loss of $15.28 million on $3.88 million
of total revenue for the year ended Sept. 30, 2011, compared with
a net loss of $8.58 million on $5.35 million of total revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $5.27 million
in total assets, $38.90 million in total liabilities, and a
$33.63 million total stockholders' deficit.


C&E HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: C&E Holdings, LLC
        10511 Jackman
        Temperance, MI 48182

Bankruptcy Case No.: 12-49084

Chapter 11 Petition Date: April 10, 2012

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

Judge: Thomas J. Tucker

Debtor's Counsel: Leon N. Mayer, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Ave., Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  E-mail: lnmayer@schaferandweiner.com

Scheduled Assets: $1,223,749

Scheduled Liabilities: $2,896,783

A copy of the Company's list of its three largest unsecured
creditors is available for free at
http://bankrupt.com/misc/mieb12-49084.pdf

The petition was signed by Earl D. Cornprobst, member.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Cheryl A. Cornprobst                   11-64918   09/21/11
Earl D. Cornprobst                     11-64917   09/21/11
Heritage Animal Hospital, Inc.


CALAIS RESOURCES: Brigus Demands Payment of $10.8 Million
---------------------------------------------------------
Calais Resources Inc. received a default notice dated March 22,
2012, from Brigus Gold Corporation pursuant to (i) the Forbearance
Agreement dated Jan. 15, 2011, (ii) the Extension Agreement dated
June 8, 2011, and (iii) the Promissory Notes referenced in the
Forbearance Agreement and Extension Agreement.  The Promissory
Notes are secured by the Company's Colorado assets.

Brigus has demanded payment of all principal, interest and fees,
which total $10,825,952, by 5:00 p.m. (Halifax, Nova Scotia time)
on March 29, 2012.  The Company is uncertain of the outcome at
this time.

                       About Calais Resources

Nederland, Colorado-based Calais Resources, Inc. (Pink Sheets:
CAAUF) is an exploration and development company and owns and
operates the Cross/Caribou gold and silver mine operations in
Colorado and the White Caps mine operation in Manhattan, Nevada.
The company is currently in the initial stages for reviewing the
reopening of the fully permitted Cross Mine which includes
planning to resume underground exploration activities in Colorado
and surface exploration in Nevada.

The Company reported a net loss of $2.11 million on $76,023 of
revenue for the six months ended Nov. 30, 2011, compared with a
net loss of $802,748 on $0 of revenue for the same period a year
ago.

The Company's balance sheet at Nov. 30, 2011, showed $254,931 in
total assets, $12.44 million in total liabilities and a $12.18
million total shareholders' deficit.


CANO PETROLEUM: Can Use Prepetition Lenders' Cash Collateral
------------------------------------------------------------
Judge Barbara J. Houser has authorized Cano Petroleum Inc. and its
debtor-affiliates to use cash collateral securing obligations
to their prepetition secured lenders on a final basis, and provide
the lenders with adequate protection.

Each Pre-Petition Secured Lender is entitled to adequate
protection of its interests in the Pre-Petition Collateral solely
for the diminution in value of the Pre-Petition Collateral.  As
adequate protection to the Pre-Petition Secured Lenders for the
aggregate Diminution in Value, the Pre-Petition Secured Lenders
are granted:

     A. Adequate Protection Liens: To the extent of any Diminution
        of Value, the Pre-Petition Secured Lenders will have valid
        and perfected additional and replacement security
        interests in all of the Debtors' assets as Adequate
        Protection Collateral.

     B. Superpriority Claims: To the extent of any Diminution of
        Value, the Pre-Petition Secured Lenders will have an
        allowed Superpriority administrative expense claim.  The
        Superpriority Claims will, subject to the Carve-Out, be
        allowed claims against the Debtors with priority over all
        administrative expenses and all other claims against the
        Debtors.

     C. Ad Valorem Taxes: All Adequate Protection Liens and
        Superpriority Claims are subject to the payment of any
        outstanding ad valorem property taxes.

All liens and claims of the Pre-Petition Secured Lenders will be
subject to the Carve-Out, in an aggregate amount not to exceed
$250,000.

As reported by the Troubled Company Reporter on March 22, 2012,
the Debtors owe $60,556,864 under a senior credit facility with
Union Bank of California as administrative agent and issuing
lender; and $16,567,376 under a junior credit facility with with
UnionBanCal Equities, Inc. as administrative agent and issuing
lender.  The Senior Secured Lenders and the Junior Secured Lenders
assert that as of the Petition Date they held valid, enforceable,
and allowable claims.

The Debtors require use of the Cash Collateral to fund, among
other things, their cash requirements for ordinary course business
operations and maintain the value of their bankruptcy estates as
they pursue the sale of their business.  The Lenders have agreed
to the cash use.

                     About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas-
based energy producer with properties in the mid-continent region
of the United States, filed for Chapter 11 bankruptcy (Bank. N.D.
Tex. Lead Case No. 12-31549) on March 7, 2012.  Other affiliates
also sought bankruptcy protection: Cano Petro of New Mexico,
Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc.,
W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., and WO Energy, Inc.  The cases are
jointly administered.

The Debtors filed for bankruptcy to pursue a sale under a joint
plan of reorganization filed on the petition date.  Cano Petroleum
have entered into a Stalking Horse Stock Purchase Agreement with
NBI Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under the Plan for $47.5 million.  The deal is subject to higher
and better offers and a possible auction.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by lawyers at Thompson & Knight LLP, in Dallas
Texas.

Cano Petroleum's consolidated balance sheet at Sept. 30, 2011,
showed $63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.  In
schedules filed with the Court, Cano Petroleum listed $1.16
million in assets and $82.5 million in liabilities.

Union Bank of California, the administrative agent and issuing
lender under the Debtors' prepetition senior credit facility; and
UnionBanCal Equities, Inc., the administrative agent and issuing
lender, under the junior credit facility, are represented by:
William A. "Trey" Wood III, Esq., at Bracewell & Giuliani LLP.


CASCADE BANCORP: Leadership Looks Ahead for 2012
------------------------------------------------
Cascade Bancorp filed its 2011 annual report on Form 10-K with the
U.S. Securities and Exchange Commission.  For the year ended Dec.
31, 2011, Cascade Bancorp recorded a net loss of $47.3 million
compared to a net loss of $13.7 million in 2010.  The 2011 loss
was primarily due to a loan loss provision of $75.0 million for
the year, $54.0 million of which related to the bulk sale of
$110.0 million of mainly non-performing and substandard loans in
September 2011.  The objective of the bulk sale was to improve the
risk profile of the Company's loan portfolio, thereby positioning
the Company for a stronger future.  As of Dec. 31, 2011, Cascade
Bancorp's wholly owned subsidiary, Bank of the Cascades, had
regulatory capital ratios in excess of 'well capitalized'
regulatory benchmarks, and at the same time maintained a reserve
for loan losses at over $43 million or 4.89% of gross loans; a
level among the highest for community banks in the West.

"The year 2011 ushered in a time of transition for the banking
industry as well as for our company," said Zink.  "As we enter our
35th year, I believe that we are moving into a position of
strength.  We believe that, for the most part, the credit problems
in our loan portfolio have been identified and addressed.  This
enables us to return Cascade to its top priority of putting local
deposits to work in the communities we serve in the form of
business and consumer loans, including mortgages.  This is our
opportunity to further enhance the vitality of the markets we
serve," he added.

According to Zink, the Bank's experienced lenders are aggressively
pursuing new opportunities to provide quality credit to help
businesses expand, foster job creation, give individuals and
families better purchasing power, and drive the economic engines
of communities in Central and Southern Oregon, Portland, Salem and
Idaho.

"I believe we have the best combination of talent, local
knowledge, expertise, passion and determination to accomplish our
lending goals," said Zink.

Earlier this year, Zink announced a pledge to lend $1 billion over
the next three years to support the economic vitality of the
Bank's local communities and customers.  When Zink made the
pledge, he said, "Bank of the Cascades is a community bank and the
success or failure of our bank resides in the success or failure
of the communities we serve."

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.


CDC CORP: Court Approves Settlement Deal With Evolution
-------------------------------------------------------
Bankruptcy Judge Paul W. Bonapfel has approved a settlement
between CDC Corp. and secured creditor Evolution Master Fund Ltd.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates that the the Debtor agreed to pay $71.35 million to
Evolution and others in satisfaction of a judgment that led in
part to the Chapter 11 filing in October.

The March 28, 2012 edition of the Troubled Company Reporter
reported the terms of the settlement agreement.

Prior to Debtor's bankruptcy filing, on Dec. 18, 2009, Evolution
CDC SPV Ltd., Evolution Master Fund Ltd., SPC, Segregated
Portfolio M and E1 Fund Ltd. filed suit against the Debtor in the
Supreme Court of the State of New York, County of New York,
alleging default under the 3.75% Senior Exchangeable Convertible
Notes due November 2011 and demanding payment of the remaining
principal portion of the Notes held by Evolution, together with
accrued, retroactive, and default interest.  On June 28, 2011, the
New York Court granted Evolution's motion for summary judgment
against Debtor in the Evolution Action, and the New York Court
subsequently entered judgment against Debtor and in favor of
Evolution.  The Debtor has appealed the Evolution Judgment.

In general, the settlement provides as:

   A. the Debtor may pay and satisfy in full the Evolution
Judgment by paying the Settlement Amount which is the sum of
$65,356,061 plus pre and post judgment interest at the rate
$32,230 per day, less a Discount.  The discount is $2,100,000, if
payment is made to Evolution on or before Oct. 31, 2012.  The
discount will equal $100,000, if payment is made to Evolution
after Oct. 31, 2012.

   B. the Settlement Date will be the day the Approval Order is
entered.  Effective upon the Settlement Date, the Debtor on behalf
of itself and its past and present officers, directors,
principals, agents, representatives and subsidiaries, and the
Estate, releases, acquits, and forever discharges the Evolution
Parties and others, from acts of commission or omission of the
Evolution Parties existing or occurring prior to the date of the
Settlement Agreement and which arise from, are related to, are
based upon, or are connected with the Evolution Litigation or
the Bankruptcy Case.

   C. The Evolution Parties covenant and agree not to institute
any cause of action against the Estate, except that a proof of
claim may be filed on the Evolution Judgment.

   D. Evolution will have an allowed claim in the Bankruptcy Case
in the Settlement Amount for all purposes, including voting and
payment.

   E. Not later than 10 days after entry of the Approval Order,
Debtor will dismiss or cause to be dismissed with prejudice, the
Appeal and the CDC Action.

                            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.


CENTRAL CONCRETE: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Central Concrete Pumping, Inc.
        2323 West Oxford Avenue
        Englewood, CO 80110

Bankruptcy Case No.: 12-17031

Chapter 11 Petition Date: April 10, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Michael J. Guyerson, Esq.
                  ONSAGER, STAELIN & GUYERSON, LLC
                  1873 S. Bellaire St., Ste. 1401
                  Denver, CO 80222
                  Tel: (303) 512-1123
                  Fax: (303) 942-3502
                  E-mail: mguyerson@comcast.net

Scheduled Assets: $9,781,509

Scheduled Liabilities: $16,658,972

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cob12-17031.pdf

The petition was signed by Jeffrey C. Moll, president.


CENVEO CORP: Moody's Says Downsized Notes Issue No Rating Impact
----------------------------------------------------------------
Moody's Investors Service said that Cenveo Corporation's downsized
senior unsecured notes issue, to $225 million from $450 million
with part of the $225 million decrement filled by way of an
unrated $75 million senior unsecured convertible notes issue,
would be rated at the same Caa2 level as was initially
contemplated when the transaction was launched. In addition, since
the reduced aggregate transaction size resulted in $150 million of
Caa2-rated senior subordinated notes due December, 2013 to remain
outstanding, and as related refinance risks were the primary
reason for the ratings outlook to be negative, the outlook remains
unchanged. All other ratings remain unchanged and were affirmed,
including the company's B3 corporate family rating (CFR) and B3
probability of default rating (PDR), the Ba3 senior secured credit
facility rating, the B3 rating for its second lien notes issue and
the Caa2 rating of the $150 million residual of its senior
subordinated notes.

As a purely administrative matter, since Cenveo Inc. is a publicly
traded holding company that owns 100% of Cenveo Corporation and
guarantees all of Cenveo Corporation's debts and as all financial
information is in the name of Cenveo Inc., the CFR, PDR, SGL
rating and ratings outlook were moved to Cenveo Inc. from Cenveo
Corporation. In addition, ratings for debt issues retired by way
of recent tender offers (10.5% Senior Unsecured Global Notes due
08/15/2016 and USD 8.375% Sr. Sub. Global Notes due 06/15/2014)
were withdrawn.

The following summarizes Cenveo's ratings and the rating actions:

  Issuer: Cenveo Corporation

    Senior Unsecured Regular Bond/Debenture, Affirmed at Caa2
    with the LGD assessment revised to (LGD5, 79%) from (LGD5,
    82%)

    Corporate Family Rating, Affirmed at B3 (and moved to Cenveo
    Inc.)

    Probability of Default Rating, Affirmed at B3 (and moved to
    Cenveo Inc.)

    Speculative Grade Liquidity Rating, Unchanged at SGL-3 (and
    moved to Cenveo Inc.)

    Outlook, Affirmed as Negative (and relocated to Cenveo Inc.)

    Senior Secured Bank Credit Facility, Affirmed at Ba3 (LGD2,
    14%)

    Senior Secured Second Lien Notes, Affirmed at B3 with the LGD
    assessment revised to (LGD3, 45%) from (LGD3, 46%)

    Senior Subordinated Regular Bond/Debenture, Affirmed at Caa2
    with the LGD assessment revised to (LGD6, 93%) from (LGD5,
    89%)

Ratings Rationale

Cenveo's B3 ratings result primarily from limited debt repayment
capacity that stems from the inter-relationship of significant
interest expense resulting from elevated financial leverage along
with industry-specific systemic issues that limit growth prospects
and suppress operating margins. With EBITDA margins of only 10%-
to-12% and with interest expense amounting to some 60% of EBITDA,
cash flow from operations is a relatively weak proportion of
revenues (all figures incorporate Moody's standard adjustments).
The rating draws support from the company's very low capital
intensity. However, while low capital intensity can be a positive
feature as it facilities free cash flow generation, Moody's thinks
low capital intensity results more from poor return prospects that
cause capital rationing than from asset productivity gains. The
poor return arithmetic, in turn, stems from the secular decline of
core printing activities and Moody's thinks that operational risks
are increasing over time. As well, visibility of forward activity
levels is opaque and the timing and magnitude of future growth (or
secular decline) is highly uncertain. Moody's anticipates only
modest top-line growth and expect little in the way of margin
expansion. With that and given the correlation of results with
general economic conditions, liquidity is an important
consideration. Cenveo maintains adequate liquidity.

Rating Outlook

Uncertainties related to refinance activities and Cenveo's ability
to access appropriate amounts of junior capital on a timely and
cost-effective basis, combined with ongoing business risks and a
still over-leveraged capital structure, cause the rating outlook
to be negative.

What Could Change the Rating - Up

Moody's would consider an upgrade if TD/EBITDA leverage were
expected to be reduced to 6.0x or lower on a sustained basis and
positive free cash flow were expected to be sustained at
approximately 5% of total debt (in both case, incorporating
Moody's standard adjustments). A rating upgrade would also have to
involve assurance of solid liquidity arrangements, an absence of
near-term refinance risks, improved industry fundamentals, and a
somewhat stabilized business platform.

What Could Change the Rating - Down

Since potential default risk increases as the refinance window
shrinks, a lack of progress in refinancing near term debt
maturities may provide a catalyst for near term ratings actions.
In addition, Moody's would consider Cenveo's ratings for potential
downgrade if free cash flow generation was expected to be minimal
or negative for a prolonged period and/or if TD/EBITDA was
expected to be in excess of 7x on a sustained basis. A debt-
financed acquisition of more than nominal size and/or adverse
liquidity developments (in addition to those related to refinance
matters) could also result in downward rating pressure.

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


CERTENEJAS INCORPORADO: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Certenejas Incorporado
          aka Hotel Flor Del Valle
              Motel El Eden
              Motel Molino Azul
              Motel Molino Rojo
              Motel Las Palmas
              Motel El Rio
        Road #172
        KM 7.5
        Cidra, PR 00739

Bankruptcy Case No.: 12-02806

Chapter 11 Petition Date: April 11, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

About the Debtor: The Debtor owns these motels or short-term guest
                  houses in Puerto Rico.  A copy of the schedules
                  filed with the petition is available for free at
                  http://bankrupt.com/misc/prb12-02806.pdf

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A. CURPILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@cuprill.com

Scheduled Assets: $27,678,319

Scheduled Liabilities: $45,290,102

The petition was signed by Luis J. Meaux Vazquez, president.

Affiliates that previously filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Luis J. Meaux Vazquez and
  Marta I. Mu¤iz                      09-08474            10/02/09

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Banco Popular de Puerto Rico       Secured Bank Loans  $14,010,420
Bankruptcy Department
G.P.O Box 366818
San Juan, PR 00936

Angel Vazquez Toro                 Second Mortgage      $1,220,162
P.O. Box 695
Vega Baja, PR 00694-0000

Compa¤ia de Turismo de PR          Room Taxes             $488,147
P.O. Box 9024000
San Juan, PR 00902-4000

Edna Rivera                        Amount Due Under       $304,833
P.O. Box 373038
Cayey, PR 00737

Internal Revenue Services          Payroll Taxes          $196,891

Departameto de Hacienda de PR      Income Taxes           $182,798

Farm Service Agency                Farm Loan              $164,381

Doral Financial Corp.              Mortgage Loan          $100,005

Ruben Rosado                       Personal Loan           $87,500

Crim                               Personal Property       $78,852
                                   Tax

Jose Mulero                        Cash Loan               $66,000

PR Electric Power Authority        Electric Power          $60,486
                                   Services

Waine Balines                      Laundry Services        $53,125

Nelida Melendez                    Personal Loan           $23,500

Malecon Center ? Administration    Administration Fees     $22,000

Xavier Jose Meaux Mu¤iz            Personal Loan           $19,200

Municipio de Rio Grande            Municipal Taxes         $11,604

International Security Enforce     Security Services        $2,856

Puerto Rico Telephone Co.          Telephone Services       $1,728

Conwaste, Corp.                    Waste Disposal             $870
                                   Services


CHINA NORTH: Gets NYSE Notice of Delisting
------------------------------------------
China North East Petroleum Holdings Limited has received a letter
dated April 4, 2012 from NYSE Regulation, Inc. in which NYSE Staff
allege the Company no longer complies with NYSE's continued
listing standards as set forth in the Company Guide and its
securities are, therefore, subject to delisting from the NYSE.

In general, the NYSE allegations primarily relate to issues
concerning documentation and disclosures for transactions between
the Company and related parties, including those identified in the
John Lees & Associates report to the Company, dated July 2010, and
the failure of the Company to file its Form 10-K for 2011 on time.
Additional information regarding the April 4, 2012 letter from
NYSE can be found in the Company's filing on form 8-K made with
the SEC.

The Company intends to appeal the attempted delisting before the
Listing Qualifications Panel of the NYSE and will on or before
April 11, 2012, submit a formal request for hearing before the
Listing Qualifications Panel.  According to NYSE, hearings on such
matters are scheduled within 45 days of the date the request for
hearing is submitted. After the hearing, the Company understands
that the Panel will issue a written decision.  Should the Company
disagree with the Panel Decision, the Company may seek review of
the Panel Decision by the Committee on Securities.

There can be no assurance that the Panel will grant the Company's
request for continued listing on the NYSE Amex.About China North
East Petroleum

China North East Petroleum Holdings Limited --
http://www.cnepetroleum.com/-- is an independent oil company that
engages in the production of crude oil in Northern China.  The
Company is a pioneer in China's private oil exploration and
production industry, and the first Chinese non-state-owned oil
company trading on the NYSE Amex.

The Company has a guaranteed arrangement with the PetroChina to
sell its produced crude oil for use in the China marketplace.


CHRIST HOSPITAL: Interest and Maturity of HFG Financing Modified
----------------------------------------------------------------
The Hon. Morris B. Stern of the U.S. Bankruptcy Court for the
District of New Jersey has approved modifications to certain terms
of the DIP facility provided by HFG Healthco-4 LLC and Healthcare
Finance Group LLC to Christ Hospital.

The Debtor, the Committee and HFG have agreed that the terms of
the DIP Facility will be modified as follows:

     A. Interest Rate-LIBOR Floor: In respect of the Revolving
        Loan, the definition of "LIBOR" in the Prepetition
        Revolving Loan Agreement will be revised to state, as of
        the Modification Effective Date: "for any Interest Period,
        means the greater of (i) the rate per annum established by
        the Program Manager two business days prior to the first
        day of such Interest Period based on an annualized 30-day
        interest rate equal to the offered rate that appears on
        Reuters Screen LIBOR01 Page, U.S. dollar deposits on the
        date of determination and (ii) 2.00%."

     B. Interest Rate-LIBOR Spread: In respect of the Revolving
        Loan, as of the Modification Effective Date, the interest
        rate "spread" above LIBOR will be 5.5%.

     C. Maturity Date: As of the Modification Effective Date, the
        "Maturity Date" will be July 31, 2012.

HFG committed to provide up to $20 million in revolving loans and
up to $4 million in term loans.  HF-4 is the revolving lender and
HFG is the term lender.  HFG also acts as agent for the Revolving
Loan and the Term Loan.  On Feb. 7, Christ Hospital was granted
interim permission to borrow up to $8.828 million under the
revolving facility and up to $3 million from the term loans
facility.

The DIP Facility initially provided for an Aug. 6, 2012 maturity
date, so long as there are no continuing Events of Default the
Maturity Date may be extended to Nov. 6, 2012, if as of July 31,
2012, the Debtor can establish to the reasonable satisfaction of
the Lender Parties that it has sufficient liquidity (including
from proceeds of the DIP Facility) to fund its operations in the
ordinary course of business through Nov. 6, 2012.

Prior terms of the DIP facility provide that interest rate for the
Revolving Loan will be LIBOR (subject to a 3% floor) plus 7.75%
and the interest rate for the Term Loan will be equal to the
effective yield under the Revolving Loan.

The terms of the DIP Facility were previously reported by the
Troubled Company Reporter on Feb. 27, 2012.

The DIP Modifications will be effective no later than March 30,
2012, the Good Faith Deposit of Purchaser will be converted and
available for use as Supplemental Buyer Financing, with the terms
of the financing including the applicable order, financing term
sheet, and subordination terms with HFG all in form reasonably
acceptable to HFG and entered into by the applicable parties.

The Debtor will promptly, and in no event later than one business
day following receipt thereof, provide HFG with copies of all
status reports received from Purchaser under the Purchase
Agreement, or if not in writing with oral reports by phone or
written summaries of such reports.

In addition, these subparagraphs will be additional Events of
Default under the DIP Facility and will be incorporated into the
DIP Loan Agreement:

    (a) Termination of the Purchase Agreement, by either the
        Debtor or the Purchaser for any reason;

    (b) Either the Debtor or the Purchaser provides a notice of
        termination under the Purchase Agreement; provided that it
        shall not be an Event of Default for two business days
        after Purchaser delivers a notice of termination so long
        as the Supplemental Buyer Financing has not been exhausted
        and remains available for funding during that time;

    (c) There exists an unwaived right of termination in favor of
        either the Debtor or the Purchaser under the Purchase
        Agreement;

    (d) Termination of the Supplemental Buyer Financing, by either
        the Debtor or the Purchaser; provided that it shall not be
        an Event of Default for two business days after Purchaser
        delivers a notice of termination so long as the
        Supplemental Buyer Financing has not been exhausted and
        remains available for funding during that time;

    (e) Either the Debtor or the Purchaser provides a notice of
        termination of the Supplemental Buyer Financing or the
        maturity date of the Supplemental Buyer Financing shall
        have occurred;

    (f) There is an unwaived event of default or failure to
        satisfy all funding conditions under the Supplemental
        Buyer Financing; or

    (g) There is a modification to, agreement to modify, or a
        filed motion to modify the Purchase Agreement, the Sale
        Order or the Supplemental Buyer Financing without HFG's
        consent, which shall not be unreasonably withheld.

HFG provided secured loans to the Debtor pre-bankruptcy.  As of
the bankruptcy filing date, the Debtor owed HFG $6.828 million in
revolving loans.  The Debtor also owed $10.6 million under
prepetition term loans with HFG.  Prime Healthcare Services Inc.
holds last-out participation interests in the prepetition term
loan of roughly $5.6 million.

The Debtor's assets, however, are also encumbered by claims of the
Pension Benefit Guaranty Corporation.  As a result of the
Hospital's failure to meet minimum funding requirements on its
defined benefit pension plan, beginning in 2007, and continuing
through 2011, the PBGC filed liens totaling $25,964,520, which
served to perfect the PBGC's interests in the Hospital's assets as
collateral security for unfunded, minimum funding requirements
owed by the hospital to the PBGC and the Internal Revenue Service.

On Aug. 9, 2011, Christ Hospital filed a distressed termination
application with the PBGC, which triggered termination liability
subsuming and eclipsing the unpaid minimum funding obligations.
That termination liability is estimated at roughly $130 million.
On Oct. 10, 2011, the PBGC granted the hospital's request,
terminated the plan, and now serves as statutory trustee of the
plan as of Jan. 4, 2012.

On March 27, 2008, HFG, HF-4 and the PBGC entered into a
subordination agreement pursuant to which PBGC agreed that all of
its claims and liens will remain at all times subject and
subordinate to the HFG/HF-4 liens up to the amount of $22 million.

The DIP Facility requires the Debtor to pay additional fees,
including a $175,000 facility fee and a $175,000 exit fee, which
is earned on the Initial Funding Date and which is payable on the
earlier of the Maturity Date and the Termination Date.

                     About Christ Hospital

Christ Hospital, a 367-bed acute care hospital located in Jersey
City, New Jersey, filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012, after an attempt to sell the
business fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.  DIP lender HFG is represented in the Debtor's case
by Benjamin Mintz, Esq., at Kaye Scholer LLP and Paul R. De
Filippo, Esq., at Wollmuth Maher & Deutsch LLP.

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

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

In December 2011, the Debtor struck a deal to sell its assets to
Prime Healthcare Services.  Melanie Evans at ModernHealthcare.com
reported that Prime offered $35 million for the not-for-profit
Christ Hospital.

The tandem of Community Healthcare Associates and LibertyHealth
System, and rival Hudson Hospital Holdco, which were Christ
Hospital's other prepetition suitors, submitted revised proposals
to the Bankruptcy Court to acquire the facility.  In March 2012,
the Bankruptcy Court authorized Christ Hospital to sell its
facility to Hudson Hospital Propco LLC and Hudson Hospital Holdco
LLC in exchange for $29,496,000 cash, assumption of certain
liabilities, payment of $3,500,000 to satisfy a portion of the
Seller's obligations to the PBGC and payment of transfer taxes due
in connection with the closing of the transactions, currently
estimated to be $300,000 and the cost of all director and officer
"tail" insurance coverage, in the amount currently estimated to be
$150,000.

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


CHRIST HOSPITAL: Final DIP Hearing Scheduled for April 16
---------------------------------------------------------
The Hon. Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey, in an interim order, authorized Christ
Hospital, to:

   -- obtain postpetition financing from Hudson Hospital Propco,
LLC and Hudson Hospital Opco, LLC (Deposit DIP lender or
purchaser); and

   -- grant the Deposit DIP lender assurances for the full and
timely payment of the Deposit DIP Financing by granting the
Deposit DIP lender a replacement lien, and a superpriority
administrative expense claim status, subject only to carve out and
senior liens.

The Debtor has an immediate need to obtain the Deposit DIP
Financing and to continue with the postpetition financing from HFG
Healthco-4 LLC and Healthcare Finance Group LLC, because the
Debtor does not have sufficient available sources of working
capital and financing to carry on the operation of its businesses
until the closing of the sale of substantially all of its assets
to the purchaser.

The Deposit DIP lender agreed to provide cash advances and other
extensions of credit in an aggregate principal amount of up to
$5,000,000 through a multi-draw term loan.

The Deposit DIP Financing will be:

   1. junior and subordinate to the carve out and liens and claims
of HFG under the HFG Loan Documents not to exceed $22,300,000
without the consent of the lender;

   2. senior and of higher priority than liens and claims of the
PBGC, but only up to the principal amount of the Deposit DIP
Financing doe not exceed $26,000,000; and

   3. junior and subordinate to the PBGC liens and claims to the
extent that the principal amount of HFG liens and claims under the
HFG Loan Documents exceeds $26,000,000.

The Debtor is also authorized to use the cash collateral until the
occurrence and continuation of a breach of the Deposit DIP
Financing Documentation or purchase agreement.

An April 16, 2012, final hearing is set to consider the Debtor's
request.

                     About Christ Hospital

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

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.  The Debtor disclosed $37,575,746 in assets and
$96,433,231 in liabilities as of the Chapter 11 filing.

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

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

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

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

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

On Feb. 15, 2012, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.


CITIZENS CORPORATION: Trustee Taps Harwell Howard as Counsel
------------------------------------------------------------
Gary M. Murphey, the trustee in the Chapter 11 case of Citizens
Corporation, asks from permission from the Hon. Marian F. Harrison
of the U.S. Bankruptcy Court for the Middle District of Tennessee
to employ Harwell, Howard, Hyne, Gabbert & Manner, P.C., as his
legal counsel, effective as of March 19, 2012.

The Trustee asks to employ H3GM to, among other things, provide
the Trustee legal advice with respect to his powers and duties as
Trustee, on these hourly rates:

           Principals                         $300-$550
           Senior Associates
           (4-6 years' experience)            $250-$295
           Junior Associates
           (0 - 4 years' experience)          $190-$225
           Paralegals                         $140-$185

To the best of the Trustee's knowledge, H3GM is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Court will hold a May 1, 2012 hearing on the Trustee's request
for authorization to employ H3GM as legal counsel.

                       About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II, presides over the case.  The Debtor
employed Robert J. Mendes, Esq., at MGLAW, PLLC, as its counsel.
Marion Ed Lowery, a former owner of Peoples State Bank of Commerce
of Nolensville and various other entities, serves as chairman of
the company.  He signed the Chapter 11 petition.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq., at Burr & Forman LLP.

Citizens listed assets and liabilities showing property worth
$40.1 million and debt of $17.8 million.

Citizens filed a reorganization plan offering to pay all
creditors in full over time, including Tennessee Commerce Bank and
other secured lenders owed $17.3 million.  Unsecured creditors,
owed a combined $81,000, would be paid off in equal installments
over five years.

On Feb. 27, 2012, the Court granted the request of lender Legends
Bank for appointment of a Chapter 11 trustee.  The Court held that
an independent person must review many of the transactions
involving CEO Ed Lowery, and its wholly owned subsidiary,
Financial Data Technology Corporation.


CLARE OAKS: Decision Period on St. Joseph Lease Extended to July 2
------------------------------------------------------------------
Judge Pamela Hollis has extended the time that Clare Oaks must
assume or reject a Ground Lease dated July 1, 2006, with the
Sisters of St. Joseph of the Third Order of St. Francis, Inc., to
and including July 2, 2012.

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLARE AT WATER TOWER: Changes to Bidding Procedures Approved
------------------------------------------------------------
The Bankruptcy Court has approved modifications to the bidding
procedures proposed by The Clare at Water Tower and approved on
March 21, 2012.  Specifically, the requirement in Section II of
the Bidding Procedures that bidders provide their bids by
certified mail is waived.  As a result, bids are to be provided
only by e-mail on or before the date and time, and to the parties
specified in, the Bidding Procedures.

As reported by the Troubled Company Reporter on April 10, 2012,
procedures approved by the U.S. Bankruptcy Court require initial
bids to be submitted April 10, 2012.  An auction was scheduled for
April 12, 2012.  The Debtor will identify the successful bidder by
April 23, 2012.

The Debtor has reached a deal with Chicago Senior Care LLC to
become the stalking horse bidder.  Chicago Senior Care will buy
the assets for $29.5 million in cash, absent higher and better
offers.

Chicago Senior Care will also assume certain liabilities.  If
Chicago is outbid at the auction, it will receive a break-up fee
of $1.35 million and expense reimbursement of up to $600,000.

The Debtor, with the assistance of Houlihan Lokey, said it would
continue to market the assets up to the bid deadline.

                   About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Houlihan Lokey Capital, Inc., as its investment banker and
financial advisor.  Deloitte Financial Advisory Services LLP
serves as restructuring advisor.  Epiq Bankruptcy Solutions serves
as claims and noticing agent.  The Debtor, in its amended
schedules, disclosed $56,778,671 in assets and $321,747,63 in
liabilities.  The petition was signed by Judy Amiano, president.

The Official Committee of Unsecured Creditors proposed to retain
SNR Denton US LLP as counsel.  The Committee also tapped FTI
Consulting, Inc., as its financial advisor.


COMMUNITY MEMORIAL: Status Conference Today
-------------------------------------------
Cheboygan Daily Tribune reports that there was no update Wednesday
involving McLaren Health Care Corporation's attempts to purchase
Cheboygan Memorial Hospital, despite a scheduled conference call
during the afternoon.

"No comment," said Shari Schult, the Chief Executive Officer of
the CMH, when contacted on Wednesday evening, Daily Tribune
relates.

Daily Tribune relates Mr. Schult did acknowledge the call took
place, involving CMH, McLaren and several secured and unsecured
creditors involved with CMH's Chapter 11 bankruptcy -- including
the Center for Medicare and Medicaid Services.  The call was
approximately an hour long.

Daily Tribune says Wednesday's discussion was expected to be a
crucial step in the negotiations between McLaren and CMS, which is
responsible for overseeing Medicare and Medicaid billing,
following the 'wind down' of CMH on April 3.

Daily Tribune notes all parties are expected to be at U.S.
Bankruptcy Court in Bay City Friday during a Chapter 11 Status
Conference.  The hearing is scheduled for 1 p.m.

Rachel Brougham, writing for Northern Michigan Review, reported
that Cheboygan Memorial wound down its services and closed its
doors on April 2, 2012, after the proposed sale to Flint-based
McLaren came to a halt.  Northern Michigan Review reported that
administrators at Cheboygan Memorial said the problem surrounding
the sale is with recertification requirements and licensure of its
emergency services and outpatient surgery area.  Northern Michigan
Review said CMS is unwilling to grant a waiver to allow McLaren
Health Care to immediately operate those areas as planned without
additional surveys being completed.

According to Daily Tribune, since the closure, McLaren has worked
with former CMH physicians and staff, hiring back 55 employees,
and re-opened several clinics in Cheboygan.  Due to ongoing
bankruptcy proceedings, McLaren has been unable to re-open the
clinics or any other portion of the CMH campus as it continues
negotiations with CMS.

                About Community Memorial Hospital

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

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


CONSTELLATION BRANDS: S&P Gives 'BB+' Rating on $400M Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue level
and '3' recovery ratings to Constellation Brands' proposed $400
million senior unsecured notes due 2022. "At the same time, we
affirmed our ratings on Constellation Brands, including the 'BB+
corporate credit rating. The outlook is stable," S&P said.

"Constellation Brands will issue the notes under the company's
Rule 415 shelf registration. Constellation Brands has indicated
that it plans to use the net proceeds from this offering to reduce
a portion of its outstanding indebtedness under its term loan, for
working capital and other general corporate purposes, including
share repurchases," S&P said.

"The ratings on Constellation Brands reflect the company's
'satisfactory' business risk profile and 'significant' financial
risk profile. Key credit factors considered in our business risk
assessment include the company's diverse portfolio of consumer
brands and historically strong cash generation in the highly
competitive beverage alcohol markets, yet relatively narrow
business and geographic focus. Our financial risk profile
incorporates Constellation Brands' moderate financial policy,
adequate liquidity, and key credit measures that we believe will
remain within or near indicative ratio ranges for a significant
financial profile," S&P said.

"We expect Constellation Brands' financial performance will be
maintained despite lingering weak macroeconomic conditions, and
its credit measures will remain within or near levels consistent
with a significant financial risk profile," said Standard & Poor's
credit analyst Jean Stout.


COUGAR OIL: Directors Resigned Effective April 10
-------------------------------------------------
Cougar Oil and Gas Canada, Inc. disclosed that Mr. Hamilton, Mr.
Galachiuk, Mr. Owens and Mr. Lischka resigned as directors of the
Company effective April 10, 2012.  The current financial condition
of the Company was given as the reason for the resignations.

While under CCAA protection, the Company will continue with its
day to day operations with the assistance of Ernst & Young Inc. in
its capacity as the Court-appointed Monitor of the Company.  The
Company anticipates presenting a restructuring Plan to its
creditors in these CCAA proceedings and will issue a further press
release on or before May 23, 2012 to provide an update regarding
the status of the Plan and the CCAA proceedings generally.

While under the CCAA, the Company will not be filing audited
financials on SEDAR or EDGAR.


CUSTER ROAD: Has OK to Hire Richard W. Ward as Bankruptcy Counsel
-----------------------------------------------------------------
Custer Road Marketplace, Ltd., obtained authorization from the
U.S. Bankruptcy Court for the Eastern District of Texas to employ
Richard W. Ward, Esq., as bankruptcy counsel under a general
retainer in accordance with Mr. Ward's normal hourly rate of $350
per hour.

As reported by the Troubled Company Reporter on Feb. 27, 2012, Mr.
Ward was contacted in December 2011 by representatives of the
Debtor regarding issues related to loans from Legacy Texas Bank to
CRM and the possibility of resolving issues with Legacy through
bankruptcy proceedings.  Mr. Ward provided legal services to CRM
through the bankruptcy filing date, including drafting of a plan
of reorganization that was transmitted to Premier's counsel in an
effort to settle matters without a bankruptcy filing.  Mr. Ward
was paid $3,500 for the pre-petition services rendered to CRM.
The payment was made from a retainer in the amount of $30,000, a
capital contribution to CRM from Stan Graff, manger of CRM/GP LLC,
general partner of Curter Road Marketplace.  In addition to the
payment of Mr. Ward's pre-petition fees, he was reimbursed the
filing fee of $1,046 for CRM's Chapter 11.

Custer Road Marketplace, Ltd., filed for Chapter 11 bankruptcy
(Bankr. E.D. Tex. Case no. 12-40312) on Feb. 7, 2012.  Judge
Brenda T. Rhoades presides over the case.  In its schedules, the
Debtor disclosed $23,183,800 in total assets and $19,257,403 in
total liabilities.


CUSTER ROAD: Has Nod to Hire Neugent & Helbing as Appraiser
-----------------------------------------------------------
Custer Road Marketplace, Ltd., obtained authorization from the
U.S. Bankruptcy Court for the Eastern District of Texas to employ
Ross C. Helbing of Neugent & Helbing, Inc., as appraiser.

As reported by the Troubled Company Reporter on March 28, 2012,
Helbing will assist in valuing the principal asset of the Debtor,
real estate, for purposes of proposing and confirming a plan of
reorganization.  The Debtor will pay Helbing a fee of $6,500 to
prepare an appraisal of the Debtor's principal asset, real
property.  The Debtor will also pay Helbing an hourly rate of $250
with a minimum of $1,000 for deposition and trial preparation and
testimony and assistance with evaluation of any other appraisals
and depositions and trial testimony of any other experts.  Helbing
has received a retainer of $3,500 from the Stanley V. Graff
Irrevocable Trust.

Custer Road Marketplace, Ltd., filed for Chapter 11 bankruptcy
(Bankr. E.D. Tex. Case No. 12-40312) on Feb. 7, 2012, estimating
$10 million to $50 million in assets and debts.  Richard W. Ward,
Esq., serves as the Debtor's bankruptcy counsel.  Judge Brenda T.
Rhoades presides over the case.  In its schedules, the Debtor
disclosed $23,183,800 in total assets and $19,257,403 in total
liabilities.


DALLAS ROADSTER: US Trustee Wants Chapter 11 Case Dismissed
-----------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, asks the U.S.
Bankruptcy Court for the Eastern District of Texas to dismiss or
convert to Chapter 7, Dallas Roadster, Limited, and IEDA
Enterprise, Inc.'s Chapter 11 bankruptcy case.

The U.S. Trustee says that the Debtors have both failed to file
the required Monthly Operating Reports for the months of January
2012 and February 2012.  According to the Trustee, Dallas Roadster
is delinquent in the payment of quarterly fees for the fourth
quarter of 2011 in the amount of $650.  Without the Operating
Reports it is impossible to determine what financial activity has
occurred since the Petition Date, the Trustee says.

The Court will hold a hearing on the U.S. Trustee's request on
April 30, 2012, at 1:30 p.m.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq. --
mike@demarcomitchell.com and robert@demarcomitchell.com -- at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DIPPIN' DOTS: Fischer Offers to Buy Business for $12.7 Million
--------------------------------------------------------------
Dippin' Dots Inc. will seek bankruptcy court permission at a May 2
hearing to sell its business to an affiliate of investment firm
Fischer Enterprises LLC for $12.67 million.

In the cash transaction, the affiliate -- Dippin' Dots LLC --
would assume ownership of the cash, accounts, inventory, real
estate, brand rights, intellectual property and more to bring
Dippin' Dots Inc. out of Chapter 11, Bankruptcy Law360 relates
citing a motion for approval filed in Kentucky bankruptcy court.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates that Regions Bank, the secured lender owed $10.8 million
when the bankruptcy began, agreed to advance an additional $1.5
million before the sale is completed. If the loan is made, it will
be added to the purchase price.  The bank agreed to carve out
$250,000 from what it otherwise would receive to allow payment to
unsecured creditors.  The carveout is in addition to money the
bank previously set aside for payment of professional fees.

According to the report, the buyer will assume the obligation of
paying bills owing to suppliers for goods delivered after
bankruptcy.  Assuming the bankruptcy judge agrees, the sale will
be completed without holding an auction seeking a higher offer.

                        About Dippin' Dots

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

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

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

In February 2012, Regions Bank filed a motion seeking appointment
of a Chapter 11 trustee.  After talks with the Debtor, Regions
consented to having a chief restructuring officer.  Regions wanted
a trustee in part based on allegations that the company's chief
executive fraudulently transferred his ownership of a franchising
affiliate to prevent the bank from attaching the affiliate in
satisfaction of debt on a guarantee.


DYNEGY INC: Gets Non-Compliance Notification From NYSE
------------------------------------------------------
Dynegy Inc. disclosed that on April 5, 2012, the Company was
notified by the New York Stock Exchange that it was not in
compliance with NYSE's continued listing standard that requires
that the average closing price of a listed company's common stock
not fall below $1.00 per share for any consecutive 30-trading-day
period.

Under NYSE rules, Dynegy has a period of six months from the
receipt of the NYSE notice to regain compliance with the minimum
share price requirement.  During the interim period, Dynegy's
common stock will continue to be listed and traded on the NYSE,
subject to the Company's compliance with other NYSE continued
listing requirements.  Dynegy will notify the NYSE of the steps it
will take to cure this price deficiency within the prescribed
timeframe.

                       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).


EARTHBOUND HOLDING: S&P Revises Outlook on 'B' CCR to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
San Juan Bautista, Calif.-based Earthbound Holding III LLC to
negative from stable. "At the same time, we affirmed our 'B'
corporate credit rating and 'B+' senior secured rating on the
company, and left our '2' recovery rating unchanged. At Dec. 31,
2011, Earthbound Holding had approximately $329 million of total
debt outstanding," S&P said.

"The outlook revision is based on Earthbound's diminished EBITDA
cushion on its financial covenants as well as deteriorating
operating performance and credit measures in 2011," said Standard
& Poor's credit analyst Jeffrey Burian.

"Key credit factors considered in Standard & Poor's business risk
assessment of Earthbound include the company's narrow product
focus, limited international presence, and its participation in
the produce industry, which we believe is subject to
uncontrollable factors such as potential supply disruption,
weather, and crop disease. Additionally, we considered the
company's good market positions in the expanding organic produce
category, its customer diversity, and its well-recognized brand
name," S&P said.

"Our view of Earthbound's financial risk profile reflects the
company's significant debt burden within a volatile industry,
aggressive financial policy, and our assessment of its less-than-
adequate liquidity. Earthbound remains highly leveraged and we
believe credit measures have weakened as a result of the decline
in operating results," S&P said.

"The negative outlook reflects our estimate that covenant cushion
may tighten further, given our uncertainty about improvement in
its weakened operating performance and scheduled step-downs," S&P
said.


EASTMAN KODAK: Taps Jones Day for Fujifilm Suit
-----------------------------------------------
Eastman Kodak Co. has filed an application to employ Jones Day as
special litigation counsel.

Jones Day will represent Eastman Kodak in patent-infringement
lawsuits including one filed by Fujifilm Corp. against the
company in the U.S. District Court in Manhattan.

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

Jones Day will be paid on an hourly basis and will receive
reimbursement of its expenses.  The firm's hourly rates range
from $446 to $775 for partners; $270 to $600 for associates and
counsel; and $135 to $225 for paralegals and others who provide
professional support services.

James Wamsley III, Esq., a partner at Dow Jones, disclosed in a
declaration that the firm does not represent or hold interest
adverse to Eastman Kodak or its estate.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (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 are 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.  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.

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.  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.

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: Committee Taps Milbank for Plan Matters
------------------------------------------------------
The Official Committee of Unsecured Creditors in Eastman Kodak's
cases asked the U.S. Bankruptcy Court in Manhattan to approve the
hiring of Milbank, Tweed, Hadley & McCloy LLP as its legal
counsel.

The services to be provided by the firm include the preparation
and filing of court papers and assisting the committee in
reviewing Eastman Kodak Co.'s financial reports.  It will also
assist the committee in the formulation and implementation of the
company's Chapter 11 plan.

Milbank will be compensated at its standard hourly rates, which
are based on each professional's level of experience and will get
reimbursed expenses.  The firm's hourly rates range from $825 to
$1,140 for partners; $795 to $995 for counsel; $295 to $795 for
associates and senior attorneys; and $130 to $290 for legal
assistants.

Robert Jay Moore, Esq., a partner at Milbank, Tweed, Hadley &
McCloy LLP, said his firm does not represent any other entity
having an adverse interest in connection with Eastman Kodak's
bankruptcy case.

A court hearing on the proposed hiring of Milbank is set for
April 18.  Objections were due April 11.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (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 are 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.  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.

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.  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.

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: Committee Taps Togut Segal as Conflicts Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Eastman Kodak's
cases has filed an application to hire Togut, Segal & Segal LLP to
provide services on bankruptcy-related matters with which the
panel's lead counsel has conflict of interest.

Togut Segal is tasked to provide these services:

  (1) represent the committee in connection with contested
      matters seeking allowance or settlement of priority or
      secured claims in an amount less than $500,000, and
      general unsecured claims in an amount less than $1
      million excluding claims related to intellectual property,
      environmental issues, employee benefits or pensions;

  (2) review and analyze motions for relief from the automatic
      stay seeking liquidation of general unsecured claims in an
      amount less than $500,000;

  (3) represent the committee in connection with contested
      matters concerning utilities;

  (4) represent the committee in connection with matters
      concerning 503(b)(9) claims or reclamation demands in an
      amount less than $500,000;

  (5) represent the committee in the review and analysis of
      proposed de minimis asset sales or dispositions by Eastman
      Kodak in an amount less than $500,000 that do not directly
      alter or impact the company's restructuring or significant
      operations; and

  (6) represent the committee in connection with the review of
      lien perfection issues.

Togut Segal will be paid on an hourly basis and will get
reimbursed expenses.  Its hourly rates range from $800 to $810
for partners; $715 for counsel; $215 to $675 for associates; and
$145 to $285 for paralegals and law clerks.

In a declaration, Albert Togut, Esq., a senior member of Togut
Segal & Segal LLP, disclosed that the firm does not have an
interest adverse to Eastman Kodak's estates, creditors or equity
security holders.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (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 are 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.  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.

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.  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.

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: Committee Retains A&M as Financial Adviser
---------------------------------------------------------
The Official Committee of Unsecured Creditors in Eastman Kodak's
cases asked the U.S. Bankruptcy Court for permission to hire
Alvarez & Marsal North America, LLC, as its financial adviser.

The committee proposed to employ the firm in order to monitor and
evaluate Eastman Kodak Co.'s operations, cash flows and business
plans as well as the company's restructuring.  The firm will also
assist the committee in the evaluation and sale of Eastman
Kodak's intellectual property portfolio.

A&M will be paid by Eastman Kodak for the services of its
professionals at their customary hourly billing rates.  The
hourly rates range from $625 to $850 for managing directors; $450
to $625 for directors; and $225 to $450 for analysts and
associates.  The firm will also get reimbursed expenses.

As part of A&M's overall compensation, the committee proposed
that Eastman Kodak indemnify the firm for any claims arising from
or related to its employment.

Kelly Stapleton, A&M managing director, disclosed in court papers
that the firm does not represent any other entity having an
adverse interest in connection with Eastman Kodak's bankruptcy
case.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (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 are 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.  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.

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.  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.

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).


ELLINWOOD COUNTRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ellinwood Country Club, Inc.
        1928 Pleasant Street
        Athol, MA 01331

Bankruptcy Case No.: 12-41343

Chapter 11 Petition Date: April 10, 2012

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

Judge: Melvin S. Hoffman

Debtor's Counsel: Holly H. Hines, Esq.
                  HINES LAW OFFICES
                  91 Merriam Avenue
                  Leominster, MA 01453
                  Tel: (978) 840-1929
                  Fax: (978) 840-1929
                  E-mail: holly_hineslawoffices@comcast.net

Scheduled Assets: $1,676,157

Scheduled Liabilities: $856,106

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mab12-41343.pdf

The petition was signed by Frank A. Condino, president.


EOS PREFERRED: Suspending Filing of Reports with SEC
----------------------------------------------------
EOS Preferred Corporation filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its 8.50 Non-Cumulative Exchangeable Preferred
Stock, Series D.  EOS Preferred voluntarily removed from listing
its 8.50% Non-Cumulative Exchangeable Preferred Stock on NASDAQ-
OMX.

As of April 9, 2012, there were 1,200 holders of the preferred
shares.

                        About EOS Preferred

Based in New York, EOS Preferred Corporation (formerly Capital
Crossing Preferred Corporation) is a Massachusetts corporation
with the principal business objective to hold mortgage assets that
will generate net income for distribution to stockholders.  The
Company was organized on March 20, 1998, to acquire and hold real
estate assets and Aurora Bank FSB, an indirect wholly-owned
subsidiary of Lehman Brothers Holdings Inc., owns all of the
Company's common stock.  Effective June 21, 2010, the Company
changed its corporate name to EOS Preferred Corporation.

The Company operates in a manner intended to allow its to be taxed
as a real estate investment trust, or a "REIT," under the Internal
Revenue Code of 1986, as amended.  As a REIT, EOS will not be
required to pay federal or state income tax if it distributes its
earnings to its shareholders and continues to meet a number of
other requirements.

As reported by the TCR on April 6, 2011, Ernst & Young LLP, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  On Sept. 15, 2008, Lehman Brothers
Holdings Inc., indirect parent company to Aurora Bank FSB, and
ultimate parent company of EOS Preferred Corporation, filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code.
Aurora Bank, the sole owner of the common stock of EOS Preferred
Corporation, is subject to a Cease and Desist Order, dated Jan.
26, 2009, and a Prompt Corrective Action Directive, dated Feb. 4,
2009, issued by the Office of Thrift Supervision, requiring Aurora
Bank, among other matters, to submit a capital restoration plan
and a liquidity management plan, and imposing restrictions on
certain activities of Aurora Bank and EOS Preferred Corporation.
According to the independent auditors, the bankruptcy of Lehman
Brothers and the ability of the OTS to regulate and restrict the
business and operations of EOS Preferred Corporation, in light of
the Cease and Desist Order and the Prompt Corrective Action
Directive, raise substantial doubt about EOS Preferred
Corporation's ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2011, showed $87.07
million in total assets, $357,000 in total liabilities, and
$86.71 million in total stockholders' equity.


ENERGY CONVERSION: Shareholders Want Official Equity Committee
--------------------------------------------------------------
An ad hoc group of shareholders in the Chapter 11 cases of Energy
Conversion Devices, Inc., et al., asks the U.S. Bankruptcy Court
for the Eastern District of Michigan to direct the U.S. Trustee to
appoint a committee of equity security holders to represent the
Debtors non-affiliated common stock holders.

The Ad Hoc Committee, consist of Chris Lanwehr, Nick Pietrangelo,
Patrick Vetere, George Voetsch, and Frank Williams, collectively
hold a substantial amount of the outstanding shares of common
stock of the Debtors.

The Ad Hoc Committee states that there is no one who has been
willing or capable to protect the equity Security Holders'
investment.  The creditors and the creditors committee have no
incentive or fiduciary duty to do so.

                  About Energy Conversion Devices

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

Energy Conversion Devices filed for Chapter 11 relief (Bankr. E.D.
Mich. Case No. 12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker
presides over the case.  Aaron M. Silver, Esq., Judy B. Calton,
Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz &
Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel.
The Debtor estimated assets and debts of between $100 million and
$500 million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169.


ENERGY CONVERSION: Quarton Indemnification Provisions Altered
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan, on
April 5, 2012, entered a corrected order granting application to
employ Quarton Partners, LLC as investment banker to Energy
Conversion Devices, Inc., et al.

As reported by the TCR on March 16, 2012, the Debtors sought to
retain Quarton to perform certain investment banking and
consulting services in connection with the formulation, analysis,
negotiation, and implementation of a going concern sale or other
strategic alternatives relating to the Debtors' remaining
operating businesses and assets, as described more fully in the
second amended and restated engagement letter dated January 31,
2012 between Quarton and the Debtors.

On March 9, 2012, Daniel M. McDermott, U.S. Trustee, filed an
objection on the Debtors' motion to employ Quarton.  The Trustee
objects to the Indemnification attached to Quarton's retention
letter, a copy of which is available for free at:

                        http://is.gd/t3sSw7

The U.S. Trustee said indemnification is contrary to the interests
of this estate as they are calculated to negate or limit the
estate's recovery of damages for any subsequent wrongdoing by
Quarton and to impose future unknown fees, costs and other
administrative expenses upon the estates without any demonstrated
benefit in return.  "These provisions are also inconsistent with
the duty of care and high degree of professionalism and expertise
with which Quarton purports to perform its investment banker
services to justify the amount of compensation it will receive in
these cases," the Trustee had said.

On March 21, 2012, the Debtors, along with the Official Committee
of Unsecured Creditors and the Trustee, informed the Court that
they have reached a stipulation on the employment of Quarton
Partners, saying that the objections have resulted in further
agreed upon amendments to the proposed engagement letter.  A copy
of the revised proposed engagement letter is available for free
at http://is.gd/Rhq42k

In a corrected order, the Court ordered that the indemnification
provisions of the Engagement Letter are approved, subject to these
modifications, among other things:

   a) Quarton will not be entitled to indemnification,
contribution or reimbursement pursuant to the Engagement Letter
for services other than the financial advisory and investment
banking services provided under the Engagement Letter, unless
other services and the indemnification, contribution or
reimbursement are approved by the Court;

   b) the Debtors will have no obligation to indemnify Quarton, or
provide contribution or reimbursement to Quarton, for any claim or
expense;

   c) 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, Quarton believes that it
is entitled to the payment of any amounts by the Debtors on
account of the Debtors' indemnifications, contribution or
reimbursement obligations under the Engagement Letter (as modified
by this Order), including without limitation the advancement of
defense costs, Quarton must file an application in the Court, and
the Debtors may not pay any amounts to Quarton before the entry of
an order by the Court approving the payment;

   d) to the extent of any claim for gross negligence, willful
misconduct, breach of fiduciary duty or bad faith or self dealing
relating to the services provided under the Engagement Letter
after the petition date and through the duration of the bankruptcy
cases, any provision in the Engagement Letter that limits
Quarton's liability to fees earned is not enforceable.

A full-text copy of the corrected order is available foe free at
http://bankrupt.com/misc/ENERGYCONVERSION_quarton_corrected
order.pdf

                  About Energy Conversion Devices

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

Energy Conversion Devices filed for Chapter 11 relief (Bankr. E.D.
Mich. Case No. 12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker
presides over the case.  Aaron M. Silver, Esq., Judy B. Calton,
Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz &
Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel.
The Debtor estimated assets and debts of between $100 million and
$500 million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169.


EVEREST ACQUISITION: S&P Lowers $750MM Term Loan Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its preliminary issue-
level ratings on Everest Acquisition LLC's senior secured term
loan due 2018 and its senior secured notes due 2019 to 'BB-' from
'BB'. "We also revised the preliminary recovery ratings on this
debt to '4' from '2', reflecting our expectation of average (30%
to 50%) recovery for secured creditors in the event of a payment
default. The revised issue-level rating is in line with our 'BB-'
preliminary corporate credit rating on the company," S&P said.

"Our 'B' preliminary issue-level rating and '6' preliminary
recovery rating on Everest's senior unsecured notes due 2020 are
unchanged, reflecting our expectation of negligible (0% to 10%)
recovery for unsecured creditors in the event of a payment
default," S&P said.

"Because of strong market demand, Everest has elected to upsize
its senior secured notes issue to $750 million from $500 million,
and to upsize its senior secured term loan to $750 million from
$500 million. The greater amount of secured debt results in a
lower recovery rating. At the same time, the company elected to
reduce the size of its proposed unsecured notes issue to $2.0
billion from $2.5 billion. The total amount of term debt remains
unchanged at $3.5 billion," S&P said.

"The preliminary ratings on Everest Acquisition LLC reflect our
assessment of the company's 'fair' business risk and 'aggressive'
financial risk. The ratings incorporate the company's medium size
and scale, its meaningful exposure to natural gas (70% of proven
reserves and about 85% of 2011 production), its relatively high
leverage versus peers, and its position in a highly cyclical,
capital-intensive and competitive industry. Ratings also reflect
the company's good hedging position (equivalent to 70% of last
year's natural gas production in 2012 and 30% in 2013), adequate
liquidity, and its ongoing shift to oil production," S&P said.

RATINGS LIST
Everest Acquisition LLC
(to be renamed EP Energy LLC on
closing of transactions)
Corporate credit rating              BB-(prelim)/Stable/--
$2 bil sr unsecd nts due 2020*       B(prelim)
  Recovery rating                     6(prelim)

Ratings Lowered; Ratings Revised
                                      To           From
$750 mil sr secd term loan due 2018* BB-(prelim)  BB(prelim)
  Recovery rating                     4(prelim)    2(prelim)
$750 mil sr secd nts due 2019*       BB-(prelim)  BB(prelim)
  Recovery rating                     4(prelim)    2(prelim)

* The notes and term loan will be co-issued by Everest Acquisition
  Finance Inc. (to be renamed EP Energy Finance Inc. upon closing
  of the transactions).


FAIR MARKET PROPERTIES: Owner Eyes Sale of Other Investments
------------------------------------------------------------
John Letzing, writing for Dow Jones Newswires, reports that David
Addington -- a real-estate investor whose company, Fair Market
Properties LLC, filed for Chapter 11 reorganization in January --
is seeking to sell his stake in the Warfield Theater and said in
bankruptcy filings that proceeds could be used to prepare Fair
Market's two-story building at 1028 Market St., near Sixth Street,
in San Francisco, California, for new tenants.  The 1028 Market
St. building once was home to businesses including a pool hall and
strip club.  Mr. Addington recently sold an office tower attached
to the Warfield.

According to Dow Jones, Mr. Addington said in the filings that he
spent years ridding 1028 Market St. of seedy tenants and spent
$400,000 on a seismic upgrade but was unable to find new
occupants.  He blamed "a combination of the Great Recession and
the continuing troubled nature of the mid-Market area."

The report notes East West Bank, which holds the building's loan,
has sought to foreclose on the property.

J.K. Dineen at San Francisco Business Times reported in January
that Fair Market Properties owes about $4 million to East West
Bank.  The loan originally came from United Commercial Bank, which
banking regulators shut down and sold to East West Bank in
November 2009.

Business Tims said the bankruptcy filing doesn't impact the
Warfield Theater and adjacent office building at 988 Market St.,
which Mr. Addington owns through a separate limited partnership.
That property is on the market with Marcus & Millichap.  Mr.
Addington bought the Warfield properties for $10.5 million in
2005.

Fair Market Properties filed for Chapter 11 protection (Bankr.
N.D. Calif. Case No. 12-30155) on Jan. 18, 2012, estimating under
$10 million in assets and debts.  It is represented by Michael St.
James, Esq.


FICO LLC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: FICO, LLC
        414 E. Valencia Ave., Unit 304
        Burbank, CA 91501

Bankruptcy Case No.: 12-22630

Chapter 11 Petition Date: April 9, 2012

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

Judge: Sandra R. Klein

Debtor's Counsel: Vakhe Khodzhayan, Esq.
                  KG LAW
                  1010 N Central Ave., Suite 450
                  Glendale, CA 91202
                  Tel: (818) 245-1340
                  Fax: (818) 245-1341
                  E-mail: vahe@lawyer.com

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

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

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-22630.pdf

The petition was signed by Phillip Beitpoulice, managing member.


FIDELITY NATIONAL: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
Jacksonville, Fla.-based Fidelity National Information Services
Inc. (FIS) to positive from stable. "We also affirmed our 'BB+'
corporate credit rating on the company," S&P said.

"The outlook revision reflects FIS' strong and consistent
operating performance and cash flow," said Standard & Poor's
credit analyst Molly Toll-Reed, "and our expectation that a
strategic focus on largely organic growth will enable additional
near-term leverage improvement. In addition, the company
materially addressed and extended its 2014 debt maturity, and has
a path to unsecure its first-lien debt."

"The rating reflects our expectation that FIS will maintain its
good market position, consistent profitability, and a more
balanced financial policy. FIS is a leading global provider of
core financial institution processing, card issuer, and
transaction processing and outsourcing services," S&P said.

"With annual revenues in excess of $5.7 billion, FIS'
'satisfactory' business risk profile reflects an increasingly
global market position, strong operating margins, and contractual
relationships that generate a significant base of recurring
revenues. We expect FIS to maintain adjusted EBITDA margins in the
low-30% range, supported by growth-related operating efficiencies
and a focus on cost control. Revenue growth opportunities include
an ongoing market shift to outsourcing, the cross-selling of an
integrated suite of products and services, and international
markets that we expect will grow more rapidly than the U.S.," S&P
said.

"The positive outlook reflects FIS' diversified and recurring
revenue model and EBITDA growth prospects. Given the company's
cash-generating ability, FIS has the capacity to reduce debt
leverage and achieve a higher corporate credit rating over the
next year. A higher rating would likely entail adjusted leverage
at or below 2.5x and maintenance of moderate financial policies,"
S&P said.

"Although not likely in the near term, we could revise the outlook
to stable if the company adopts a more aggressive acquisition or
shareholder-friendly strategy, with leverage sustained above 3x,"
S&P said.


FIRST EVANGELICAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: First Evangelical Lutheran Church of
        San Fernando California
        dba First Lutheran Church
        dba First Lutheran Elementary School
        dba First Lutheran Schools
        dba First Lutheran Jr./Sr. High School
        dba First Lutheran High School
        777 North Maclay Avenue
        San Fernando, CA 91340

Bankruptcy Case No.: 12-13308

Chapter 11 Petition Date: April 7, 2012

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Steven A Schwaber, Esq.
                  LAW OFFICES OF STEVEN A. SCHWABER
                  2600 Mission St., Suite 100
                  San Marino, CA 91108
                  Tel: (626) 403-5600
                  E-mail: schwaberlaw@sbcglobal.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-13308.pdf

The petition was signed by William Stark, president.


FOUR KIDS: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Four Kids Enterprises, LLC
        485 Howard Avenue
        Bridgeport, CT 06605

Bankruptcy Case No.: 12-50661

Chapter 11 Petition Date: April 9, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Stephen P. Wright, Esq.
                  HARLOW, ADAMS, AND FRIEDMAN P.C.
                  One New Haven Ave., Suite 100
                  Milford, CT 06460
                  Tel: (203) 878-0661
                  Fax: (203) 878-9568
                  E-mail: spw@quidproquo.com

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

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

A copy of the Company's list of its 18 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ctb12-50661.pdf

The petition was signed by Stephen Bachlada, member.


GARLOCK SEALING: ACC and BofA Want Motion to Quash Withdrawn
-------------------------------------------------------------
Each of the Official Committee of Asbestos Personal Injury
Claimants in the Chapter 11 cases of Garlock Sealing Technologies,
LLC, et al., and Bank of America, ask the U.S. Bankruptcy Court
for the Western District of North Carolina to approve a
stipulation regarding withdrawal of motion to quash and for
protective order.

As reported in the Troubled Company Reporter on Jan. 6, 2012, the
North Carolina federal judge granted a bid by asbestos injury
claimants to obtain information from Bank of America NA and Duff &
Phelps LLC regarding corporate restructurings that took place
before the bankruptcy.

Over Garlock's objections, U.S. Bankruptcy Judge George R. Hodges
granted a motion submitted by a committee of asbestos claimants
allowing it to compel testimony and review documents held by the
bank, which reviewed the restructurings.

On Feb. 8, the Bank filed its motion of non-party Bank of America,
N.A., to quash subpoena Duces Tecum and for protective order and
memorandum of law in support.  The Bank explained that since the
filing of the motion, the Bank produced certain documents to the
ACC without waiving and subject to its objections and the relief
in the motion.  The document production is not yet complete.

Pursuant to the stipulation, the parties agreed that the motion be
withdrawn, without prejudice and subject to mutual reservation of
rights in order to avoid a potentially unnecessary court hearing
and motion practice, and the costs associated therewith.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.


GENERAL MARITIME: Wants Unsec. Claims Estimated at $327.5 Million
-----------------------------------------------------------------
General Maritime Corporation, et al., ask the U.S. Bankruptcy
Court for the Southern District of New York to estimate Allowed
Class 7 Claims at $327,500,000 for purposes of establishing an
unsecured claims reserve in connection with distributions to be
made under the Second Amended Joint Plan of Reorganization.

The Chapter 11 Plan contemplates a fixed distribution on account
of Allowed Claims in Class 7, comprised of $6 million in cash, 2%
of the New GMR Common Stock, and the New GMR Warrants subject to
an additional adjustment to address Allowed Class 7 Claims arising
from rejection damages. To estimate the recovery for holders of
Allowed Claims in Class 7 under the Plan, the Debtors, in
consultation with the Official Committee of Unsecured Creditors,
analyzed the various Claims that were filed or scheduled in the
cases.  Based on that analysis, the Debtors have estimated that
holders of Allowed Class 7 Claims will recover approximately 5.41%
of their Claims under the Plan. The vast majority of the Class 7
Claims arise from the $318,212,000 in Senior Note Claims.

The Debtors believe $327,500,000 represents a reasonable and
conservative estimate for all Class 7 Claims that will be Allowed
in these cases.  The Debtors believe the amount strikes a careful
balance between enabling the Debtors to make meaningful
distributions to holders of Allowed Claims in Class 7 as part of
the Initial Distribution and not jeopardizing the potential
recoveries of holders of Claims that are unliquidated, disputed,
contingent or otherwise not Allowed Claims in Class 7 in the event
that their Claims are subsequently Allowed.
The Debtors set an April 25, 2012, hearing at 10:00 a.m.
(prevailing Eastern Time) on the requested relief.  Objections, if
any, are due April 16, at 4:00 p.m.

                       About General Maritime

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

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

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

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

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

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

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

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


GHP PARTNERS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: GHP Partners, LLC
        2855 S. Haven Road
        Annapolis, MD 21401-7128

Bankruptcy Case No.: 12-16742

Chapter 11 Petition Date: April 10, 2012

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

Debtor's Counsel: Tate Russack, Esq.
                  RUSSACK ASSOCIATES, LLC
                  100 Severn Ave, Ste 101
                  Annapolis, MD 21403
                  Tel: (410) 505-4150
                  Fax: (410) 510-1390
                  E-mail: tate@russacklaw.com

Scheduled Assets: $1,504,500

Scheduled Liabilities: $2,700,000

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
1st Bank Florida                                 $1,200,000
701 Waterford Way
Suite 800
Miami, FL 33126

The petition was signed by George H Purcell II, managing member.


GIORDANO'S ENTERPRISES: Trustee Wants Conversion to Chapter 7
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 trustee for what remains of Giordano's
Enterprises Inc. wants the case converted to liquidation in
Chapter 7 where the trustee can make the most efficient
distribution of the $1.9 million remaining for unsecured
creditors.

According to the report, the sale of the business left the trustee
with about $4.9 million when the bankruptcy court in Chicago
approves settlement of the largest disputes in the case.  After
expenses of the Chapter 11 case and professional fees are paid,
the Chapter 11 trustee says about $1.9 million will remain.  The
trustee contends that a trustee in Chapter 7 can resolve disputed
creditor claims and make distributions at lower cost than were he
required to confirm a liquidating Chapter 11 plan.

The report recounts that the trustee reached settlement with the
Apostolou family that owned the business and also with Fifth Third
Bank on its claim for indemnification against lawsuits the
Apostolous brought against the lender.

                   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.  The Debtor was renamed
to GEI-RP following the sale.


GLOBAL AVIATION: Bondholders Object to Imperial Capital Hiring
--------------------------------------------------------------
The ad hoc group of certain holders of the 14% Senior Secured
First Lien Notes due 2013 with Wells Fargo Bank, National
Association, acting as trustee and collateral agent, has asked the
Bankruptcy Court to deny the payment of the completion fee in
connection to the application of the Official Committee of
Unsecured Creditors of Global Aviation Holdings Inc., et al., to
employ Imperial Capital, LLC, as its financial advisor effective
as of Feb. 14, 2012.

The Senior Noteholder Group has no objection in principle to the
retention of Imperial as the Committee's financial advisor to
provide financial services to the Committee in connection with the
Debtors' bankruptcy cases.  However, the Senior Noteholder Group
objects to the structure of the proposed Completion Fee, in
particular that:

    (i) Imperial will receive a Completion Fee even if its
        constituency, the unsecured creditors, receive no
        recovery; and

   (ii) the amount of the Completion Fee can vary by up to
        $500,000 in the discretion of the Committee, without any
        metric to justify the ultimate amount of the Completion
        Fee.

As a result, if the values in this case ultimately do not support
a recovery to unsecured creditors, the Senior Noteholder Group
would nonetheless be required to pay a "Completion Fee" to
Imperial out of its own pockets, at which point the Committee
would have no reason not to use its "discretion" to award Imperial
the full $750,000.

The Senior Noteholders Group is represented by:

         Mark A. Broude, Esq.
         Emily B. Menchel, Esq.
         LATHAM & WATKINS LLP
         885 Third Avenue
         New York, New York 10022
         Tel: (212) 906-1200
         E-mail: Mark.Broude@lw.com
                 Emily.Menchel@lw.com

The Creditors Committee's request to retain Imperial was reported
in the March 28, 2012 edition of the Troubled Company Reporter.
Imperial's fee structure includes (a) a financial advisory fee of
$75,000 per month; and (b) a completion fee of not less than
$250,000 and not more than $750,000, in the amount as the
Committee may determine in its sole and reasonable discretion,
payable in cash by wire upon Bankruptcy Court approval and the
consummation of a restructuring.

                  About Global Aviation Holdings

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

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

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

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

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

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel.


GORDIAN MEDICAL: Wants to Hire Fulbright as Regulatory Counsel
--------------------------------------------------------------
Gordian Medical, Inc., dba American Medical Technologies, seeks
permission from the Bankruptcy Court to employ Fulbright &
Jaworski LLP, as its special regulatory counsel to provide legal
services in connection with the Debtor's healthcare regulatory
matters, including, but not limited to, the Medicare payment
disputes and actions for judicial review of payment denials.

On Nov. 30, 2011, the Debtor received a letter from AdvanceMed, a
Medicare Zone Program Integrity Contractor engaged by Medicare to
review claims, notifying it of AdvanceMed's determination to
withhold Medicare payments due the Debtor effective Nov. 28, 2011.
The Nov. 30 letter says that "the suspension of your Medicare
payments is based on reliable evidence of an overpayment, or that
the payments to be made may not be correct."

The Debtor disputes Medicare's rights to handle the payment issues
in this manner and is taking appropriate action to defend its
rights.  However, because the Debtor relies on Medicare payments
for more than 90% of its revenue and is currently operating at a
cash deficit of roughly $1.25 million per week, the viability of
its business is threatened.  Therefore, the Debtor had no choice
but to seek protection under Chapter 11 of the Bankruptcy Code,
which it believes will stabilize its situation so that it can
continue to work with Medicare to resolve these payment issues.

As a result of Fulbright's ongoing representation of the Debtor,
Fulbright holds a prepetition claim against the estate for
$229,329.

Fulbright has requested a postpetition retainer of $50,000 to be
held in Fulbright's client trust account to be applied against
fees and costs incurred.

To the best of the Debtor's knowledge, only Fulbright and not any
of its partners, of counsel, or associates is a creditor, equity
security holder, or an "insider" of the Debtor as that term is
defined in Section 101(31) of the Bankruptcy Code.

To attorneys currently expected to be principally responsible for
the case, and their hourly rates are:

          Professional         Hourly Rate
          -----------------    -----------
          Fredrick Robinson       $775
          Lesley Reynolds         $525
          Mark Faccenda           $450
          Cory Goldberg           $425
          Selina Spinos           $340

                       About Gordian Medical

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

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

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

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GORDIAN MEDICAL: Court Approves GlassRatner as Financial Advisor
----------------------------------------------------------------
The Bankruptcy Court authorized Gordian Medical Inc. to employ
GlassRatner Advisory & Capital Group LLC as its financial advisor.

GlassRatner was retained by the Debtor pre-bankruptcy to provide
financial advisory services.  In the one-year period preceding the
Petition Date, GlassRatner received $130,000 from the Debtor, of
which $67,000 was applied against prepetition fees and costs.  The
balance of the funds was $63,000.

The Debtor will pay the firm at these hourly rates:

     Michael Issa                        $450
     Kerry Krisher                       $450
     Brad Smith                          $250
     Patrick Lacy                        $175
     Other Consultants                 $175-$350

                       About Gordian Medical

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

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

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

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GORDIAN MEDICAL: Committee Taps Landau Gottfried as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Gordian Medical,
Inc., seeks permission from the Bankruptcy Court to retain Landau
Gottfried & Berger LLP as its general bankruptcy counsel.  The
firm will:

   (a) advise the Committee with respect to its duties, powers and
       responsibilities in the Debtor's bankruptcy case;

   (b) ensure that the Committee complies with the Bankruptcy
       Code, the Federal Rules of Bankruptcy Procedure, and the
       Bankruptcy Local Rules;

   (c) advice the Committee with respect to various options
       available for resolution of the Debtor's bankruptcy case;

   (d) advice the Committee with respect to motions and
       applications filed by the Debtor and other parties and
       present the Committee's positions to the Court;'

   (e) examine and advice the Committee on claims and causes of
       action that may belong to the estate; and

   (f) perform other legal services as may be required by the
       Committee.

The attorneys who will primarily responsible for the
representation of the Debtor and their hourly rates are:

         Rodger Landau           $540
         Michael Gottfried       $540
         Monica Rieder           $385
         Roye Zur                $300

To the best of the Committee's knowledge, LGB does not hold or
represent any interest adverse to the Committee or the Debtor's
estate.

                       About Gordian Medical

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

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

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

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GORDIAN MEDICAL: Gets Approval to Hire Pachulski Stang as Counsel
-----------------------------------------------------------------
The Bankruptcy Court authorized Gordian Medical Inc., dba American
Medical Technologies, to employ Pachulski Stang Ziehl & Jones LLP
as its counsel.  The Debtor will pay the firm at these rates:

     Samuel R. Maizel, Esq.              $725
     Scotta McFarland, Esq.              $615
     Mary D. Lane, Esq.                  $595
     Felice Harrison, paralegal          $275

The firm was retained by the Debtor to provide restructuring
advice prior to the bankruptcy filing.  In the one year period
pre-bankruptcy, Pachulski received $270,000 from the Debtor of
which $175,000 was applied against prepetition fees and costs.  As
of the bankruptcy filing, the balance of the funds was $95,000.

                        About Gordian Medical

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

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

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

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GORDIAN MEDICAL: Abernathy Approved as Communications Consultant
----------------------------------------------------------------
The Bankruptcy Court authorized Gordian Medical, Inc., to employ
The Abernathy Macgregor Group, Inc., as its corporate
communications consultant.  The firm will:

  (a) prepare materials to be distributed to the Debtor's
      employees explaining the impact of the Chapter 11 case;

  (b) draft correspondence to creditors, vendors, employees and
      other interested parties regarding the Chapter 11 case;

  (c) prepare written guidelines for head office and location
      managers to assist them in addressing employee and customer
      concerns;

  (d) prepare news releases for dissemination to the media for
      distribution;

  (e) interface and coordinate media reports to contain the
      correct facts and the Debtor's perspective as an ongoing
      basis;

  (f) assist the Debtor in maintaining its public image as a
      viable business and going concern during the Chapter 11
      reorganization process;

  (g) assist the Debtor in handling inquiries and develop
      internal systems for handling those inquiries; and

  (h) perform other strategic communications consulting services
      as by be required by the Debtor.

Per the Agreement, the Debtor agreed to pay Abernathy for its
services at these hourly rates: Rivian Bell, $450; Sydney Isaacs,
$400; and Emily Adams, $150.

                       About Gordian Medical

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

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

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

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GORDIAN MEDICAL: Gets OK to Obtain Credit from Wright Express
-------------------------------------------------------------
The Bankruptcy Court authorized Gordian Medical, Inc., dba
American Medical Technologies, to obtain credit from Wright
Express secured by a $55,000 deposit.  The Court also authorized
the Debtor to pay the prepetition claim of Wright Express for
$5,239.

The Court held that the amount at issue is de minimis and the
payment in question is critically important to the operation of
the Debtor's business.

Wright Express furnishes gasoline credit cards to the employees of
the Debtor for use at any gasoline station to purchase fuel for
company cars.  The Debtor has been utilizing the credit services
of Wright Express since April 2007 and finds it is a reasonable
and expedient manner in which to keep track of fuel costs that
average approximately $55,000 per month and to assist the
employees with their necessary travel expenses.

Wright Express, as of the filing of the Chapter 11 case,
discontinued its services to the Debtor and its employees thereby
eliminating the employees' ability to use the credit cards to
purchase fuel in order to conduct company business and the
Debtor's ability to easily track fuel expenses.

                       About Gordian Medical

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

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

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

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GRANITE DELLS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Granite Dells Ranch Holdings LLC filed with the Bankruptcy Court
for the District of Arizona its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property                        $0
  B. Personal Property            $2,219,134
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $130,034,368
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $26,653,459
                                 -----------      ------------
        TOTAL                     $2,219,134      $156,687,828

A full text copy of the company's scheduled of assets and
liabilities is available free at:

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

                 About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix, on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.


GRANITE DELLS: U.S. Trustee Unable to Form Committee
----------------------------------------------------
The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Granite Dells Ranch Holdings LLC an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.

                 About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix, on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The company scheduled
$2,219,134 in assets and $156,687,828 in liabilities.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.


HARTFORD FINANCIAL: Moody's Issues Summary Credit Opinion
---------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Hartford Financial Services Group, Inc. The release includes
certain regulatory disclosures regarding its ratings.  The release
does not constitute any change in Moody's ratings or rating
rationale for Hartford Financial Services Group, Inc. (The).

Moody's current ratings on Hartford Financial Services Group, Inc.
(The) are:

Senior Unsecured (domestic currency) ratings of Baa3

Junior Subordinate (domestic currency) ratings of Ba1, (hyb)

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

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

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

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

Commercial Paper ratings of P-3

Ratings Rationale

Hartford Financial Services Group, Inc. (NYSE: HIG), senior debt
rated Baa3, is an insurance and financial services holding company
that offers P&C as well as life insurance products through its
insurance operating subsidiaries. Hartford Fire (IFS at A2) is
among the largest P&C insurers in the US, while Hartford Life (IFS
at A3) is a significant writer of group life insurance and
disability markets. The company benefits from excellent name brand
recognition and multiple distribution channels.

On March 21, 2012, HIG announced plans to shift its strategic
focus to its P&C operations, group benefits, and mutual fund
businesses, and to place its US annuity business into runoff and
pursue a sale of its individual life, retirement plans and
Woodbury Financial Services business. Although Moody's believes
that the shift in focus towards the P&C operations and shut down
the higher-risk life operations is a positive development for both
the P&C group and the company as a whole, Moody's believes that it
will take a long time for the changes to materially affect the
group's total risk given the nature of variable annuity contracts.

Moody's continues to monitor the risk of further investment
charges (particularly given the group's exposure to commercial
real estate, structured securities, and preferred stock of
financial institutions), and the ongoing exposure to guarantees
embedded in the company's inforce variable annuity policies.
Despite these challenges, Moody's believes that the company's
current capital position is robust enough to withstand a certain
degree of volatility and uncertainty associated with these
concerns.

Rating Outlook

Moody's has a stable outlook on the HIG parent company, the P&C
subsidiaries, and most of the life insurance subsidiaries.
However; Moody's has a negative outlook on Hartford Life & Annuity
Insurance Company, which contains the majority of the group's run-
off individual annuity business.

What to Watch For:

- Progress in restructuring the company, including the runoff of
   the variable annuity business, and the intended sale of the
   individual life, retirement plan, and Woodbury Financial
   Services business.

- Statutory earnings or capital volatility related to the
  company's disability and variable annuity businesses

- Adverse loss trends in some of the company's P&C commercial
   insurance lines (such as workers' compensation), pressuring
   revenue and profitability

What Could Change the Rating - Up

- Upgrade of the financial strength ratings of the company's
   lead operating P&C and/or life companies

- Sustained consolidated earnings coverage of interest above 6x

What Could Change the Rating - Down

- Downgrade of the financial strength ratings of the company's
   lead operating P&C and/or life companies

- Financial leverage greater than 40% and earnings coverage of
   interest below 4x

The methodologies used in this rating were Moody's Global Rating
Methodology for Life Insurers published in May 2010, Moody's
Global Rating Methodology for Property and Casualty Insurers
published in May 2010, Moody's Guidelines for Rating Insurance
Hybrid Securities and Subordinated Debt published in January 2010,
and Moody's Short-Term Insurance Financial Strength Rating
published in November 1999.


HEMCON MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: HemCon Medical Technologies, Inc.
          fdba HemCon, Inc.
        10575 SW Cascade Avenue, #130
        Portland, OR 97223

Bankruptcy Case No.: 12-32652

Chapter 11 Petition Date: April 10, 2012

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

About the Debtor: HemCon Medical Technologies, Inc. --
                  http://www.hemcon.com/-- founded in 2001,
                  develops, manufactures, and markets innovative
                  technologies that control bleeding resulting
                  from trauma or surgery.  HemCon products are
                  designed for use by military and civilian first
                  responders as well as medical professionals in
                  hospital, dental and clinical settings where
                  rapid control of bleeding is of critical
                  importance.  HemCon is headquartered in
                  Portland, Ore., with additional commercial
                  operations in Ireland and the Czech Republic.

                  The filing comes after an en banc decision by
                  the U.S. Court of Appeals for the Federal
                  Circuit on March 15, 2012, which affirmed an
                  award of $34.2 million in damages to Marine
                  Polymer Technologies Inc. in a patent
                  infringement case initiated in 2006.

                  HemCon's European subsidiary is not subject to
                  the Chapter 11 proceedings.

Debtor's Counsel: Albert N. Kennedy, Esq.
                  TONKON TORP LLP
                  888 SW 5th Avenue, #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  E-mail: al.kennedy@tonkon.com

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

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

The petition was signed by Nick Hart, CFO.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Marine Polymer Technologies        Judgment            $34,200,000
107 Water Street
Danvers, MA 01923

Ryan Kromholz & Manion, S.C.       Legal Services       $1,052,273
P.O. Box 26618
Milwaukee, WI 53226

Cardinal Health 200, LLC           Distribution         $1,000,000
7000 Cardinal Place                Contract
Dublin, OH 43017

Miller Nash LLP                    Legal Services         $489,660
P.O. Box 40324
Portland, OR 97204

Washington County Tax              Business Taxes and     $308,023
Property Tax Payment Center
P.O. Box 3587
Portland, OR 97208

Puget Sound Blood Center           Supply of Raw          $190,585
                                   Materials for Research

University of Cincinnati           Research               $124,925

Univ. of New South Wales           Research               $112,560

TSI                                Capital Equipment       $96,175

AMRI Burlington, Inc.              Supply of Raw           $64,450
                                   Materials for Research

FedEx                              Freight to Customers    $48,662

Hogan Lovells US LLP               Legal Services          $39,828

Massachusetts General Hospital     Services for the        $25,000
                                   Provision of Research

Express Personnel Services         Contract Personnel      $24,751

Synthesia, A.S.                    Supply of Raw           $24,476
                                   Materials for Research

OpenClinica LLC                    Services for the        $21,417
                                   Provision of Research

Graphic Arts Center                Supply of Raw           $21,071
                                   Materials for Research

Wuxi AppTec, Inc.                  Supply of Raw           $17,760
                                   Materials for Research

Univ. of Minn. Particle            Services for the        $17,652
Calibration Lab                    Provision of Research

VWR Int'l, Inc.                    Supply of Raw           $15,960
                                   Materials for Research


HOMER CITY: S&P Lowers Rating on Senior Secured Notes to 'CCC'
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating on Homer City
Funding LLC's senior secured notes due 2019 and 2026 to 'CCC' from
'B'.  "The rating remains on CreditWatch with negative
implications, where we placed it on Feb. 29, 2012. The '1'
recovery rating on the debt is unchanged," S&P said.

"The downgrade reflects the potential that repayment terms will be
adversely revised to help prevent payment default over the next
several years while cash flow is very low and while the project
installs $750 million of emissions-control equipment under the
potential control of the owners/lessors," said Standard & Poor's
credit analyst Terry Pratt.

"Low natural gas prices, slack demand, and lower capacity market
prices have resulted in reduced revenues for EME Homer City from
its lease and operation of the merchant coal-fueled 1,884 MW Homer
City plant in Pennsylvania. Strong prospects for continued low
power prices suggests depressed cash flow for some time, but large
retirements of older coal plants and increased demand could
provide uplift to power prices and capacity market prices by
2015," S&P said.

"EME Homer City did make the lease rent debt payment in early
April, so there is no payment default on the Homer City Funding
debt. It is possible that a letter of credit supporting the debt
service reserve could be terminated because the equity piece was
not paid; if not replaced with cash, the lease structure could
come under additional stress," S&P said.

"If adverse changes to repayment terms occur or appear highly
certain to us - such as deferrals, payment-in-kind, or exchanging
for below par and so on - we would lower the rating on the debt to
CC/Negative and then lower it to 'D' upon consummation of any such
agreement, in accordance with our rating criteria. We would then
return the debt rating to its fundamental level based on the
business and financial risks," S&P said.


HORIZON LINES: Incurs $229.4 Million Net Loss in 2011
-----------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$229.41 million on $1.02 billion of operating revenue for the
fiscal year ended Dec. 25, 2011, a net loss of $57.97 million on
$1 billion of operating revenue for the fiscal year ended Dec. 26,
2010, and a net loss of $31.27 million on $979.35 million of
operating revenue for the fiscal year ended Dec. 20, 2009.

The Company's balance sheet at Dec. 25, 2011, showed $639.81
million in total assets, $805.79 million in total liabilities and
a $165.98 million total stockholders' deficiency.

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

                       http://is.gd/J0LZF8

                        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.

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.

For 2011, Ernst & Young LLP did not include a "going concern"
qualification in report on the Company's financial statements.

                            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 LINES: Reaches Agreement in Principle to Reduce Debt
------------------------------------------------------------
Horizon Lines, Inc., has signed a restructuring support agreement
with more than 96% of its noteholders to further deleverage the
Company's balance sheet in connection with and contingent upon a
restructuring of the vessel charter obligations related to the
Company's discontinued trans-Pacific service.

"We greatly appreciate the support of our noteholders to help
facilitate this potential restructuring to reduce the company's
indebtedness, and also thank our employees for their continued
dedication and hard work," said Stephen H. Fraser, President and
Chief Executive Officer.  "Over the past year, Horizon Lines has
taken a number of actions to restructure our business, reduce debt
and improve liquidity.  We believe these additional steps will
solidly position the Company for sustained investment in our
business and improved profitability.

"Among the actions taken in the past year, we completed a
comprehensive $652.8 million refinancing of the Company's entire
capital structure in October 2011," Mr. Fraser said.  "We also
terminated the unprofitable Five-Star Express ("FSX") trans-
Pacific container shipping service in the fourth quarter of 2011,
and exited the third-party Logistics business earlier in 2011, in
order to focus on our core domestic services.  Additionally, in
January of 2012, we completed a mandatory debt-to-equity
conversion of $49.7 million of the Company's 6.00% Series B
Mandatorily Convertible Senior Secured Notes."

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 past 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.

The restructuring support agreement provides, among other things,
that substantially all of the remaining $228.4 million of the
Company's 6.00% Series A and B Convertible Senior Secured Notes
will be converted into 90% of the Company's stock, or warrants for
non-U.S. citizens (subject to limited equity retention to existing
equity holders on terms to be agreed, and to dilution for a
management incentive plan).  The remaining 10% of the Company's
common stock would be available in connection with the
restructuring of Horizon's vessel obligations.  To that end, the
conversion of the Convertible Secured Notes is contingent upon a
number of conditions, including the Company's restructuring of its
charter obligations with respect to the vessels.

The Company expects, and the restructuring support agreement
expressly contemplates, that these transactions, or certain
legally binding interim steps required to complete these
transactions, will be consummated prior to the filing of its 2011
Form 10-K Annual Report.

Horizon Lines also announced that it will file a Form 12b-25 with
the Securities and Exchange Commission, seeking an extension to
file its 2011 Form 10-K.  The Company and its auditors require
additional time to complete the review and analysis of the
Company's financial statements, due to the 2011 fourth-quarter
financial restructuring and discontinuance of its FSX trans-
Pacific service. Horizon Lines expects to issue its 2011 fourth
quarter financial results in conjunction with the filing of its
2011 Form 10-K Annual Report on or before April 10, 2012.

          Preliminary Fourth-Quarter Earnings Results

On a continuing operations basis, the Company expects to report a
GAAP operating loss of $6.4 million and adjusted operating income
of $5.5 million on revenue of $264.3 million for the fiscal
fourth-quarter, ended Dec. 25, 2011.  This compares with a GAAP
operating loss of $32.6 million and adjusted operating income of
$4.3 million on revenue of $256.1 million a year earlier.
Adjusted operating income for the 2011 fourth quarter excludes
charges of $14.0 million for antitrust-related legal settlements
and expenses, employee severance and equipment impairment charges,
partially offset by a $2.1 million gain resulting from a reduction
of the goodwill impairment charge recorded in the 2011 third
quarter.  In the 2010 fourth quarter, adjusting operating income
excluded $36.9 million in charges for antitrust-related legal
settlements and expenses, restructuring costs related to a non-
union workforce reduction, an equipment impairment charge, and
costs for union employee severance.

On a continuing operations basis, fourth-quarter container volume
totaled 60,279 revenue loads, down 5.8% from 63,977 revenue loads
for the fourth quarter of 2010, which contained an extra week.
Excluding the additional week in 2010, container volume for the
2011 fourth quarter increased 0.2% from 60,133 loads a year ago on
a comparable basis. Container rates, net of fuel surcharges,
totaled $3,136 in the 2011 fourth quarter, compared with $3,124
for the same period a year ago.  Fuel costs averaged $665 per
metric ton in the 2011 fourth quarter, a 42.4% increase from $467
a year ago.

                        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.


HOSPITAL DAMAS: Court Denies Claimants' Plea to Dismiss Case
------------------------------------------------------------
The Hon. Edward A. Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico has denied medical practice claimants'
motion to dismiss the Chapter 11 case of Hospital Damas, Inc.  The
Court found that the claimants have failed to establish the
Debtor's lack of good faith and, by extension, that the Debtor
committed fraud.

Claimants Nitza Enid Sanchez Rodriguez, Alma Estela Sanchez
Rodriguez, Jose Ivan Sanchez Rodriguez, Altamira Rodriguez Perez,
Carlos Alberto Rodriguez Perez, Alba Marta Rodriguez Perez, Dr.
Sonia Hodge, Rusell Rodriguez Perez, and Mayra Lillian Nigaglioni
Rodriguez claimed that the Debtor misled the Court and its
creditors.  They said that the certifications that the Puerto Rico
Department of Health issued establish that the Debtor is not
licensed to manage and operate a health facility.

The Claimants said that the Debtor failed to answer the Question
#18 of the Statement of Financial Affairs, which requires the
Debtor to provide the nature, the location and the name of the
business.  According to the Claimants, information in its
schedules and statement is unreliable in as much the Debtor states
that it operates under a lease agreement with Fundacion Damas, a
not-for-profit corporation that owns the real property on which
the hospital facility known as Hospital Damas is located.  "We
have seen that said operation is illegal as it has not been
authorized by SARAFS (Auxiliary Secretary for the Regulation and
Accreditation of Health Facilities).  The Disclosure Statement and
Plan of Reorganization also rely in the lease and therefore
creditors have not received truthful and reliable information.
This omission certainly affects their capacity to get paid under a
plan of reorganization," the Claimants stated.

The Claimants said that the Plan was not confirmable as it commits
third parties that aren't obliged under the Plan.  Both the plan
and disclosure statement state that medical malpractice creditors
will be paid from the $1,007,047 that are deposited with a trust.
"The Trust belongs to Fundacion, an entity different from the
Debtor, that has not committed its resources to the plan," the
Claimants said.

The Debtor opposed dismissal by denying any bad faith on its part
and alleging, among other things, that the Debtor has been
operating the hospital since 1987 and that operation is legal and
accepted by the pertinent regulatory agency.  The Unsecured
Creditors' Committee also opposed dismissal alleging that the
Claimants failed to carry their burden of showing that cause
exists under section 1112 even if the court were to find that the
Debtor lacked the required licenses to operate the hospital.

The evidence presented establishes that the Debtor has been
operating Hospital Damas since 1987.  The evidence also
establishes that, at least as of Feb. 17, 2012 (the date of the
two SARAFS certifications), the Debtor didn't have the CNC
(certificate of need and convenience) and license from the Puerto
Rico Department of Health required to operate a hospital facility
under Puerto Rico Law.  The Debtor has been operating for 25 years
a hospital facility under a CNC and license issued to Fundacion
Damas.  The CNC and license requirement is something that should
have been taken care of in 1987 when Fundacion Damas transferred
the hospital operation to the Debtor.  No evidence was presented
by any party as to why it was not.

The Claimants didn't present any evidence from which the Court
could draw a reasonable inference that the Debtor had anything to
gain by not putting the CNCs and licenses from the PRDOH in the
Debtor's name prior to the filing of the motion to dismiss.  The
Court finds that since there was sufficient confusion at the PRDOH
regarding the CNCs and licenses of Hospital Damas to lead the
PRDOH to erroneously issue a CNC to the debtor on Dec. 16, 1999 to
increase the hospital operation by 25 beds, it is reasonable to
infer that the Debtor itself inadvertently failed to realize that
there was a problem with its CNCs and licenses prior to the filing
of the motion to dismiss.  The Court takes into consideration the
facts that the PRDOH has known, at least since 2001, that the
Debtor has been operating and administering Hospital Damas and
that the PRDOH has itself been inconsistent in the issuance of
licenses to operate Hospital Damas.  Some licenses are issued to
Hospital Damas, Inc.; others, to Hospital Damas of Fundacion
Damas, Inc.; while others, to Fundacion Damas, Inc.

The general unsecured creditors voted in favor of the initial plan
of reorganization; therefore, there is a reasonable likelihood
that the amended plan will be confirmed within a reasonable time.
The monthly operating reports show that the Debtor has millions in
cash on hand that will be used to fund the amended plan.  There is
no evidence that there is a continuing loss or diminution of the
estate coupled with a lack of reasonable likelihood of
rehabilitation.

                       About Hospital Damas

Ponce, Puerto Rico-based Hospital Damas, Inc., operates a general
acute care hospital, providing critical care, general medical and
skilled nursing services.  Debtor is a wholly owned subsidiary of
Fundacion Damas Inc.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 10-08844) on Sept. 24, 2010.  According to its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities.

Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto
Rico, represent the Debtor as counsel.  Jorge P. Sala Law Offices
serves as the Debtor's labor law special counsel, to be assisted
by special counsel Fiddler, Gonzalez & Rodriguez, P.S.C.
Attorneys at Kilpatrick Townsend & Stockton LLP, in Atlanta, Ga.,
represent the Official Committee of Unsecured Creditors as
counsel.


HOSPITAL DAMAS: Wants to Renew Appointment of FPV as Auditors
-------------------------------------------------------------
Hospital Damas, Inc., seeks permission from the U.S. Bankruptcy
Court for the District of Puerto Rico to renew appointment of FPV
& Galindez, PSC, as the Debtor's external auditors and special
financial advisor in hospital related matters.

Prior to the filing of its Chapter 11 petition, the Firm had acted
as the Debtor's external audit firm since the year ended on
Dec. 31, 2007, and had audited the Debtor's financial statements
for the years ended Dec. 31, 2007, 2008, and 2009 and for the 12
months periods ended Sept. 30, 2009, and 2008, through Aug. 19,
2010.  On Jan. 12, 2011, the Debtor filed its application for the
appointment of the Firm to conduct the external audit of the
Debtor's books and records for the year ended on Dec. 31, 2010,
and to provide the Debtor special financial advice in hospital
matters, which the Court granted on Feb. 10, 2011.

The Debtor wishes to renew the Firm's services as its external
auditor to conduct the external audit of the Debtor's books and
records for the year ended Dec. 31, 2011, as well as to provide
the Debtor special financial advice in hospital related matters,
on basis of these hourly rates:

           Partners & Associates               $180
           Director of Consulting              $140
           Managers                            $125
           Seniors                              $85
           Staff                                $75

Julio A. Galindez at FPV & Galindez, CPA, PSC, attests to the
Court that the Firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.


ICG REAL ESTATE: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ICG Real Estate Advisors, LLC
        18530 Mack Avenue, Suite 335
        Grosse Pointe Farms, MI 48236
        Tel: (248) 351-0099

Bankruptcy Case No.: 12-48896

Chapter 11 Petition Date: April 9, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

About 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.

Debtor's Counsel: Kenneth A. Nathan, Esq.
                  NATHAN ZOUSMER, P.C.
                  29100 Northwestern Highway, Suite 310
                  Southfield, MI 48034
                  Tel: (248) 351-0099
                  E-mail: knathanecf@nathanneuman.com

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

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

The petition was signed by Adrienne Lance Lucas, member.

Debtor's List of Its Eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
General Retirement System of       Guarantee of        $40,000,000
Detroit                            Real Estate Loan
908 Coleman A. Young
Municipal Center
Detroit, MI 48226

David W. Warre, Esq.               Attorney Fees           $50,000
Joelson Rosenberg, PLC
30665 Northwestern Highway, Suite 200
Farmington Hills, MI 48334

Douglas D. Hampton, Esq.           Legal Fees              $50,000
Hampton Law Group
2000 Town Center, Suite 1900
Southfield, MI 48075

Kandace Weems Norris Cumby &       Attorney Fees           $35,000
Weems LLP

Daniel C. Flint, Esq.              Attorney Fees           $25,000

Gordon R. Follmer                  Accounting Fees          $3,000

Dawn Lamsa, CPA                    Accounting Fees          $1,500

AXA Equitable Life Insurance       Guarantee of Real            $1
Company                            Estate Loan


INDIANAPOLIS DOWNS: Agrees on Dual-Track Restructuring
------------------------------------------------------
Indianapolis Downs LLC is asking the bankruptcy judge to extend
its exclusive period to propose a Chapter 11 plan through and
including April 18, 2012 and the exclusive period to solicit
acceptances of that plan through and including July 5, 2012.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the Debtor said it has reached an agreement with second-lien
creditors and Fortress Investment Group LLC on a sale of the
business or a reorganization plan, whichever is better for the
lenders.

The Debtor said it negotiated a restructuring term sheet providing
for a sale of the business if the price is satisfactory to the
second-lien lenders.  If the price isn't good enough, the track
would seek confirmation of a reorganization plan by Aug. 10.

The parties are currently working on a definitive agreement
spelling out their support for a plan or sale of the assets.

The Debtors began the marketing process on March 26, 2012.  The
process is structured to obtain the highest and best bids for the
assets.

A hearing on the requested exclusivity extension is set for
April 23.

                      About Indianapolis Downs

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

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

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

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


JEFFERSON COUNTY, AL: Trial on Use of Sewer Revenue Begins
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, and holders of $3.1
billion in defaulted sewer bonds began a three-day trial April 11
where the U.S. Bankruptcy Court in Birmingham will decide how much
revenue from the sewer system can be kept from bondholders and
used instead to repair and upgrade the system.

Bondholders contend nothing that be withheld aside from expenses
explicitly listed in the bond documents. The county believes
bankruptcy law gives the right to divert more revenue
from payment of bondholders' interest.

Holders of the sewer debt argue that precluding them from
receiving some revenue from the sewer system is an uncompensated
taking of property in violation of the Fifth and 14th Amendments
to the U.S. Constitution.

Under an interim settlement, bondholders are receiving $5.5
million a month. The settlement, expiring in May, was intended to
generate some cash flow for bondholders until the bankruptcy judge
decides how much they are entitled to receive.

                   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.

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.

At the end of March, Financial Guaranty Insurance Co., which
guaranteed about half of the $3.1 billion in sewer bonds sold by
Jefferson County, Alabama, filed papers asking the bankruptcy
judge in Birmingham to allow the receiver for the sewer system to
complete the process of raising rates.  In June 2011, the receiver
was set to raise the rates 25 percent before he held off the plan
in favor of discussions that led to agreements on slower-paced
increases and an overall restructuring.


JESCO CONSTRUCTION: Can Employ L. Kelly Baker as Accountant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
has granted JESCO Construction Corporation permission to employ L.
Kelly Baker, CPA, PA, as accountant.

The firm will:

     a. prepare financial statements;

     b. assume primary responsibility for the filing of necessary
        tax returns; and

     c. provide other general accountant services as the Debtor
        may require from time-to-time.

The Firm has agreed to perform the services at these hourly rates:

           L. Kelly, Baker, CPA             $175, or $250 for out-
                                            of-town work

           Senior Accountants               $90

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

                  About Jesco Construction Corp.

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Attorneys at
the Law Offices of Craig M. Geno, PLLC, serve as counsel for the
Debtor.  In its schedules, the Debtor disclosed $100 million in
assets and $14,662,901 in liabilities.


LEHMAN BROTHERS: Initial Payouts to Creditors Total $22.5 Billion
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. disclosed that in a court filing the
percentage recovery that will be distributed to holders of allowed
claims against various former Lehman Debtors when the initial
distributions begin on April 17, 2012.

Lehman's initial distribution to creditors will total
approximately $22.5 billion.  This distribution includes both
payments to 3rd party creditors and payments among the Lehman
Debtors, and does not include $4.4 billion of cash reserved for
disputed claims (see Exhibit B to the court filing, Docket #
27312, for further detail).  Lehman believes that this will be the
largest initial distribution ever made by a company emerging from
bankruptcy, with over 12,000 individual payments.

Separately, about $6 billion of unrestricted cash on hand will not
be distributed and will be reserved for operating and non-
operating expenses, other commitments, anticipated investments in
assets including Archstone, and other secured, administrative,
priority and convenience claims.

In accordance with the Modified Third Amended Joint Chapter 11
Plan that was confirmed on December 6, 2011, subject to available
funds, the second distribution to creditors is anticipated to be
made on or around September 30, 2012.

The Plan, Disclosure Statement and related filings, including the
filing referred to above, can be found at www.lehman-docket.com in
the "Key Documents" section.  Questions relating to the initial
distribution can be directed to the Debtors' claims agent, Epiq
Systems, Inc., at 1-866-879-0688 (U.S.) and 1-503-597-7691 (Non-
U.S.) beginning on April 17, 2012.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

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

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

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

               International Operations Collapse

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEVI STRAUSS: Reports $49.3 Million Net Income in Q1 2012
---------------------------------------------------------
Levi Strauss & Co. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $49.29 million on $1.16 billion of net revenues for the three
months ended Feb. 26, 2012, compared with net income of $39.16
million on $1.12 billion of net revenues for the three months
ended Feb. 27, 2011.

The Company's balance sheet at Feb. 26, 2012, showed $3.21 billion
in total assets, $3.30 billion in total liabilities, $6.20 million
in temporary equity, and a $96.49 million total stockholders'
deficit.

"We had a good start to the fiscal year.  We're pleased with our
performance in the first quarter, and we delivered these results
despite the pressure of high-priced cotton," said Chip Bergh,
president and chief executive officer.  "Conditions remain
challenging in some parts of the world.  As we move through the
remainder of the year our focus will be driving profitable growth
through the core pillars of our business."

"Given the challenges we anticipated in the first half of 2012,
we're pleased with our strong cash flow and our improved working
capital position," said Blake Jorgensen, chief financial officer
of Levi Strauss & Co.

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

                        http://is.gd/ZqJQrv

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'B+' issuer default rating from Fitch Ratings.

As reported by the TCR on March 24, 2011, Fitch Ratings downgraded
its Issuer Default Rating on Levi Strauss & Co. to 'B+' from
'BB-'.  The downgrade of the IDR reflects Levi's soft operating
trends and margin compression, continued high financial leverage,
and Fitch's expectation that Levi's financial profile will not
show meaningful improvement in the next one to two years.


LIBERATOR INC: Files Form S-8, Registers 5 Million Common Shares
----------------------------------------------------------------
Liberator, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 5 million shares of common stock
issuable under the Company's 2009 Stock Option Plan.  The proposed
maximum aggregate offering price is $900,000.  A copy of the
prospectus is available for free at http://is.gd/rCtpcV

                        About Liberator Inc.

Headquartered in Atlanta, Georgia, Liberator, Inc. is a provider
of goods and information to consumers who believe that sensual
pleasure and fulfillment are essential to a well-lived and healthy
life.  The information that the Company provides consists
primarily of product demonstration videos that the Company shows
on its Web sites and instructional DVD's that the Company sells.

The Company had a net loss of $801,252 for the year ended June 30,
2011, following a net loss of $1.03 million during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $4.21 million
in total assets, $5.13 million in total liabilities and a $920,159
total stockholders' deficit.

Gruber & Company, LLC, in Lake Saint Louis, Missouri, noted that
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern unless it is able to
generate sufficient cash flows to meet its financing requirements
and attain profitable operations.


LUMBER PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lumber Products, an Oregon Corporation
          dba Lumber Products Holdings and Management Company
          dba Sunrise Wood Products, Inc.
          dba Lumber Products Washington, Inc.
          dba Millwork & Components, Inc.
          dba Components & Millwork, Inc.
          dba Wood Window Distributors, Inc.
          dba D & J Wood Resources, Inc.
          dba Brady International Hardwoods Company
        19855 SW 124th Avenue
        Tualatin, OR 97062

Bankruptcy Case No.: 12-32729

About the Debtor: Lumber Products --
                  http://www.lumberproducts.com/-- is a wholesale
                  distributor of some of the finest hardwood
                  lumber, hardwood plywood, and door and millwork
                  products to the Northwest, Intermountain, and
                  Southwest states since 1938.

Chapter 11 Petition Date: April 11, 2012

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Robert L. Carlton, Esq.
                  SUSSMAN SHANK LLP
                  1000 SW Broadway, #1400
                  Portland, OR 97205
                  Tel: (503) 227-1111
                  E-mail: rcarlton@sussmanshank.com

Scheduled Assets: $10,000,001 to $50,000,000

Scheduled Liabilities: $10,000,001 to $50,000,000

The petition was signed by Craig Hall, president and chief
operating officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Lemieux Doors                      Trade                $2,075,724
350, Parc Industriel
Windsor Canada, QC J1S 2T2

Columbia Forest Products           Trade                $1,833,117
7900 Triad Center Drive, Suite 200
Greensboro, NC 27409-9075

Masonite Corporation               Trade                $1,024,286
1 N. Dale Mabry, Suite 950
Tampa, FL 33609-2771

Simpson Door Company               Trade                  $974,339
Dept 911800
Denver, CO 80291-1800

Roseburg Forest Products Co        Trade                  $868,340
P.O. Box 4500
Portland, OR 97208-4500

Therma-Tru Doors                   Trade                  $685,725
601 Re Jones Road
Butler, IN 46721

Mt Baker Plywood Co                Trade                  $497,692
2929 Roeder Avenue
Bellingham, WA 98225-2065

Timber Products Sales Co           Trade                  $403,668
305 South 4th Street
Springfield, OR 9747

Lamination Technology              Trade                  $318,084
1213 Avenue C
White City, OR 97503-1085

Northwest Hardwoods Inc.           Trade                  $272,287
820 A. Street, Suite 500
Tacoma, WA 98402-5297

Bright Wood Corporation            Trade                  $242,989

Gary Amoth Trucking Inc.           Trade                  $221,786

Endura Products Inc.               Trade                  $209,809

Somerset Hardwood Lumber           Trade                  $202,611

Flakeboard America Ltd.            Trade                  $175,030

Haley Brothers                     Trade                  $156,926

Kwikset                            Trade                  $138,148

HB&G Building Products Inc.        Trade                  $132,015

Pike Lumber Co Inc.                Trade                  $123,847

Ike Trading Co Ltd                 Trade                  $123,005


M & D INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: M & D Investments, LLC
        2601 S. Bayshore Drive
        Suite 850
        Miami, FL 33133

Bankruptcy Case No.: 12-18671

Chapter 11 Petition Date: April 10, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: James B Miller, Esq
                  19 W Flagler St #416
                  Miami, FL 33130
                  Tel: (305) 374-0200
                  Fax: (305) 374-0250
                  E-mail: bkcmiami@gmail.com

Estimated Assets: $0 to $50,000

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 Alexander Marin, executive
president/CEO.


M WAIKIKI: Files Second Amended Joint Disclosure Statement
----------------------------------------------------------
M Waikiki LLC and the Davidson Family Trust have filed a second
amended disclosure statement in support of its joint plan of
reorganization dated April 6, 2012.

The sources of Cash necessary for the Debtor to pay Allowed Claims
that are to be paid in Cash under the Plan will be:

     A. the Debtor's Cash on hand as of the Effective Date;

     B. Cash arising from the operation and sale of the Hotel and
        other Assets on or after the Effective Date;

     C. Cash in the amount of $34,581,186 -- composed of the Cash
        component of the Exit Capital Contribution in the amount
        of $2,000,000 plus a portion of the Secured Exit Loan --
        to be provided to the Debtor by the Davidson Trust or one
        of its affiliates on the Effective Date, which the Debtor
        will use to pay, inter alia, the Olson Settled Claim
        Amount, Allowed Administrative Claims, Allowed Priority
        Tax Claims, Allowed Miscellaneous Secured Claims, Allowed
        General Unsecured Claims, and any portion of the Allowed
        Wells Fargo Secured Claim payable to Wells Fargo on the
        Effective Date; and

     D. any Cash generated or received by the Debtor on or after
        the Effective Date from any other source, including any
        recoveries from the prosecution of all Causes of Action.

After the Effective Date, the Debtor will retain ownership and
control over the management of the Hotel and all other Assets in
its Estate, pursuant to the New Operating Agreement.  After the
Effective Date, Aqua/Modern will continue to manage the Hotel
pursuant to its modified and assumed management agreement.  The
Manager of the Debtor shall be McKinney Advisory Group, Inc.,
acting through Damian McKinney.  On the Effective Date, McKinney
Advisory Group will receive 0.1% of the New Senior Equity in
consideration for its services as the Debtor's Manager from and
after the Effective Date.

Additional funding in the amount of approximately $9.2 million
will be available to the Debtor, as needed, to fund reserves for
Marriott's Secured Claim, litigation costs, and working capital.

The Secured Exit Loan Documents will include these terms, among
others:

    (i) Interest: From the Effective Date until the Secured Exit
        Loan is paid in full, interest will accrue on the
        principal amount thereof at the rate of 8% per annum.  The
        Debtor will pay annual interest payments on January 15 of
        each year, commencing with Jan. 15, 2016, at a pay rate
        equal to 2% per annum, provided only that (A) the Debtor
        is then current on any payments due and owing on the Wells
        Fargo Plan Note and any payments due and owing to Marriott
        on the Allowed Marriott Unsecured Claim, if any, and (B)
        the Debtor has maintained a debt service coverage ratio of
        at least 1.2 for the monthly payments due under the Wells
        Fargo Plan Note during the immediately preceding 12-month
        period.  All interest in excess of the pay rate will
        accrue and be paid only after the Wells Fargo Plan Note
        has been paid in full.

   (ii) Principal: The principal amount of the Secured Exit Loan
        will become due and payable only upon the sale of the
        Hotel or the occurrence of an event of default under the
        Secured Exit Loan Documents, or the Maturity Date of the
        Wells Fargo Plan Note, and will be subordinate to the
        payment in full of all sums then due under the Wells Fargo
        Plan Note.

  (iii) Collateral: The Secured Exit Loan will be secured by a
        Lien on all of the collateral that secures the Wells Fargo
        Plan Note, but will in all events be junior to the Lien on
        the collateral that secures the Wells Fargo Plan Note.

During the Bankruptcy Case, Marriott has asserted that some or all
of the Claims held by the Davidson Trust are improperly
characterized as secured debt and are instead equity interests in
the Debtor, and that the Davidson Trust is a recipient of a
fraudulent transfer by receiving a secured lien with respect to
$15 million of funds advanced to the Debtor.  The Davidson Trust
disputes Marriott's assertions.  The provisions of the Plan will
constitute a good-faith compromise and settlement of all claims or
controversies relating to the proper characterization of any Claim
held or asserted by the Davidson Trust.  In particular, pursuant
to the Plan, the Davidson Trust will:

     A. voluntarily subordinate the Allowed Davidson Trust Secured
        Claim (Class 6) and the Allowed Davidson Trust Unsecured
        Claim (Class 11) to the payment of (i) all Allowed General
        Unsecured Claims (Class 8) in full, (ii) the Allowed
        Aqua/Modern Claims (Class 9) in full, and (iii) the
        Marriott Unsecured Claim (Class 10), if it is Allowed
        (which the Debtor disputes), in full; provided, however,
        to the extent that the Marriott Unsecured Claim is
        equitably or contractually subordinated and/or may be
        accorded different treatment pursuant to the Bankruptcy
        Code as set forth in Section 5.10(b)(ii)(A) of the Plan,
        it is not required to be paid in full; and

     B. provide the Exit Funding with over $37 million in Cash on
        the Effective  Date plus nearly $9.2 million of additional
        Cash as a line of credit to fund certain reserves for the
        Debtor after the Effective Date.

According to the Debtor, because the Plan Settlement provides for
cash funding by the Davidson Trust in an amount sufficient to pay
all Allowed Unsecured Claims in full, this result is better than
could be achieved even if the Debtor were successful in
subordinating the Davidson Secured Claim or re-characterizing it
as equity.  In consideration for these substantial benefits
provided by the Davidson Trust to fund and implement the Plan, the
Davidson Trust will receive 99.9% of the New Senior Equity in the
Debtor.

A previous iteration of the Plan, reported by the Troubled Company
Reporter on Feb. 6, 2012, contemplates an exit funding of
$39,195,285 from the Davidson Trust on the Effective Date.  That
Exit Funding was to have two components: an exit capital
contribution of $4,500,000 in cash and the secured exit loan of
$34,695,285.  In exchange for the exit capital contribution, the
Davidson Trust will receive 19% of the New Senior Equity in the
reorganized Debtor.

A full-text copy of the second amended disclosure statement is
available at http://bankrupt.com/misc/MWAIKIKI_ds2a.pdf

As reported by the Troubled Company Reporter on April 10, 2012,
the Bankruptcy Court has scheduled the combined confirmation
hearings to begin on June 1, continue June 4-8, and pick up again
July 9-13.  The protracted hearings are because Marriott is
proposing a reorganization plan to compete with the hotel's.

Marriott has filed its own Chapter 11 plan for the Debtor.
According to the Disclosure Statement dated Feb. 27, 2012, the
Marriott Plan provides for full payment in cash of allowed claims
for all classes, except for equity interests.

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

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

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

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

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

                          About M Waikiki

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

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

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

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

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


MICROBILT CORP: Files Outline for 1st Amended Reorganization Plan
-----------------------------------------------------------------
MicroBilt Corporation and CL Verify, LLC submitted to U.S.
Bankruptcy Court for the District of New Jersey a Disclosure
Statement explaining the First Amended Plan of Reorganization.

According to the Disclosure Statement, the Plan is predicated upon
the reorganization of the Debtors.  After the confirmation order
is entered, the Debtors will continue in business as Reorganized
Debtors.

Under the Plan, the Debtors propose to treat claims as:

        Class                       Estimated Percentage Recovery
        -----                       -----------------------------
Class 1 (Non-Tax Priority Claims)              100%
Class 2 (General Unsecured Claims)          75% - 100%
Class 3 (Equity Interests)                     100%
Class 4 (Secured Claims)                       100%

A full-text copy of the Disclosure Statement is available for free
at
http://bankrupt.com/misc/MICROBILT_CORPORATION_ds_1stamendedplan.p
df

                   About MicroBilt Corporation

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

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

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

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


MISTER BEE: To Resume Operations With Investor's Help
-----------------------------------------------------
The Associated Press reports that Mister Bee Potato Chips Co. is
resuming production with the help of a private investor.  Mister
Bee says in a news release that production will resume in the
middle of the second quarter.  It didn't identify the private
investor, but says the investor and others involved in Mister Bee
are committed to keeping its operations in Parkersburg, W.Va.
According to the AP, since filing for bankruptcy, Mister Bee says
it has restructured its organization and operations.

Mister Bee Potato Chip Company -- http://www.shopmisterbee.com/--
makes potato ship in West Virginia.  The family-owned company was
founded in 1951 by Leo and Sara Klein.  It serves West Virginia,
Ohio and eastern Kentucky.  The Company handles its products by
direct-store-delivery.  It filed for Chapter 11 protection (Bankr.
S.D. W.V. Case No. 11-40244) on Nov. 21, 2011.  Judge Ronald G.
Pearson presides over the case.  Marshall C. Spradling, Esq.,
represents the Debtor.  The Debtor estimated both assets and debts
of between $1 million and $10 million.


NH SIMPSON: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: NH Simpson Partnership
        6360 Van Nuys Blvd Ste 204
        Van Nuys, CA 91401

Bankruptcy Case No.: 12-13355

Chapter 11 Petition Date: April 10, 2012

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Rachel S. Ruttenberg, Esq.
                  LAW OFFICES OF MARK E GOODFRIEND
                  16255 Ventura Blvd., Suite 205
                  Encino, CA 91436
                  Tel: (818) 783-8866
                  Fax: (818) 783-5445
                  E-mail: rruttenberg@gmail.com

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

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

A copy of the Company's list of its 16 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-13355.pdf

The petition was signed by Jim Kolodaro, general partner.


NORTEL NETWORKS: Amendment to Jefferies Retention Order Approved
----------------------------------------------------------------
The Bankruptcy Court has authorized Nortel Networks to implement
an amendment to the terms of the previously approved retention of
Jefferies & Company as investment banker.

Under the amended retention, Jefferies' compensation structure
will be modified pursuant to the Application as follows:

     A. Monthly Fee Amount: Pursuant to the Expansion Order,
        Jefferies' monthly fee was reduced from $250,000 to
        $200,000 on and after Feb. 1, 2010.  As modified,
        Jefferies' monthly fee will (i) be reduced to $50,000 per
        month for the period beginning on Jan. 1,2012, and
        concluding on March 31, 2012, and (ii) be $150,000 per
        month thereafter.

     B. Crediting Mechanism: Pursuant to the Expansion Order, 50%
        of the monthly fees paid to Jefferies for services
        rendered on and after Aug. 1, 2010, are credited against
        the transaction fee payable to Jefferies under the
        Engagement Letter.  As modified, (i) during the Initial
        Period, Jefferies' monthly fees will not be credited
        against the transaction fee payable to Jefferies under the
        Engagement letter and (ii) thereafter, 50% of the monthly
        fees paid to Jefferies for services rendered will be
        credited against the transaction fee payable to Jefferies
        under the Engagement Letter.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTEL NETWORKS: Wants Mediator for Retiree Welfare Plans
---------------------------------------------------------
Nortel Networks Inc. asks the Bankruptcy Court for the entry of an
order appointing a neutral mediator concerning the modification or
termination of the Nortel Retiree Welfare Plans and the Nortel LTD
Plans and authorizing the Debtors to pay the costs of engagement.

The Retiree Committee and LTD Committee were appointed in August
2011 in order to engage in negotiations with the Debtors regarding
the modification or termination of employee benefits currently
provided to their constituents.  Despite the passage of over seven
months, and the Debtors having provided voluminous information to
the advisors to the Committees, the Committees have not engaged in
any serious negotiation regarding the modification or termination
of the benefits, and to date have not responded to the proposals
made by the Debtors to each of the Committees on Jan. 17, 2012.
While the Debtors remain willing to explore the possibility of
negotiating consensual termination of the benefit plans before
seeking more substantive relief from the Court, such negotiations
must proceed promptly and in earnest, rather than the plodding
pace seen to date.

The Debtors believe that the appointment of a neutral third-party
mediator in this case is a means for furthering the hope of
achieving a consensual resolution to the modification or
termination of the Plans.  It is well within the Court's power to
appoint a mediator in these circumstances.

The Debtors believe that retention of a neutral third-party
mediator's services will be instrumental in resolving issues
related to the modification or termination of the Plans and in
moving the settlement negotiations forward.  The Debtors already
have committed significant resources to this process since the
Committees were appointed and are mindful of the continued costs
of providing benefits to retirees and long-term disabled
individuals at a time where they are nearing completion of the
wind-down of their estates.  In 2012, the Debtors' remaining
workforce will be reduced to a few essential employees and it is
anticipated that the cost of providing Retiree and LTD benefits
will constitute almost 2.5 times the cost of the annual payroll
and benefits for the Debtors' active employees.

Ann C. Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, informs
the Court that as of April, the Debtors will employ only 47 active
employees, which headcount is expected to drop to only 15
employees in July 2012, and to only 4 employees by the end of the
year.  At the last meeting of the Committees, there were more
professionals and Committee members in attendance than the Debtors
have active employees.  While it is the Debtors' view that the
Plans allow the Debtors to terminate benefits without incurring
additional liability, the Debtors have proposed a generous and
reasonable settlement that would provide some compensation to the
affected employees and are willing to negotiate to see whether a
consensual solution can be reached.  However, such negotiations
require the Committees to actively engage in substantive
discussions.  It is the Debtors' view that the involvement of a
neutral third-party will expedite and improve the process.

While the Debtors could move to terminate the Retiree Welfare
Plans pursuant to section 1114(g), and could terminate the LTD
Plans without Court authorization, Ms. Cordo submits that the
Debtors would prefer to modify the Plans with the Committees'
consent.  However, if agreements are not reached soon, the Debtors
will be forced to seek termination of the Plans without such
consent.  While the Debtors anticipate that the Committees will
oppose such relief, the Debtors must continue the wind-down of
their remaining operations and cannot continue to fund the Plans
indefinitely to the detriment of other creditors of the Debtors'
estates and the completion of their wind-down efforts.  This is
particularly the case now that the mediation to allocate the sale
proceeds amongst the various Nortel estates will be commencing in
earnest, and the pathway to the confirmation of the Debtors' Joint
Chapter 11 Plan is in sight.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTHCORE TECHNOLOGIES: Acquires Envision for $1 Million
--------------------------------------------------------
Northcore Technologies Inc. has released additional details in
regard to its acquisition of Envision Online Media Inc.

As previously announced Northcore has acquired Envision, an Ottawa
based software development company and Microsoft Partner.
Envision has been one of the most respected boutique solutions
providers in the National Capital Area for over a decade and
brings a complementary product and skill set to Northcore.

The purchase price of $1,000,000 will be satisfied by $300,000
cash payment and $700,000 through the issuance of 7,777,777 common
shares at $0.09.  The cash payment will be satisfied by $100,000
cash payment at closing with the remaining $200,000 to be paid
over the next two years, subject to achieving specific performance
criteria.

Further disclosure on Envision's portfolio and capabilities can be
found on their web presence located at www.Envisiononline.ca.

                          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 in 2011, compared with a loss and comprehensive loss of
C$3.03 million in 2010.

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.


ON ASSIGNMENT: Moody's Assigns 'Ba3' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned to On Assignment, Inc. a Ba3
Corporate Family Rating ("CFR") and a Ba3 rating on a new $540
million senior secured credit facility that will be used to
finance the acquisition of Apex Systems, Inc. Moody's concurrently
assigned a B1 Probability of Default Rating and an SGL-2
Speculative Grade Liquidity Rating. The ratings outlook is stable.

Moody's assigned the following ratings (and Loss Given Default
assessments):

- Corporate Family Rating, Ba3

- Probability of Default Rating, B1

- Speculative Grade Liquidity Rating, SGL-2

- Proposed $50 million first lien revolver due 2017, Ba3 (LGD3,
   32%)

- Proposed $490 million first lien term loan due 2019, Ba3
   (LGD3, 32%)

These ratings are subject to Moody's review of final
documentation. A credit opinion will be available on moodys.com.

Ratings Rationale

On Assignment's Ba3 CFR reflects initial pro forma financial
leverage (debt / EBITDA) of 4.5 times using Moody's standard
adjustments. While high for the rating level, Moody's expects
leverage to fall below 4 times by year-end from debt repayment and
organic revenue and earnings growth. The temporary IT and
healthcare staffing industries are expected to grow at double-
digit rates in 2012, as healthcare staffing continues to recover
from near-cyclical lows and IT staffing benefits from strong
underlying secular demand trends. "Over the longer-term, the
merger could provide On Assignment with the opportunity to cross-
sell IT services such as medical record automation to its
healthcare customers", stated Moody's analyst Suzanne Wingo.

Also factored into the ratings are integration and cultural risks
inherent in the acquisition of a large business that has
previously been operated as a stand-alone company. Like other
staffing companies, On Assignment is highly vulnerable to
macroeconomic factors such as rising unemployment and a pullback
in spending on capital projects. However, the Apex business
performed relatively well in 2009 and may help soften the impact
of the next down cycle on the consolidated company's results.

Moody's expects On Assignment to maintain a good liquidity profile
over the next twelve months, as indicated by the SGL-2 rating.
Because of its focus on professional staffing niches with high
bill rates, On Assignment realizes higher profitability margins
than its rated peers. Profits, along with favorable tax elections,
should continue to convert into strong free cash flow generation
of at least $75 million in the next four quarters. Liquidity is
supplemented by a somewhat modest $50 million revolver, which
could be drawn at closing by up to $10 million. If drawn, Moody's
expects the revolver to be fully repaid by year-end.

The stable outlook anticipates that On Assignment will
successfully integrate the Apex acquisition and begin reducing
debt. The outlook also reflects Moody's expectation that On
Assignment will maintain market share and grow revenues in line
with industry averages over the next 12-18 months, while
maintaining stable profitability margins and a good liquidity
profile. The ratings could be upgraded if On Assignment materially
reduces debt such that financial leverage and free cash flow to
debt could be sustained below 3.5 times and above 10%,
respectively, in a downturn. The ratings could be downgraded if
revenues or cash flow decline significantly, or if the company
makes additional debt-financed acquisitions that result in
financial leverage sustained above 4.5 times or free cash flow to
debt falling below 8%.

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

California-based On Assignment is a leading professional staffing
firm, specializing in the technology, healthcare, and life
sciences sectors. Pro forma for the Apex acquisition, 2011
revenues were approximately $1.3 billion.


ONE ALARM: S&P Rates $25-Mil. Revolver, $520-Mil. Term Loan 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '2' recovery rating to Romeoville, Ill.-based
Protection One Alarm Monitoring Inc.'s $25 million senior secured
revolving credit facility and $520 million first-lien term loan.
The '2' recovery rating indicates our expectation for meaningful
(70%-90%) recovery for lenders in the event of payment default,"
S&P said. "Our 'B' corporate credit rating and stable outlook on
Protection One remain unchanged and reflect our view that the
company's 'highly leveraged' financial risk profile and modest
cash flows are likely to preclude sustained de-leveraging. We
consider the company's business risk profile 'weak', reflecting
its limited scale compared with its largest competitor, and the
fact that its revenue has only recently stabilized," S&P said.

RATINGS LIST

Protection One Alarm Monitoring Inc.
Corporate Credit Rating             B/Stable/--

New Ratings

Protection One Alarm Monitoring Inc.
Senior Secured
  $25 mil revolving credit facility  B+
   Recovery Rating                   2
  $520 mil first-lien term loan      B+
   Recovery Rating                   2


OPTIONS MEDIA: Delays Form 10-K for 2011
----------------------------------------
Options Media Group Holdings, Inc., is unable to file its Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 2011, by
the prescribed date of March 30, 2012, without unreasonable effort
or expense because its internal accountants need additional time
to complete portions of the Report as a result of the transition
to a new business of the Company.  The Company intends to file its
Report on or prior to the prescribed extended date.

                        About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business.  In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving.  As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software.  In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses.  Options Media retains
its lead generation business.

The Company also reported a net loss of $11.93 million on $525,103
of net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $5.79 million on $633,208 of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$3.37 million in total assets, $5.76 million in total liabilities,
and a $2.39 million total stockholders' deficit.

As reported in the TCR on May 31, 2011, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about Options
Media Group Holdings' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has a net loss of $9.86 million, and net
cash used in operations of $2.02 million for the year ended
Dec. 31, 2010, and a working capital deficit and an accumulated
deficit of $524,157, and $22.74 million respectively at Dec. 31,
2010.  The independent auditors noted that the Company has also
discontinued certain operations.


PARKER DRILLING: Moody's Affirms 'B1' Senior Note Rating
--------------------------------------------------------
Moody's Investors Service affirmed Parker Drilling's senior note
rating at B1 following the announcement that the company plans to
issue $125 million of 9 1/8% notes in an add-on offering with the
proceeds to retire its 2.125% convertible senior notes. The
Corporate Family Rating (CFR) and the Probability of Default
Rating were affirmed at B1. The outlook is stable.

"The replacement of the convertible notes with additional senior
notes is credit neutral," said Stuart Miller, Moody's Vice
President -- Senior Analyst. "Operationally, the company continues
to post solid results and has maintained its leverage at
conservative levels."

Ratings Rationale

The major driver to Parker's B1 CFR is its exposure to the
cyclical contract drilling market. As a relatively small player in
the drilling rig business, the company has carved out a niche as a
provider of specialized drilling rigs along with a willingness to
work in remote and harsh locations worldwide. Parker's drilling
rigs are used under relatively short term customer commitments
that generate little backlog which causes variability in rig
utilization rates and day rates for the company. In addition, as a
result of operating in developing and undeveloped countries,
Parker is often exposed to political risk. The CFR is positively
influenced by the strong financial performance of Parker's rental
tools business. Having built a reputation as a reliable source for
high-quality drill pipe in the U.S., Parker has been able to
generate significant levels of cash flow in its rental tools
business. Rental tools contributed about 70% of the company's
EBITDA in 2011, and the expected future growth in the drilling of
horizontal wells should lead to improving levels of cash flow from
this business line. With much of Parker's Alaskan rig construction
projects complete, the company should finally begin to see cash
flow from these long-delayed projects in 2012.

According to Moody's Loss Given Default Methodology, the repayment
of the unguaranteed convertible notes with the proceeds of new
senior notes would suggest a one notch differential between the
CFR and the senior note rating -- the modeled result is a B2
senior note rating. However, the model results were over-ridden
due to the strengthening operating performance and improved
leverage position of Parker. If this trend continues, a positive
rating action will be contemplated for the CFR, but a more normal
one-notch differential for the senior notes would likely result.

Parker has good liquidity, reflecting its cash balance of
approximately $97 million and nearly full availability under its
$80 million secured revolving credit as of December 31, 2011. The
credit facility matures in May 2013 and Moody's expects that
Parker will maintain adequate headroom under its covenants in
2011. Financial covenants include Debt/EBITDA of 4.0x, Secured
Debt/EBITDA of 1.5x and EBITDA/Interest Expense of 2.5x. Drawings
under the revolver are subject to a borrowing base calculation
based on the value of certain accounts receivable, barge drilling
rigs, and rental equipment. After the repayment of the convertible
senior notes, Parker will have no other material near term debt
maturities.

The rating outlook is stable and assumes that Parker will maintain
conservative fiscal and operating policies. There is limited
upside at this time for Parker's ratings given the company's
relatively small size, the volatility and capital intensity of the
contract drilling sector, and the inherent business and political
risks from its international operations. Should the ratio of debt
to EBITDA fall below 2.0x and the Alaskan projects begin to
generate cash flow, a positive action could be considered
depending on the outlook at that time for all of the company's
business lines. Materially increased leveraged, tightening
liquidity, or weakening results in the rental tools business could
negatively pressure the ratings.

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

Parker Drilling Company is headquartered in Houston, Texas.


PDQ COOLIDGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: PDQ Coolidge Formad, LLC
        c/o Mr. Salomon Yuken
        300 SW 12th Avenue, Suite 322A
        Miami, FL 33130

Bankruptcy Case No.: 12-18495

Chapter 11 Petition Date: April 8, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

About the Debtor: According to myfloridalicense.com, the Debtor is
                  doing business as Peppertree Shores Apartment
                  and has an Orange, Florida license to operate
                  apartments.

Debtor's Counsel: John D. Linder, Esq.
                  AARONSON SCHANTZ P.A.
                  100 SE 2 Street, 27th Floor
                  Miami, FL 33131
                  Tel: (786) 594-3000
                  E-mail: dlinder@aspalaw.com

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

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

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
PDQ Cooformad Washores, LLC           12-18496         04/08/12
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Salomon Yuken, manager.


PEMCO WORLD: Taps Young Conaway as Bankruptcy Counsel
-----------------------------------------------------
Pemco World Air Services, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ the
law firm of Young Conaway Stargatt & Taylor, LLP as bankruptcy
counsel.

Young Conaway will, among other things:

   -- provide legal advice with respect to the Debtors' powers and
duties in the continued operation of their businesses and the
management of their assets;

   -- prepare on behalf of the Debtors necessary applications,
motions, answers orders, reports, and other legal papers; and

   -- appear in Court and otherwise protecting the interests of
the Debtors before the Court.

The Debtors intend to employ Kirkland & Ellis LLP as special
counsel; Bayshore Partners, LLC as investment banker; and
AlixPartners, LLP as financial advisor.

The hourly rates of Young Conaway personnel are:

         Robert S. Brady, partner            $700
         Michael R. Nestor, partner          $650
         Jaime Luton Chapman, associate      $355
         Justin P. Duda, associate           $305
         Ian J. Bambrick, associate          $285
         Brenda Walters, paralegal           $245

Pursuant to the engagement agreement, Young Conaway received a
$75,000 retainer on Feb. 21, 2012, and a supplemental retainer of
$75,000 on March 5.

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

               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, AL (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.  Young
Conaway will coordinate its efforts with these professionals to
ensure that there in no unnecessary duplication of effort or cost.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.


PEMCO WORLD: Taps Bayshore Partners as Investment Banker
--------------------------------------------------------
Pemco World Air Services, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Bayshore Partners, LLC as investment banker.

Bayshore will, among other things:

   -- assist the debtors in evaluating their strategic options
with respect to the sale or recapitalization of their businesses;

   -- solicit and evaluate proposals from potential parties to a
transaction; and

   -- coordinate the gathering of due diligence materials to be
provided to selected potential parties to a transaction.

The Debtors propose to pay Bayshore:

   1. a monthly advisory fee of $25,000; and

   2. a nonrefundable cash fee deemed earned upon the closing of a
transaction, and payable immediately, and directly from the
proceeds of the transaction or from the Debtors, as a necessary
and reasonable cost of the transaction, equal to:

   -- $400,000; plus
   -- 2% of the consideration in excess of the credit bid amount.

The Debtors agreed to indemnify and hold harmless Bayshore and
each of its affiliates, and their respective directors, officers,
controlling persons, agents, counsel, employees and other advisors
from and against any and all judgments, losses, claims, damages,
liabilities, fees, expenses, or costs related to arising out of
Bayshore's engagement.

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

                  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, AL (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.  Young
Conaway will coordinate its efforts with these professionals to
ensure that there in no unnecessary duplication of effort or cost.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.


PEMCO WORLD: Taps Epiq Bankruptcy as Administrative Advisor
-----------------------------------------------------------
Pemco World Air Services, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ Epiq
Bankruptcy Solutions, LLC as administrative advisor.

The Debtors relate that Epiq was approved by the Court as their
notice and claims agent.

Epiq will, among other things:

   -- assist with, among other things, solicitation, balloting,
and tabulation and calculation of votes, wells as preparing any
appropriate reports, as required in furtherance of confirmation of
the plan(s) of reorganization;

   -- generate an official ballot certification and testifying, if
necessary, in support of the ballot tabulation results; and

   -- gather data in conjunction with the preparation, and assist
with the preparation, of the Debtors' schedules of assets and
liabilities and statements of financial affairs.

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

                  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, AL (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.  Young
Conaway will coordinate its efforts with these professionals to
ensure that there in no unnecessary duplication of effort or cost.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.


PEMCO WORLD: Wants Until May 4 to File Schedules and Statements
---------------------------------------------------------------
Pemco World Air Services, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend until May 4, 2012,
their time to file their schedules of assets and liabilities and
statement of financial affairs.

The Debtors relate that they need additional time to prepare the
schedules and statements.

                  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, AL (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.  Young
Conaway will coordinate its efforts with these professionals to
ensure that there in no unnecessary duplication of effort or cost.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.


PENN VIRGINIA: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Penn Virginia Resource Partners L.P. (PVR) to negative from
stable. "At the same time, we affirmed our 'BB-' corporate credit
rating on the partnership, and our 'B' rating on the senior
unsecured debt; our '6' recovery rating on the unsecured debt is
unchanged. As of Dec. 31 2011, PVR had $841 million of balance-
sheet debt," S&P said.

"The outlook revision reflects the substantially higher financial
leverage pro forma for the $1 billion Chief Gathering LLC [Chief]
acquisition and the volume risk associated with the gathering
lines, which could jeopardize deleveraging plans," said Standard &
Poor's credit analyst Nora Pickens. "Chief's gathering system
overlays Penn Virginia Resource Partners L.P.'s (PVR) existing
footprint in the dry gas area of the Marcellus and consists of
more than 300,000 acres of dedicated production. The acquisition,
by far the largest for PVR to date, marks a strategic shift for
the partnership going forward, because it transforms its cash flow
mix from historically coal-weighted to primarily midstream
oriented."

"We consider the rate of production ramp-up and aggregate
throughput volumes as the key risks related to the transaction.
While the Chief assets have 100% fee-based contracts, the majority
of projected cash flow relating to the acquisition is volume
sensitive and relies on a steep ramp-up in throughput from
producers. In our view, the assets are situated in a region that
achieves attractive economic returns compared with several dry gas
fields across the U.S.; however, the unprecedented low natural gas
price environment leaves PVR susceptible to the risk that
operators do not ramp up production as forecast. Given the
disparity between liquids and natural gas prices, the underlying
business risks for the Chief assets are materially worse than most
wet gas plays in the U.S.," S&P said.

"The negative outlook reflects our view that volumes related to
the Chief acquisition assets may not come on as PVR expects, and
result in weak financial metrics for a sustained period of time.
We could lower the rating if PVR experiences stagnant throughput,
unanticipated operating issues, or cost overruns related to the
construction of the Wyoming pipeline such that debt to EBTIDA is
unlikely to decrease to less than 4.0x in 2013. We could revise
the outlook to stable if we gain greater visibility on the
partnership's ability to reduce financial leverage to the 3.5x-
4.0x range in 2013," S&P said.


PGA HOLDINGS: Moody's Assigns 'B2' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default ratings to PGA Holdings, Inc., owner of
patient satisfaction survey firm Press Ganey. At the same time,
Moody's assigned B1 (LGD 3, 39%) ratings to the company's proposed
first lien senior secured credit facilities, including a $335
million senior secured first lien term loan and a $20 million
senior secured first lien revolver. Moody's also assigned a Caa1
(LGD 6, 90%) rating to the proposed $90 million senior secured
second lien term loan. The proceeds from the senior secured credit
facilities will be used to refinance existing debt and pay
transaction fees and expenses. This is the first time Moody's has
publicly rated PGA Holdings, Inc. The outlook for the ratings is
stable.

All ratings are subject to review of final documentation.

Moody's assigned the following ratings:

$20 million senior secured first lien revolving credit facility,
rated B1 (LGD 3, 39%)

$335 million senior secured first lien term loan, rated B1
(LGD 3, 39%)

$90 million senior secured second lien term loan, rated Caa1
(LGD 6, 90%)

Corporate Family Rating, B2

Probability of Default Rating, B2

Ratings Rationale

"The B2 Corporate Family Rating reflects PGA's small absolute size
based on revenue and earnings, high financial leverage, and modest
interest coverage," stated Moody's Analyst Daniel Gon‡alves.
"However, Press Ganey's credit profile benefits from its leading
market presence within the healthcare information and improvement
services industry."

On a pro forma basis as of December 31, 2011, Moody's estimates
pro forma debt to EBITDA of 7.4 times, including Moody's
adjustment to treat 75% of the company's preferred units at the
parent holding company as debt in accordance with its practice
with regard to the treatment of hybrid securities of this nature.
Excluding the adjustment, Moody's estimates adjusted debt to
EBITDA would be approximately 5.0 times. Over the intermediate-
term, Moody's expects Press Ganey to benefit from favorable
industry fundamentals and regulatory requirements imposed by the
Center for Medicare and Medicaid Services (CMS), and also from an
increase in pay-for performance initiatives on behalf of
commercial payors. While the industry has few legal barriers to
entry, Press Ganey's strong market share and excellent reputation
provide it with a powerful and defensible position within this
niche information services segment. This is demonstrated by the
company's historically high client retention rates. Also
benefiting the credit is Press Ganey's good customer diversity.

The rating outlook is stable, and reflects Moody's expectation
that the company will achieve mid-to-high single digit revenue and
earnings growth over the next twelve months along with modest debt
reduction, leading to reduced financial leverage.

Given the company's small size and Moody's expectation of a modest
absolute amount of free cash flow, Moody's expects the company's
metrics to be strongly positioned at levels usually expected of
higher rated companies. Over time, if the company exhibits sales
and earnings growth such that adjusted leverage is sustained below
4.0 times (excluding the preferred adjustment) and free cash flow
to debt exceeds 8%, the ratings could be upgraded.

Moody's could downgrade the ratings if the company increases
financial leverage or if cash flow weakens such that free cash
flow is expected to be negative, or if liquidity deteriorates.
From a financial metrics perspective, the ratings could be
downgraded if adjusted debt to EBITDA (excluding the preferred
adjustment) exceeds 5.5 times or if free cash flow turns negative
on a sustained basis.

The principal methodology used in rating PGA Holdings, Inc. was
the Global Business & Consumer Service Industry 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.

Headquartered in South Bend, Indiana, PGA Holdings, Inc., through
its subsidiary Press Ganey Associates, Inc. ("Press Ganey") is a
leading provider of performance measurement and improvement
services to U.S. healthcare providers including hospitals
(inpatient), medical practices and alternate-site (outpatient)
providers. The company is privately-held by Vestar Capital
Partners. During 2011, the company generated total revenues of
approximately $217 million.


PGA HOLDINGS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to South Bend, Indiana-based PGA Holdings Inc. PGA is
refinancing its existing, unrated debt. "Our outlook is stable,"
S&P said.

"At the same time, we assigned an issue-level rating of 'B' to
PGA's $20 million revolver and $335 million first-lien term loan
B. The recovery rating on the revolver and first-lien term loan is
'3', indicating our expectation for meaningful (50%-70%) recovery
of principal in the event of payment default. We also assigned a
'CCC+' issue-level rating to PGA's $90 million second-lien term
loan. The recovery rating on the second-lien term loan is '6',
indicating our expectation for negligible (0 to 10%) recovery of
principal in the event of payment default," S&P said.

"We assess Press Ganey's business risk as weak, dominated by a
niche operating focus in the moderately competitive, patient
satisfaction and clinical performance surveying and benchmarking
service business," said Standard & Poor's credit analyst Tahira
Wright. "This is despite Press Ganey's well-established market
position which has provided significant sources of recurring
revenues. We view PGA's financial risk profile as 'highly
leveraged,' including as debt the preferred units of PG Holdco
LLC, PGA's parent. Adjusted leverage is well above 8x. We expect
high-single-digit annual revenue growth while maintaining fairly
steady EBITDA margins of around 38%."

"We believe Press Ganey will benefit from demand generated by
recently mandated compliance reporting requirements. Currently,
demand largely is driven by health care providers seeking to
improve clinical outcomes and measure performance for compensation
purposes by benchmarking patient satisfaction survey results
against peers. We expect new reporting requirements from the
Centers for Medicare and Medicaid Services (CMS) and the overall
push of health care reform to better measure clinical outcomes
will further increase demand for Press Ganey's services. Demand
has expanded in recent years as a result of CMS' currently
required patient satisfaction measures from the Hospital and Home
Health Consumer Assessment of Healthcare Providers and Systems
(HCAHPS and HHCAHPS). We expect demand to further increase as a
result of Medicare's reformed pay-for-performance reimbursement
model that will become effective in 2013. This will require some
providers to be measured against their peers on patient
satisfaction and clinical performance for full reimbursement," S&P
said.


PITTSBURGH CORNING: Insurers Object to Chapter 11 Plan
------------------------------------------------------
Karlee Weinmann at Bankruptcy Law360 reports that two insurance
companies raised objections to Pittsburgh Corning Corp.'s proposed
Chapter 11 reorganization plan on Monday, arguing that provisions
governing millions of dollars of asbestos settlement payouts are
murky and could pose liability hazards for the insurers down the
line.

According to Law360, Mt. McKinley Insurance Co. and Everest
Reinsurance Co. lodged their concerns in response to a judge's
order directing Pittsburgh Corning and its parent, PPG Industries,
to describe how the plan and related documents might be used in
future insurance coverage litigation.

                     About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte & Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.


QIMONDA AG: $33.7 Million Citibank Lawsuit Survives
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the $33.7 million lawsuit on behalf of creditors of
Qimonda North America Corp. and affiliate Qimonda Richmond LLC
against Citibank NA survived the bank's motion to dismiss.  The
creditors trust created under Qimonda's confirmed Chapter 11 plan
sued the bank to recover a payment made about two months before
bankruptcy in early 2009.

The report recounts that Citibank issued a letter of credit to
secure payment of bonds sold to the public. The bank had liens on
some assets to secure its liability to pay bondholders. As
Qimonda's financial condition deteriorated, the bank demanded more
collateral. The issue was solved when Qimonda redeemed the bonds
by transferring $47.9 million to Citibank, with $33.7 million
being used to pay off the bonds.

After Qimonda emerged from Chapter 11, the creditors' trust sued
to recover the $33.7 million, claiming it was a preference paid
within 90 days of bankruptcy. The bank filed a motion to dismiss,
which U.S. Bankruptcy Judge Mary F. Walrath denied on March 26 in
a 20-page opinion.

Even though the safe harbor might protect bondholders from
disgorging what they received, Judge Walrath, the report relates,
said it doesn't protect the bank because the transfer was on
account of a liability on a letter of credit, not a securities
contract.

The lawsuit is EPLG I LLC v. Citibank NA, 11-50603, U.S.
Bankruptcy Court, District of Delaware (Wilmington).

                         About Qimonda AG

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

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

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

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


R4 ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: R4 Enterprises, LLC
        P.O. Box 404
        Westmont, IL 60559

Bankruptcy Case No.: 12-14487

Chapter 11 Petition Date: April 10, 2012

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

Judge: Pamela S. Hollis

Debtor's Counsel: David P. Lloyd, Esq.
                  GROCHOCINSKI, GROCHOCINSKI & LLOYD
                  1900 Ravinia Place
                  Orland Park, IL 60462
                  Tel: (708) 226-2700
                  Fax: (708) 226-9030
                  E-mail: dlloyd@ggl-law.com

Scheduled Assets: $8,171,200

Scheduled Liabilities: $10,827,800

A copy of the Company's list of four largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-14487.pdf

The petition was signed by Ray Shenouda, manager.


R.E. LOANS: Hearing on B-4 Partners' Case Transfer Vacated
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
ordered that the stay of further proceedings in connection with
the Involuntary Petition against B-4 Partners that would otherwise
apply pursuant to Bankruptcy Rule 1014(b) before the Bankruptcy
Court for the Northern District of California, Oakland Division,
is modified to permit, among other things:

   i) the dismissal of the Involuntary Petition against B-4
Partners;

  ii) the Oakland Bankruptcy Court deciding whether or not an
order for relief would be entered against B-4 Partners; and

iii) in the event that the Oakland Bankruptcy Court decides that
no such order for relief would be entered, allowing the Oakland
Bankruptcy Court to award appropriate damages and sanctions on
account of same, if appropriate and warranted.

In the event that the Oakland Bankruptcy Court enters an order for
relief against B-4 Partners, this Court will conduct a hearing on
the Texas Transfer Motion at the time and any hearing on the Texas
Transfer Motion will be continued until further order of this
Court.

The hearing calendared on the Texas Transfer Motion for April 16,
2012, is vacated.

In a separate filing, the Court approved the Bar Date Stipulation.
Fred Hjelmeset, the chapter 7 trustee for the debtors in the case
of In re Walter & Maribel Ng, debtors which is pending in the
Bankruptcy Court for the Northern District of California, will
have until April 9, to amend the Chapter 7 Trustee claim to add
new claims or causes of action against the Debtors and their
estates based on further investigation.

                         About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713,622,015 in assets and $886,002,786 in liabilities as of the
Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


R.E. LOANS: Court Modifies Automatic Stay on Rancho Las Flores
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the stipulation modifying automatic stay to allow Wells
Fargo Capital Finance, LLC, to exercise rights and remedies
against Rancho Las Flores, LLC, in conjunction with R.E. Loans,
LLC, with respect to the Promissory Note payable to R.E. Loans,
LLC, by Rancho Las Flores, LLC.

The Court also ordered that any cash proceeds obtained through the
enforcement of the RLF Note (and the collateral securing the same)
will be applied to R.E. Loans' obligation to Wells Fargo in the
manner set forth in the DIP Financing Order.

To the extent that the Riverside Bankruptcy Court lifts the
automatic stay in the RLF Case to permit Wells Fargo and R.E.
Loans to exercise their rights and remedies against the RLF
property, securing the repayment of the RLF Note, any assets
acquired by R.E. Loans at the subsequent foreclosure sale will
continue to be automatically and without further action subject to
the first-priority liens of Wells Fargo, together with any rents,
revenues or proceeds therefrom.

                         About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713,622,015 in assets and $886,002,786 in liabilities as of the
Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


REDDY ICE: To Seek Prepack Bankruptcy, Merger With Arctic Glacier
-----------------------------------------------------------------
Reddy Ice Holdings, Inc., said Thursday it has filed its Annual
Report on Form 10-K for the year ended Dec. 31, 2011, with the
U.S. Securities and Exchange Commission and confirmed it intends
to file a voluntary Plan of Reorganization under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the
Northern District of Texas.

The Company's plan has the support of a majority of its lenders
and major creditors.  Reddy Ice said the balance sheet
restructuring will ensure strong financial footing for the future
and allow operations to continue uninterrupted.  The Company has
secured commitments from Macquarie Bank Limited for $70 million in
debtor-in-possession financing to fund, among other things, the
Company's working capital needs while in Chapter 11, and $50
million in exit financing to be available to the Company upon
emergence from Chapter 11.

Reddy Ice said the restructuring plan is intended to recapitalize
the Company's business and provide it with the opportunity to
pursue a strategic acquisition of all or substantially all of the
operations and assets of Arctic Glacier Income Fund and its
subsidiaries.

Arctic Glacier filed for creditor protection under the Companies'
Creditors Arrangement Act in Canada.  The CCAA proceedings have
been recognized under Chapter 15 of the Bankruptcy Code in the
United States.  In its CCAA proceedings, Arctic Glacier obtained
court approval for and is implementing a Sale and Investor
Solicitation Process seeking sale and investment proposals from
qualified bidders for Arctic Glacier's business and assets.

On March 28, 2012, Reddy Ice submitted a non-binding letter of
intent for the purchase of all or substantially all of Arctic
Glacier's operations and assets in accordance with the SISP.
Reddy Ice said there can be no assurance it will be able to
consummate an acquisition of Arctic Glacier.

Reddy Ice said it expects to commence the bankruptcy case
promptly.  This process is not expected to have an impact on Reddy
Ice's operations and the Company will seek to pay unsecured trade
vendors in the ordinary course.  Additionally, under the proposed
Plan of Reorganization, which is subject to Bankruptcy Court
approval, Reddy Ice is seeking to, among other things, pay
unsecured trade vendors in full and provide its existing holders
of common stock with a recovery, which would be increased if a
transaction with Arctic is consummated.  All customers will
continue to be serviced without interruption.

Phil Milford and Dawn McCarty, writing for Bloomberg News, report
that Reddy Ice said it reached agreements with debt holders for a
Chapter 11 reorganization to give second-lien noteholders new
stock, while current shareholders will receive as much as 17 cents
a share.

In 2011, as EBITDA declined, the Company began to explore
alternatives to address its capital structure.  In recent months
these efforts have accelerated, with an ad hoc committee of the
largest holders of the Company's existing 11.25% Senior Secured
Notes due 2015 -- First Lien Notes -- and 13.25% Senior Secured
Notes due 2015 -- Second Lien Notes -- negotiating the terms of a
restructuring of the Company's debt obligations.  In addition, an
agreement has been reached with the holders of the majority of the
principal amount of the existing 10.50% Senior Discount Notes due
2012.

"We expect to emerge from this restructuring as a much stronger
company that is well positioned for investment in growth and
enhanced profitability," said Gilbert M. Cassagne, Chief Executive
Officer and President.

Support agreements for the Plan of Reorganization have been
executed by the holders of the majority of the principal amount of
the First Lien Notes and Second Lien Notes as well as the Discount
Notes.  With the support of its lenders and creditors, the Company
will seek to complete the restructuring process quickly,
efficiently and without disruption to its business, and will
request Court approval to emerge from bankruptcy in 45 days or
less.

Reddy Ice's legal advisor on the restructuring is DLA Piper LLP
(US) and its financial advisors are Jefferies & Company, Inc. and
FTI Consulting, Inc.

Reddy Ice said its financial position has been negatively affected
by a weaker economic environment, higher commodity costs and heavy
debt levels.  For the fourth quarter, Reddy Ice reported a net
loss of $33.3 million against a net loss of $29 million in the
prior-year period.  Revenue for the three months ended Dec. 31
dropped 1% to $54.9 million from $55.3 million.  Operating
expenses rose to $15.4 million from $12.6 million.

For the full year, Reddy posted a net loss of $69.5 million from a
net loss of $40.5 million a year earlier.  Annual revenue
increased 4% to $328.5 million from $315.5 million.

Reddy Ice had $434.0 million in total assets and total current
liabilities of $516.6 million, long-term obligations of $100,000
and deferred taxes and other liabilities, net of $14.1 million,
and total stockholdrs' deficit of $96.8 million.  A copy of Reddy
Ice's annual report is available at http://is.gd/H7rXKM

FTI Consulting may be reached through:

          Leigh Parrish
          FTI CONSULTING
          Tel: 212-850-5651
          E-mail: leigh.parrish@fticonsulting.com

                          About Reddy Ice

Dallas, Texas-based Reddy Ice Holdings, Inc. (otcqb:RDDY) --
http://www.reddyice.com/-- is the largest manufacturer and
distributor of packaged ice in the United States.  With
approximately 1,500 year-round employees, the Company sells its
products primarily under the widely known Reddy Ice(R) brand to a
variety of customers in 34 states and the District of Columbia.
The Company provides a broad array of product offerings in the
marketplace through traditional direct store delivery, warehouse
programs and its proprietary technology, The Ice Factory(R).
Reddy Ice serves most significant consumer packaged goods channels
of distribution, as well as restaurants, special entertainment
events, commercial users and the agricultural sector.


RJB RETAIL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: RJB Retail, LLC
        dba Puppy Center
        1148 New Britain Avenue
        West Hartford, CT 06110

Bankruptcy Case No.: 12-20843

Chapter 11 Petition Date: April 9, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Ronald Chorches, Esq.
                  LAW OFFICES OF RONALD I. CHORCHES LLC
                  449 Silas Deane Highway, 2nd Floor
                  Wethersfield, CT 06109
                  Tel: (860) 563-3955
                  Fax: (860) 513-1577
                  E-mail: ronchorcheslaw@sbcglobal.net

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ctb12-20843.pdf

The petition was signed by Ronald J. Brunner, Jr., member.


SAINT CATHERINE: Owners Abruptly End Meeting With Ex-Workers
------------------------------------------------------------
John E. Usalis, writing for Republican Herald, reports that more
than 80 former employees of Saint Catherine Medical Center met
with owner Robert M. Lane on Tuesday to get answers about the
medical center's situation, but most came away frustrated.

According to the report, Tuesday's meeting began at 1 p.m. and
lasted about 25 minutes.  As the employees left the building, many
complained that they hadn't learned much about their personal
situations or the hospital's fate.  One employee was overheard
saying that when the questioning of Mr. Lane became "slighty
heated," Mr. Lane ended the meeting.

The meeting came one day after the hospital filed for relief under
Chapter 11 bankruptcy.  The U.S. Department of Justice, Office of
U.S. Trustee, appointed attorney William G. Schwab, Lehighton, as
the Chapter 11 trustee.

Saint Catherine Hospital of Pennsylvania, LLC, dba Saint Catherine
Medical Center of Fountain Springs filed a Chapter 11 petition
(Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012.  The Debtor
estimated under $50,000 in assets and liabilities.

The Debtor is represented by:

         John H. Doran, Esq.
         DORAN & DORAN, P.C.
         69 Public Square, Suite 700
         Wilkes-Barre, PA 18701
         Tel: (570) 823-9111
         Fax: (570) 829-3222
         E-mail: jdoran@doran-law.net


SBA COMMUNICATIONS: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Boca Raton, Fla.-based wireless communications
tower operator SBA Communications Corp. The outlook is stable.

"We also assigned our 'BB' issue-level rating and '1' recovery
rating to the company's proposed $200 million secured term loan A.
The '1' recovery rating indicates expectations for very high (90%-
100%) recovery of principal in the event of payment default," S&P
said.

"In addition, we affirmed our 'BB' issue-level rating on SBA's
senior secured term loan B and revolving credit facility, which
was increased by $100 million, and will be increased by an
additional $100 million. The '1' recovery rating on the debt
remains unchanged," S&P said.

"At the same time, we affirmed our 'B+' issue-level rating on
senior unsecured debt at intermediate holding company SBA
Telecommunications Inc., removing these ratings from CreditWatch
with negative implications, where they were placed on Feb. 12,
2012. The outlook is stable," S&P said.

"We rate senior notes at SBA Telecommunications Inc. a 'B+' with a
'4' recovery rating, indicating expectations for average (30%-50%)
recovery of principal in the event of payment default. We rate the
$1.4 billion in senior secured credit facilities at SBA Senior
Finance II LLC a 'BB' with a '1' recovery rating," S&P said.

"The affirmation of the 'B+' corporate credit rating and stable
outlook reflect our assessment that the company's overall business
risk profile remains 'strong' with the completion of the Mobilitie
transaction," said Standard & Poor's credit analyst Catherine
Cosentino. "We had placed the corporate credit rating on
CreditWatch Negative on Feb. 21, 2012 due to concerns that the
acquisition could reduce SBA's overall business risk profile
to 'satisfactory' based on Mobilitie's weaker business
characteristics. Mobilitie towers have lower lease-up levels than
that of tower portfolios of other operators, and include a
revenue-sharing mechanism that reduces overall profitability
potential for the towers as additional tenants are added. We
also believed that the transaction could have resulted in
heightened leverage of more than 9x."

"We still believe that Mobilitie's towers may be slower to achieve
colocation lease-up and have lower profit potential due to the
revenue-sharing element. However, we also believe that this does
not translate into a material difference in SBA's business risk
assessment, since more than 80% of the SBA towers will still carry
the same favorable business risk characteristics that support the
strong business assessment, including lease-up of around 2.3
tenants per tower and tower gross profit margins and overall
EBITDA margins exceeding 79% and 63%," S&P said.

"In addition, as a result of a $285 million equity issuance and
associated notes repayment through an equity clawback, 2011
leverage, pro forma for the acquisition, is nearly 9x, and we
expect this to improve to around 8x by the end of 2012," S&P said.

"The outlook is stable. The stable outlook incorporates the view
that the company's leverage will remain high; debt to EBITDA, pro
forma for Mobilitie, totaled nearly 9x for 2011 and is expected to
improve only moderately to around 8x by year end 2012. Such
leverage levels are not supportive of a higher rating over at
least the next year, especially given SBA's targeted net debt
leverage of 7x to 7.5x, before our adjustments, which translate
into leverage of about 8x to 8.5x. Conversely, given the company's
adequate liquidity, a downgrade is also unlikely unless leverage
rises to the 10x area, with no expectation for near-term
improvement. We believe this could occur and prompt a downgrade if
the company's financial policy became materially more aggressive -
for example, if it adopted a share repurchase program or paid a
special dividend exceeding around $1.3 billion, and funded these
actions with additional debt. Likewise, if the company increased
leverage above 10x area to acquire or build additional towers that
lacked anchor tenants or had much lower cash flow margins than
their current tower base, this, too, could prompt a downgrade,"
S&P said.


SCHOMAC GROUP: NSS RV Central Gets Continued Access to BOKF Cash
----------------------------------------------------------------
NSS RV Central OG Limited Partnership, debtor-affiliate of Schomac
Group, Inc., et al., notified the U.S. Bankruptcy Court for the
District of Arizona that BOKF, N.A. has consented to its continued
use of the cash collateral, subject to a Court order limiting or
terminating the use.

The Debtor also stated that during the period, any interested
party may file a written objection to the continued use of cash
collateral.  In the event an objection is filed, a hearing will be
scheduled by the Court on that objection.

                 About The Schomac Group & TEDCO

Tucson, Arizona-based The Schomac Group, Inc., develops,
constructs, manages, and invests in residential, industrial, and
commercial real property.  Tedco, Inc., invests in real property
and in mortgages backed by real property.  Schomac Group and Tedco
filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case Nos. 11-
22717 and 11-22720) on Aug. 9, 2011.  In its schedules, Schomac
Group disclosed $48,929,897 in total assets and $34,583,005 in
total liabilities.  Judge Eileen W. Hollowell presides over the
cases.  Mesch, Clark & Rothschild, P.C., serves as the Debtors'
counsel.

Attorney for secured lender LNV Corp. is William Novotny, Esq., at
Mariscal Weeks McIntyre & Friedlander, PA.


SHOREBANK CORP: Jennifer Wynn Named Jamil Moore's Representative
----------------------------------------------------------------
The U.S. Trustee has amended the appointment of unsecured
creditors committee in the bankruptcy case of The Shorebank
Corporation to add Jennifer E. Wynn, as representative for Jamil
Moore, a minor.  Ms. Wynn is the mother of Mr Moore.  Ms. Wynn can
be contacted at:

                 Jennifer E. Wynn
                 c/o Richard S. Lauter
                 Freeborn & Paters LLP
                 311 South Wacker Drive, Suite 300
                 Chicago, IL 60606

As reported by the TCR on March 27, 2012, the U.S. Trustee
appointed Jamil Moore, The Bank of New York Mellon and Wilmington
Trust Company as Committee members.

                          About ShoreBank

Organized in 1973 and incorporated under the state of Illinois,
The ShoreBank Corporation was America's first and leading
community development and environmental bank holding company.  SBK
was a registered bank holding company for, among others, its
subsidiary, ShoreBank in Chicago, a state chartered non-member
bank.  The Bank was subject to oversight and regulation by its
primary regulator, the Illinois Department of Financial and
Professional Regulation.

On Aug. 20, 2010, the Bank was closed by the IDFPR, and the
Federal Deposit Insurance Corp. was named receiver.  The FDIC sold
substantially all of the Bank's assets to Urban Partnership Bank.
SBK's principal asset and source of income was its investment in
the Bank.  The Bank Closure has had a significant adverse affect
on SBK's liquidity, capital resources, and financial condition.
On Jan. 9, 2012, SBK and 11 affiliates commenced Chapter 11 cases
(Bankr. N.D. Ill. Lead Case No. 12-00581) to liquidate their
remaining assets and wind down their estates.

The case was initially assigned to Judge Jacqueline P. Cox.  On
Jan. 10, she recused herself and the case was sent to Judge A.
Benjamin Goldgar's chambers.

George Panagakis, Esq., leads a team of lawyers at Skadden, Arps,
Slate, Meagher & Flom LLP, who represent the Debtors.  Garden City
Group Inc. serves as the Debtors' claims agent.  The petition was
signed by George P. Surgeon, president and CEO.

The Debtors filed their Chapter 11 Plan of Liquidation on Jan. 31,
2012.


SHOREBANK CORP: Committee Can Retain Mark Hebbeln as Counsel
------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of The Shorebank Corporation, et al., to
retain Mark F. Hebbeln, Esq., at Foley & Lardner LLP, as its
counsel.

Mr. Hebbeln will be entitled to compensation and reimbursement of
expenses in accordance with the Bankruptcy Code and Federal Rules
of Bankruptcy Procedure.

                          About ShoreBank

Organized in 1973 and incorporated under the state of Illinois,
The ShoreBank Corporation was America's first and leading
community development and environmental bank holding company.  SBK
was a registered bank holding company for, among others, its
subsidiary, ShoreBank in Chicago, a state chartered non-member
bank.  The Bank was subject to oversight and regulation by its
primary regulator, the Illinois Department of Financial and
Professional Regulation.

On Aug. 20, 2010, the Bank was closed by the IDFPR, and the
Federal Deposit Insurance Corp. was named receiver.  The FDIC sold
substantially all of the Bank's assets to Urban Partnership Bank.
SBK's principal asset and source of income was its investment in
the Bank.  The Bank Closure has had a significant adverse affect
on SBK's liquidity, capital resources, and financial condition.
On Jan. 9, 2012, SBK and 11 affiliates commenced Chapter 11 cases
(Bankr. N.D. Ill. Lead Case No. 12-00581) to liquidate their
remaining assets and wind down their estates.

The case was initially assigned to Judge Jacqueline P. Cox.  On
Jan. 10, she recused herself and the case was sent to Judge A.
Benjamin Goldgar's chambers.

George Panagakis, Esq., leads a team of lawyers at Skadden, Arps,
Slate, Meagher & Flom LLP, who represent the Debtors.  Garden City
Group Inc. serves as the Debtors' claims agent.  The petition was
signed by George P. Surgeon, president and CEO.

The Debtors filed their Chapter 11 Plan of Liquidation on Jan. 31,
2012.


SHUANEY IRREVOCABLE: Court OKs Mark Freund as Counsel
-----------------------------------------------------
Shuaney Irrevocable Trust sought and obtained approval from the
U.S. Bankruptcy Court to employ The Law Office of Mark Freund as
counsel.  Mark Freund will be compensated at an hourly rate of
$300 per hour for his services.

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

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  Judge William S. Shulman presides over the case.
The Debtor scheduled $20,996,723 in assets and $19,625,890 in
debts.  The petition was signed by Michael P. Spellman, Trustee.


SHUANEY IRREVOCABLE: Bank Seeks to Prohibit Cash Collateral Use
---------------------------------------------------------------
Beach Community Bank filed a motion with the U.S. Bankruptcy Court
to prohibit Shuaney Irrevocable Trust from using the bank's cash
collateral.

BCB is a federally insured banking entity organized and operating
in the State of Florida, and is on the U.S. Trustee's approved
list of Authorized Depositories in the Northern District of
Florida.

According to BCB, the Debtor was indebted to the bank on Dec. 1,
2011, in the sum of $12,921,430.  The Debtor has three accounts
with BCB.  Those accounts include a money market account with a
balance of $3,125,000 an interest reserve account with a balance
of $369,000, and a checking account with a balance of $40.

BCB maintains that it has a perfected pre-petition security
interest on the funds in the money market and interest reserve
accounts and, as such, the deposited funds constitute cash
collateral.

At no time prior to the Debtor's filing of bankruptcy has the
money market account or the interest reserve account been used to
fund Shuaney's operations -- only its obligations to BCB.

BCB says it is an undersecured creditor.  BCB says it is concerned
that the Trustees of the Shuaney Irrevocable Trust will use the
bank's cash collateral without court order for expenses wholly
unrelated to the Trust.  BCB says such use of the funds by the
Trustees of the Debtor would cause irreparable harm to the bank as
the Debtor's schedules reflect it does not otherwise have funds
with which to work.

                       About Shuaney Irrevocable

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  Judge William S. Shulman presides over the case.
The Law Office of Mark Freund, Esq., serves as the Debtor's
counsel.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.  The petition was signed by Michael P.
Spellman, Trustee.


SILICON VALLEY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Silicon Valley Innovation Company, LLC
        aka Silicon Valley Inovation Capital, LLC
        aka SVIC
        Attn. Robert Lott
        530 Lytton Avenue, 2nd Floor
        Palo Alto, CA 94301

Bankruptcy Case No.: 12-52706

Chapter 11 Petition Date: April 10, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Stephen Benda, Esq.
                  LAW OFFICES OF STEPHEN BENDA
                  750 Menlo Ave. #350
                  Menlo Park, CA 94025-4759
                  Tel: (650) 323-6600
                  E-mail: esq@bendalaw.com

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb12-52706.pdf

The petition was signed by Riverson Leonard, officer.


SLAVERY MUSEUM: Court Sets June 6 Hearing to Approve Plan
---------------------------------------------------------
The Associated Press reports that U.S. Bankruptcy Judge Douglas O.
Tice Jr. on Wednesday scheduled a June 6 hearing on the plan of
reorganization for the U.S. National Slavery Museum.  The plan is
heading to creditors for a vote.  Under a plan submitted by the
museum's attorney, Sandra R. Robinson, the museum would launch a
fundraising effort to repay creditors and get the museum back on
track.  Judge Tice complimented Robinson on her efforts to revive
the museum, the AP says.

The Slavery Museum filed a reorganization plan in February that
counts on $900,000 per year in donations and would repay the city
of the city of Fredericksburg, Virginia, $15,000 per quarter for
back taxes.  Fredericksburg is owed about $250,000 in back taxes,
which would be paid quarterly starting Oct. 1, under the plan,
according to the report.

According to the AP, Wednesday's hearing lasted less than five
minutes.  The report relates Ms. Robinson filed an amended
reorganization plan this week to dig the museum out from
$7 million in debt.  Key to the plan is regaining the museum's
tax-exempt status so it can resume fundraising.  That would occur
"on or before April 30, 2012," under the plan.

The United States National Slavery Museum, based in Richmond,
Virginia, filed for Chapter 11 protection (Bankr. E.D. Va. Case
No. 11-36013) on Sept. 21, 2011.  Judge Douglas O. Tice, Jr.,
presides over the case.  Sandra Renee Robinson, Esq., at Robinson
Law & Consulting Firm, P.C., represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


SOLERA HOLDINGS: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Dallas-based Solera Holdings Inc. The outlook is
stable.

"At the same time, we raised our rating on the company's senior
unsecured notes, which includes the $300 million add-on, to 'BB'
from 'BB-'. We also revised the recovery rating on the notes to
'4' from '5'. The '4' recovery rating reflects our expectation of
average (30%-50%) recovery for lenders in the event of payment
default," S&P said.

"The company is refinancing a portion of existing debt and using
the remaining proceeds for future acquisitions and general
corporate purposes, with a minimal resulting increase in
leverage," S&P said.

"In addition, we raised our issue ratings on the company's
extended first-lien credit facilities to 'BBB-' from 'BB+'. The
maturity of the senior facilities has been extended to 2017. We
revised the recovery rating on the debt to '1' from '2'. The '1'
recovery rating reflects our expectation of very high (90%-100%)
recovery for lenders in the event of payment default," S&P said.

"The rating on Solera reflects its 'fair' business risk profile
and 'significant' financial risk profile, incorporating a
relatively narrow target market and an aggressive growth strategy
which can result in spikes in leverage," said Standard & Poor's
credit analyst Katarzyna Nolan. "Consistent profitability, good
cash flow generation, and a solid market position in the global
automobile insurance claims processing industry are partial
offsets."

"Solera provides software, information, and workflow management
systems to support automotive claims processes. While the company
shares a leading position in the North American market with CCC
Information Services Inc. and Mitchell International inc., it has
a dominant presence in the more fragmented, but higher growth
international markets. Solera's global presence should enable it
to continue to benefit from opportunities in underpenetrated
international markets, as well as the faster growth in the number
of cars outside the U.S. In addition, a highly visible and
recurring revenue base and high customer switching costs provide
support to our business evaluation of Solera," S&P said.

"The outlook is stable, reflecting good revenue growth and
consistent EBITDA margins supported by the company's recurring
revenue base. We could lower the rating if Solera pursues a more
aggressive acquisition strategy and financial policy, with
sustained leverage in excess of 4x. An upgrade would be predicated
on consistent growth and profitability, with leverage in the mid-
2x area," S&P said.


SOUTHERN MONTANA: Court OKs Deal to Reject PPSA with PPL Energy
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana approved a
stipulation between Lee A. Freeman, as Chapter 11 trustee for
Southern Montana Electric, Generation and Transmission
Cooperative, Inc., and creditor PPL Energy Plus, LLC, relating to
the rejection of that certain power purchase and sales agreement
dated Sept. 17, 2004.

The Debtor and PPL are parties to PPSA which provides for the
purchase and sale of firm quantities of power by PPL, as seller,
to the Debtor, as buyer.

Prior to the Petition Date, the Debtor was in default under
several provisions of the PPSA.  The Debtor has also defaulted
under the PPSA on a postpetition basis.

Pursuant to the stipulation, among other things:

   -- the trustee, on behalf of the Debtor, rejects the PPSA
effective upon the entry of the Court order;

   -- the rejection of the PPSA constitutes a prepetition breach
of the PPSA, and the breach is an event of default of the PPSA;

   -- PPL will in good faith calculate its damages resulting from
the breach of the PPSA and all ongoing and outstanding
transactions; and

   -- the written notice of the amount of the Termination Payment
requirement will be satisfied by any proof of claim filed by PPL.

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

                  About Southern Montana Electric

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

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

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

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  Mr. Freeman retained Horowitz & Burnett, P.C., as his
counsel and Waller & Womack, P.C., as local counsel.

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

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee and he is represented by
Waller & Womack and Horowitz & Burnett, P.C.


SOUTHERN MONTANA: Trustee Taps Hein & Assoc. as Fin'l Accountants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
Lee A. Freeman, the duly appointed and acting Chapter 11 trustee
for Southern Montana Electric Generation and Transmission
Cooperative, Inc., to employ Hein & Associates LLP as its
financial accountants.

The trustee selected the firm because he requires financial
accounting services, including those related to:

   i) advising the trustee on financial statement reporting
requirements and assisting on same;

  ii) advising management for the Debtor on routine accounting
issues as they arise; and

iii) reviewing and drafting disclosures, management's discussion,
analysis of financial condition, and results of operations.

Jim Brendel, national director of audit and accounting in the
firm, tells the Court that the hourly rates of the firm's
accountants and assistants who may be expected to work on the case
are:

         James Brendel, partner               $365
         Jake Vossen, partner                 $345
         Greg Pfahl, partner                  $310
         Scott Drakulich, senior manager      $255
         Dan Edwards, manager                 $235
         Nicole Meier, supervisor             $175

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

                  About Southern Montana Electric

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

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

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

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  Mr. Freeman retained Horowitz & Burnett, P.C., as his
counsel and Waller & Womack, P.C., as local counsel.

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

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee and he is represented by:

         Joseph V. Womack, Esq.
         WALLER & WOMACK
         303 N. Broadway, Suite 805
         Billings, MT 59101
         Tel: (406) 252-7200
         Fax: (406) 252-4266
         E-mail: jwomack@jvwlaw.com

                 - and -

         John Cardinal Parks, Esq.
         Bart B. Burnett, Esq.
         Robert M. Horowitz, Esq.
         Kevin S. Neiman, Esq.
         HOROWITZ & BURNETT, P.C.
         1660 Lincoln Street, Suite 1900
         Denver, CO 80264
         Tel: (303) 996-8600
         Fax: (303) 996-8636
         E-mail: jparks@hblegal.net
                 bburnett@hblegal.net
                 bhorowitz@hblegal.net
                 kneiman@hblegal.net


SOUTHERN SKY: Direct Air Case Converted to Liquidation
------------------------------------------------------
Direct Air saw its Chapter 11 case converted to a liquidation in
Chapter 7, at the behest of the U.S. Trustee.

Michael Smith, writing for myhorrynews.com, reports that the
Chapter 7 conversion order follows accusations listed in a motion
filed earlier Wednesday by Direct Air's largest creditor, Chemoil
Corporation, which questioned previous Direct Air filings
expressing hope the air carrier would fly again.  Chemoil also
demanded an immediate conversion to Chapter 7 bankruptcy.
Chemoil, a Florida fuel company, said it is owed more than $3.2
million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee said assets amounted to $45,000 in
cash and the value of furniture and equipment.  Liabilities
include $3.9 million in trade debt, $1 million owing to airlines,
$1.4 million in taxes, and $1 million owing to the Transportation
Security Administration for security costs, according to the U.S.
Trustee, the Justice Department's watchdog for bankruptcies.

Southern Sky Air & Tours, LLC, doing business as Direct Air, filed
a Chapter 11 petition (Bankr. D. Mass. Case No. 12-40944) on March
15, 2012.  Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP,
in Boston, serves as counsel.  The Debtor estimated up to
$1 million in assets and up to $50 million in liabilities.

The airline began operating in 2007, stranding customers when it
halted operations three days before the bankruptcy filing.  Top
executives resigned.


SOUTHWEST CONCRETE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Southwest Concrete Pumping, Inc.
        2323 W. Oxford Ave.
        Englewood, CO 80110

Bankruptcy Case No.: 12-17034

Chapter 11 Petition Date: April 10, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Michael J. Guyerson, Esq.
                  ONSAGER, STAELIN & GUYERSON, LLC
                  1873 S. Bellaire St., Suite 1401
                  Denver, CO 80222
                  Tel: (303) 512-1123
                  Fax: (303) 942-3502
                  E-mail: mguyerson@comcast.net

Scheduled Assets: $1,073,859

Scheduled Liabilities: $11,399,628

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cob12-17034.pdf

The petition was signed by Jeffrey C. Moll, president.


SP NEWSPRINT: Platt Electric Wants Perfection of Construction Lien
------------------------------------------------------------------
Platt Electric Supply, Inc., by and through its counsel, the
Bernstein Law Firm, P.C., asks the U.S. Bankruptcy Court for the
District of Delaware for relief from the automatic stay to
maintain perfection of construction lien against SP Newsprint
Holdings LLC et., al.

Specifically, Platt Electric requests leave to either commence a
new foreclosure complaint or answer and cross-claim in an existing
lawsuit, and serve a summons and complaint or other pleading on
various parties alleged to be necessary parties including the
Debtors, and record notice of the proceeding commenced by the
filings.

Prior to the Filing Date, Platt Electric contracted with Debtor SP
Newsprint Co., LLC formerly doing business aa Southeast Paper
Manufacturing Co. to provide labor, materials, supplies, and
services for SPN at the real property located at 1301 Wynooski
Street, Newberg, Oregon.  Platt Electric completed its services
prior to the Filing Date.  On Dec. 16, 2011, Platt Electric
recorded a construction lien in the total amount of $32,624, plus
interest.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


STELLAR GT: Court Extends Lift Stay Order Until June 30
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland extended
until that June 30, 2012; the time that Debtors Stellar GT TIC
LLC, and VFF TIC LLC, and Wells Fargo Bank, N.A., may consensually
seek a further extension of the receivership order in the
receivership action.  The Court also suspended any applicable
turnover requirements under 11 U.S.C. Section 543.

Wells Fargo, as trustee for the registered holders of Deutsche
Mortgage & Asset Receiving Corporation, COMM 2007-C9, Commercial
Mortgage Pass-Through Certificates, U.S. Bank National
Association, as trustee, as successor in interest to Bank of
America, National Association, as trustee, as successor in
interest to Wells Fargo Bank, N.A., as trustee for the registered
holders of Deutsche Mortgage & Asset Receiving Corporation, CD
2007-CD5 Commercial Mortgage Pass-Through Certificates, and FCP
Georgian Towers, LLC, acting by and through Helios AMC, LLC, in
its capacity as special servicer, holds certain notes evidencing a
mortgage loan guaranteed by the Debtors in the aggregate original
principal amount of $185,000,000, secured by a certain Indemnity
Deed of Trust, Security Agreement, Financing Statement, Fixture
Filing and Assignment of Leases, Rents and Security Deposits dated
Feb. 28, 2007.

The Court further authorized the receiver to continue to operate
and manage the project until June 30, as directed and permitted by
the receivership order and the lift stay order.

The parties had sought for the continuation of the receivership
for a limited period of time while the Debtors finalize the sale
of the project or the restructuring pursuant to the confirmation
order.  The parties asserted that the relief sought is in the best
interests of all parties because it will preserve the value of the
project and will prevent disruption to the management and
operation of the Project.

                 About Stellar GT TIC and VFF TIC

Stellar GT TIC LLC and VFF TIC LLC own an 891-unit multi-family
high rise property, consisting of two 14-story apartment
buildings, located at 8750 Georgia Avenue in Silver Spring,
Maryland, commonly known as "The Georgian".  FCP Georgian Towers
holds certain notes evidencing a mortgage loan guaranteed by the
Debtors in the aggregate original principal amount of
$185,000,000.  On Dec. 30, 2009, FCP commenced a receivership
action in the Circuit Court for Montgomery County, Case No.
324928-V, seeking the appointment of a receiver for the Project.

Stellar GT TIC and VFF TIC filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011.  Judge
Paul Mannes presides over the case.  Michelle Maloney-Raymond is
the case administrator.  Matthew G. Summers, Esq., and Michelle
McGeogh, Esq., at Ballard Spahr LLP, in Baltimore, serve as the
Debtors' counsel.

Mark Taylor, Esq. -- mdtaylor@kilpatricktownsend.com -- at
Kilpatrick Townsend & Stockton LLP, in Washington, DC; and Jantra
Van Roy, Esq. -- jvanroy@zeklaw.com -- at Zeichner Ellman & Krause
LLP, in New York, represent the Lender.

The U.S. Trustee for Region 4 notified the Court that he has not
appointed an unsecured creditors' committee in the Chapter 11
cases of Stellar GT TIC LLC and VFF TIC LLC.

The Debtors negotiated a plan of reorganization before filing for
Chapter 11.  The plan is premised on either (1) a sale of the
project pursuant to an auction process or (2) a consensual
restructuring of the secured debt.  Broker CB Richard Ellis Inc.
was hired to conduct the sale.

On Nov. 22, 2011, Judge Mannes entered an order (I) finally
approving the disclosure statement and (II) confirming Stellar GT
TIC and VFF TIC's Joint Plan of Reorganization and authorizing (A)
Sale of "The Georgian"free and clear of all liens, claims and
interests and alternatively (B) restructuring pursuant to the Plan
if the Sale does not close.  The highest and best price offered at
the Auction was the $193 million offer made by Lowe Real Estate
Group-East, Inc.


SUPERCONDUCTOR TECH: Gets NASDAQ Bid Price Deficiency Letter
------------------------------------------------------------
Superconductor Technologies Inc. received notification from the
NASDAQ Stock Market Listing Qualifications Department stating
STI's common stock bid price has fallen below $1.00 for a period
of 30 consecutive business days and therefore the company is not
in compliance with Rule 5550(a)(2), which is NASDAQ's minimum bid
price rule.  The notification has no effect on the listing of
STI's common stock at this time, which will continue to trade on
the NASDAQ Capital Market under the symbol "SCON."

The NASDAQ letter states STI has been provided a 180-day grace
period, through October 2, 2012, to regain compliance, which
requires the bid price for STI's common stock to close at $1.00 or
higher for a minimum of 10 consecutive business days within the
stated 180-day grace period.  At the close of the grace period, if
STI has not regained compliance, it may be eligible for an
additional grace period of 180 days, if it meets the continued
listing requirement for market value of publicly held shares and
all other initial listing standards, with the exception of bid
price, for the NASDAQ Capital Market and it provides NASDAQ with
notice of its intent to timely cure the bid price deficiency.  If
it is not eligible for an additional grace period, STI will
receive notification that its securities are subject to delisting,
and it may then appeal the delisting determination to a Hearings
Panel.

STI intends to monitor the closing bid price of its common stock
and may, if appropriate, consider implementing available options
to regain compliance with the minimum bid price requirement.

               About Superconductor Technologies

Headquartered in Austin, TX, Superconductor Technologies Inc. --
http://www.suptech.com/-- has been a world leader in HTS
materials since 1987, developing more than 100 patents as well as
proprietary trade secrets and manufacturing expertise.  For more
than a decade, STI has been providing innovative interference
elimination and network enhancement solutions to the commercial
wireless industry.  The company is currently leveraging its key
enabling technologies, including RF filtering, HTS materials and
cryogenics to develop energy efficient, cost-effective and high
performance second generation (2G) HTS wire for existing and
emerging power applications, to develop applications for advanced
RF wireless solutions and innovative adaptive filtering, and for
government R&D. Superconductor Technologies Inc.'s common stock is
listed on the NASDAQ Capital Market under the ticker symbol
"SCON."


SWEPORTS LTD: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Sweports, Ltd.
                4709 Golf Road, Suite 300
                Skokie, IL 60076

Case Number: 12-14254

Involuntary Chapter 11 Petition Date: April 9, 2012

Court: Northern District of Illinois (Chicago)

Petitioners' Counsel: Neal L. Wolf, Esq.
                      NEAL WOLF & ASSOCIATES, LLC
                      155 N. Wacker Drive, Suite 1910
                      Chicago, IL 60602
                      Tel: (312) 228-4990
                      Fax: (312) 228-4988
                      E-mail: nwolf@nealwolflaw.com

Creditors who signed the involuntary petition:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Michael J. O'Rourke      Judgment               $345,000
55 W. Wacker Drive
Suite 1400
Chicago, IL 6060

Michael C. Moody         Judgment               $345,000
55 W. Wacker Drive
Suite 1400
Chicago, IL 60601

John A. Dore             Judgment               $345,000
626 W. Jackson Blvd.
5th Floor
Chicago, IL 60661


TELLICO LANDING: Files Amended Second Disclosure Statement
----------------------------------------------------------
Tellico Landing, LLC, filed with the Bankruptcy Court its Amended
Second Disclosure Statement.

The Debtor disclosed that in May 2009 Robert Stooksbury filed a
law suit in the State of Tennessee, Blount County Chancery Court
naming Michael Ross, the Debtor's chief manager; LTR Properties,
Inc.; RPL Properties, LLC; LC Development Company, LLC; and Rarity
Management Company, LLC, as parties engaged in fraudulent
activities and actions.

A civil suit has also been filed in the U.S. District Court in
Knoxville against Michael Ross and Michael Ross related entities
which impact the Debtor negatively.  The state suit is pending.
At the trial on damages for the default judgment, compensatory
damages were awarded against Mr. Ross and the other defendants in
excess of $14 million and punitive damages against Mr. Ross of
$3.5 million.

According to the Disclosure Statement, Mike Ross has been sued by
WindRiver in the Blount County Chancery Court to collect personal
guarantee he signed on the note now held by WindRiver.  A judgment
was awarded in November 2011 in Marion County, Tennessee, against
Mr. Ross.  Said judgment has been appealed by Mr. Ross.

The Debtor projects sales of lots and tracts over the next 48 to
60 months to exceed $22 million based upon current market
conditions, new pricing, and the marketing effort that will be put
in place.

A copy of the Amended Second Disclosure Statement is available for
free at http://bankrupt.com/misc/TELLICO_DS_amended2nd.pdf

                   U.S. Trustee Amends Objection

The U.S. Trustee submitted with the Court a restated objection to
the Amended Second Disclosure Statement asserting that the
Disclosure Statement is deficient.

According to the U.S. Trustee, there should be some portion of the
Disclosure Statement devoted to a discussion of the planned sale
of the lots and marketing strategy and proposed advertising and
marketing fees.  The identity and experience of the marketing firm
should also be disclosed.  The U.S. Trustee notes that there are
references to Jim Macri but no disclosures stating who he is or
why he is relevant to the discussion.

The U.S. Trustee maintains the Plan and Disclosure Statement
should disclose amounts owed to the individual creditors in
Classes 1, 5, 7 and 10.

The Disclosure Statement is now stating that LTR had its
assets "executed" by Athena of SC, LLC.  Athena plans to form a
new company called "NEWCO" to take over the responsibilities of
LTR.  The U.S. Trustee says the Disclosure Statement should give
more information regarding how this execution came about.

                       About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.


TELLICO LANDING: Chapter 11 Trustee Appointment Sought
------------------------------------------------------
Robert T. Stooksbury, Jr., a creditor and member of Tellico
Landing, LLC, asks the Bankruptcy Court to appoint a Chapter 11
Trustee to replace the current management of the Debtor in light
of the recent findings of the District Court in re Robert T.
Stooksbury, Jr., vs Michael L. Ross, et al.

On Feb. 28, 2012, following a jury trial held in the United States
District Court for the Eastern District of Tennessee (Case No.
No.: 3:09-CV-498), it was judicially established that LTR
Properties, Inc., while operating Tellico Landing, LLC, as its
general manager, through Michael L. Ross (the 100% owner of LTR
Properties, Inc.), along with Michael Ross, committed numerous
wrongful acts, including mail fraud, wire fraud, breaches of
fiduciary duty, and common law fraud while operating the subject
real estate development.

More specifically, it was established: that LTR Properties, Inc.,
Michael L. Ross, and numerous other related business entities and
persons operated an illegal real estate enterprise and conspiracy
in violation of federal and state law.  According to papers filed
with the Court, this conspiracy was used to siphon off millions of
dollars from the various "Rarity" developments, including Rarity
Pointe, in order to use the money for other purposes and personal
gain, to the detriment of homeowners, banks, and minority
investors.

In the judgment, Mr. Stooksbury was awarded $3.54 million with
regard to wire fraud violations and $11.30 million with regard to
fraud and breaches in fiduciary duty committed in violation of
Tennessee state law.

                       About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.


TELLICO LANDING: Deadline to File Proofs of Claim on June 15
------------------------------------------------------------
The Bankruptcy Court entered an order setting a June 15, 2012
deadline for creditors to file their proofs of claims against
Tellico Landing, LLC.

                       About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.


TELLICO LANDING: Creditors Want Chapter 11 Case Dismissed
---------------------------------------------------------
Robert T. Stooksbury, Jr., a creditor and member of Tellico
Landing, LLC, asks the Bankruptcy Court to dismiss the Chapter 11
case of the Debtor and prohibit the Debtor from obtaining
additional financing.

In 2002, LTR Properties, Inc., a corporation owned solely by
Michael Ross, acquired 50% ownership interest in the Debtor
pursuant to a Second Amended and Restated Operating Agreement
executed by LTR, Ward S. Whelchel and Robert T. Stooksbury, the
members of the Debtor.  Messrs. Whelchel and Stooksbury each owned
a 25% ownership interest in the Debtor.

Mr. Ross has served as chief manager of the Debtor since 2002 and
continues to hold that position.

On June 27, 2011, Mr. Ross, as chief manager of the Debtor,
unilaterally filed a voluntary petition for Chapter 11 bankruptcy
on behalf of the Debtor.

Mr. Stooksbury asserts that the Managing Member or the Chief
Manager lacked the authority to file bankruptcy petition on behalf
of the Debtor because the Operating Agreement contained a language
explicitly prohibiting the manager from taking those actions.  He
adds that the Operating Agreement prohibits the Managing Member or
Chief Manager from entering into a proposed DIP financing until
the approval of 75% of the members is obtained.

In a separate filing, WindRiver Investments, LLC, asks the Court
to dismiss the Chapter 11 case of the Debtor.  WindRiver asserts
the Operating Agreement does not delegate to the chief manager the
authority to file bankruptcy on behalf of the Debtor.  WindRiver
maintains that the filing of a petition for bankruptcy
on behalf of the Debtor must, at a minimum, be approved by a
majority vote of the members of the Debtor.

WindRiver holds a first mortgage on the real property of the
Debtor.  The amount believed to be owed is approximately
$8 million.

                        About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.


TIB FINANCIAL: Reports $2.8 Million Net Income in 2011
------------------------------------------------------
TIB Financial Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$2.80 million on $21.14 million of total interest and dividend
income for the year ended Dec. 31, 2011.

The Company reported net income of $560,000 on $15.68 million of
total interest and dividend income for the three months ended
Dec. 31, 2010.  The Company reported a net loss of $52.80 million
on $52.31 million of total interest and dividend income for the
nine months ended Sept. 30, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $204.62
million in total assets, $27.24 million in total liabilities and
$177.37 million in total stockholders' equity.

"Thanks to the hard work of team mates across the company, I am
very proud to be able to say that today, Capital Bank, NA is a
single bank, with 143 branches operating under one brand, offering
a common set of products and processing on one IT system.  That is
a huge accomplishment for us in such a short period of time,"
stated Gene Taylor, Chairman and Chief Executive Officer of CBF
and TIB Financial Corp.

"We are pleased with continued success in generating new loans and
core deposits.  These activities are helping customers achieve
their goals and will lead to higher profitability for the
company," commented Chris Marshall, Chief Financial Officer of CBF
and TIB Financial Corp.

                            Bank Merger

Effective April 29, 2011, TIB Bank, a wholly-owned subsidiary of
the Company, merged with and into NAFH National Bank, a national
banking association, with NAFH Bank as the surviving entity.  On
June 30, 2011, Capital Bank, a wholly-owned subsidiary of Capital
Bank Corp., an affiliated majority-owned subsidiary of CBF, also
merged with and into NAFH Bank, with NAFH Bank as the surviving
entity.  In connection with the merger, NAFH Bank changed its name
to Capital Bank, NA.  Additionally on Sept. 7, 2011, GreenBank
merged with and into Capital Bank, NA.  CBF is the owner of
approximately 94% of the Company's common stock, approximately 83%
of Capital Bank Corp.'s common stock, and approximately 90% of
Green Bankshares common stock.

Through the subsidiary bank mergers, the common stock of the
subsidiary banks was converted into shares of Capital Bank, NA
common stock based on each entity?s relative tangible book value.
As a result of the mergers of TIB Bank, Capital Bank and Green
Bank into Capital Bank, N.A., the Company now owns approximately
21% of Capital Bank, NA, with CBF directly owning 19%, Capital
Bank Corp. directly owning 26% and Green Bankshares owning the
remaining 34%.

Due to its ownership level, the Company's investment in Capital
Bank, NA, is recorded as an equity-method investment in that
entity.  As of Dec. 31, 2011, the Company's investment in Capital
Bank, NA totaled $200.8 million, which reflected the Company's pro
rata ownership of Capital Bank, NA's total shareholders' equity at
that date.  In connection with the Merger, the assets and
liabilities of the Bank were de-consolidated from the Company's
balance sheet resulting in a significant decrease in the total
assets and total liabilities of the Company in the second quarter
of 2011.

As of Dec. 31, 2011, following the mergers, Capital Bank, NA had
total assets of $6.5 billion, total deposits of $5.1 billion and
shareholders' equity of $939.8 million and operated 143 branches
in Florida, North Carolina, South Carolina, Tennessee and
Virginia.

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

                        http://is.gd/99KUtI

                      About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.


TN-K ENERGY: Lecil Smith Ceases to Hold 5% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Lecil E. Smith disclosed that, as of April 9,
2012, he beneficially owns 1,857,317 shares of common stock of
TN-K Energy Group Inc. representing 4.9% based on 37,888,939
shares of common stock outstanding as of Nov. 9, 2011.  Mr. Smith
previously disclosed with the SEC that, as of April 21, 2011, he
beneficially owns 2,325,436 common shares or 5.7% equity stake.
A copy of the amended filing is available for free at:

                        http://is.gd/OoGxd3

                        About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.

The Company also reported net income before taxes of $1.88 million
on $846,065 of revenue for the nine months ended Sept. 30, 2011,
compared with net income before taxes of $3.41 million on $652,834
of revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $2.93
million in total assets, $7.81 million in total liabilities and a
$4.88 million total stockholders' deficit.

As reported in the TCR on April 26, 2011, Sherb & Co., LLP, in New
York City, expressed substantial doubt about TN-K Energy's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that the Company has
incurred recurring operating losses and will have to obtain
additional financing to sustain operations.


TOUSA INC: Wants Authority to Extend Use of Cash Collateral
-----------------------------------------------------------
TOUSA, Inc., seek entry of an order authorizing the Debtors to use
cash collateral of the Debtors' prepetition lenders on and after
May 1, 2012.

Due to an appeal by the Committee from the terms of the Debtors'
authority to use Cash Collateral, the Debtors, the Prepetition
Lenders and the Creditors' Committee determined, pursuant to the
Tenth Cash Collateral Order, to permit the Debtors to use Cash
Collateral through April 30, 2012, on terms similar to those
included in previous orders authorizing the Debtors to use Cash
Collateral.  Importantly, and consistent with previous iterations
of consensual cash collateral orders, the Tenth Cash Collateral
Order includes a feature that affords any party to seek review and
revision of the terms by the Court in connection with appeals
relating to the Committee Judgment.

Because a decision has not yet been made with respect to the
Committee Appeal, the Debtors, the Prepetition Lenders and the
Creditors' Committee currently are in discussions regarding the
continued use of Cash Collateral.  The Debtors expect to reach an
agreement with the parties on terms nearly identical to those
included in the Tenth Cash Collateral Order but these terms have
not been finalized yet.

The Debtors will provide additional information regarding the
proposed terms of Cash Collateral use to the Court and other
parties-in-interest by filing a proposed order at the earliest
possible date, but in any event no later than three days before
the hearing on this motion.  To the extent that the parties agree
upon the proposed terms, the proposed order will reflect that
agreement; to the extent that the parties are unable to reach
agreement, the Debtors will seek to use Cash Collateral on terms
proposed by the Debtors, and the Debtors will file a supplement to
the motion seeking interim authorization for Cash Collateral use
notwithstanding objections.

Paul Singerman, Esq., at Berger Singerman LLP, submits that it is
critical that the Debtors maintain access to Cash Collateral to
permit the Debtors to complete implementation of their wind-down
business plan and continue to fund the administrative expenses of
these chapter 11 cases.  In the event the Debtors are unable to
reach an agreement with the Prepetition Lenders regarding
consensual use of Cash Collateral, the Debtors will file a
supplemental motion with the Court seeking authority to use Cash
Collateral over their objection.  To the extent necessary, the
Debtors will demonstrate in their pleadings and at the hearing on
this motion that the interests of the Prepetition Lenders are
adequately protected by the proposed terms of the Debtors'
continued use of Cash Collateral as required under the applicable
provisions of the Bankruptcy Code.

The hearing on the cash collateral motion is scheduled for
April 25, 2012, at 9:30 a.m.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

The Tousa committee filed a Chapter 11 plan in July 2010 based on
an assumption it would win the appeal.


TRAFFIC SERVICES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Traffic Services, Inc.
        2400 SE Federal Highway, Suite 210
        Stuart, FL 34994

Bankruptcy Case No.: 12-18600

Chapter 11 Petition Date: April 9, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Julianne R. Frank, Esq.
                  FRANK, WHITE-BOYD, P.A.
                  11382 Prosperity Farms Road, #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479
                  E-mail: fwbbnk@fwbpa.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb12-18600.pdf

The petition was signed by Stephen W. Smith, president.


TRICORBRAUN INC: Moody's Assigns 'B2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and a B2 probability of default rating to TricorBraun Inc. In
addition, Moody's assigned B1 ratings to the company's $555
million senior secured credit facilities, which include a $75
million revolver, and $480 million term loan.

The following ratings were assigned:

Corporate Family Rating B2

Probability of Default Rating B2

$75 million senior secured revolving credit facility B1
(LGD3, 39%)

$480 million senior secured term loan credit facility B1
(LGD3, 39%)

The rating outlook is stable.

The ratings are subject to the receipt and review of the final
documentation and the refinancing of the exisiting senior
subordinated notes under similar terms and conditions (not rated
by Moody's).

Ratings Rationale

The B2 Corporate Family Rating reflects TricorBraun's overall
credit metrics, value-added services and scale relative to
competitors despite its small revenue base. The rating also
reflects the company's historically strong margins for the rating
category, ability to profit from volume aggregation and free cash
generation ability inherent in the distribution model. The company
also has long-standing relationships with many of its customers.

The rating is constrained by the company's exposure to some more
cyclical end markets, a largely commodity-like product line and
potential disintermediation risk in the industry. The rating is
further constrained by the company's lack of contracts and low
switching costs. TricorBraun's acquisitiveness and financial
aggressiveness also pose risks to the company's credit profile.

The rating outlook is stable. The stable outlook contemplates
stability in the operating and competitive environment as well as
strong execution by the company.

The ratings could be downgraded if there is deterioration in the
credit metrics, decline in the operating and competitive
environment, and/or a deterioration in the company's liquidity
position. The ratings could also be downgraded if the company
undertakes a large, debt-financed acquisition, if there are
significant integration difficulties with any acquired entities
and/or further debt financed dividends. Specifically, the ratings
could be downgraded if free cash flow to debt remains below the
mid-single digits and/or debt to EBITDA remains above 7.0 times
(including Moody's standard adjustments).

The ratings could be upgraded if there is evidence of a sustained
improvement in credit metrics within the context of a stable
operating profile and competitive position. An upgrade would also
require the maintenance of a balanced financial profile and
adequate liquidity. Specifically, the ratings could be upgraded if
free cash flow to debt increases to the high-single digits and
debt to EBITDA declines below 5.2 times while the EBIT margin
remains above 9.5%.

The principal methodology used in rating TricorBraun was the
Global Packaging Manufacturers: Metal, Glass, and Plastic
Containers Industry Methodology published in June 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


TRICORBRAUN INC: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to TricorBraun Inc. The outlook is stable.

"At the same time, we assigned a 'B' issue-level rating (same as
the corporate credit rating) and a '4' recovery rating to
TricorBraun 's proposed $75 million revolving credit facility due
2018 and $480 million term loan B due 2018. The recovery rating
indicates our expectation of average recovery (30% to 50%) in the
event of a payment default. The ratings are based on the
preliminary terms and conditions of the facilities," S&P said.

"The company plans to use proceeds from the proposed $480 million
term loan B facility, $153 million in senior subordinated
mezzanine notes (unrated) and about $9 million in revolver
borrowings to refinance about $424 million in existing debt, fund
a $200 million dividend to its shareholders, and to pay
transaction fees and expenses. After the completion of the
transaction, we expect total leverage will be about 6.7x and funds
from operations (FFO) to total adjusted debt will be about 6.4%.
We include about $121 million in payment-in-kind (PIK) preferred
equity as debt based on our criteria," S&P said.

"The ratings on TricorBraun reflect its highly leveraged financial
risk profile, supplier concentration, and the fragmented and
highly competitive structure of the rigid-plastic packaging
industry," said Standard & Poor's credit analyst Henry Fukuchi.
"Partially offsetting factors include the company's position as
the largest participant in the distribution segment of the glass
and plastic packaging industry in the U.S., its relatively stable
end markets with good customer diversity, stable EBITDA margins,
and consistent annual free cash generation. The ratings also
reflect gradually improving operating trends, which should
continue to support an improving financial risk profile in the
next few years."

"With annual revenues of about $814 million, privately held
TricorBraun is the leading wholesale distributor of plastic and
glass containers, tubes, dispensers, and closures. Most of its
products are commodity-type containers and closures, although some
are custom orders that involve purchasing or building proprietary
molds to meet specific requirements. TricorBraun's business
position is bolstered by its mid-20% share in its niche market, a
national distribution footprint, and a well-diversified customer
base," S&P said.

"The rigid-plastic packaging industry is highly fragmented and
competitive, with packaging manufacturers typically selling
containers and closures directly to customers with larger volume
requirements. Distributors generally supply a wide range of rigid-
packaging products to companies with low-to-medium volume
requirements and play a relatively small role in the glass and
plastic packaging market. Despite the relatively small size of
this market, the packaging distribution segment is highly
fragmented and comprises numerous small, regional distributors,"
S&P said.

"The outlook is stable. Although we expect TricorBraun to remain
highly leveraged, the ratings are supported by the company's
defensible position as the leading distribution company in its
sector and by a track record of annual free cash flow generation
that should underpin liquidity over the business cycle. We expect
the company to integrate any midsize acquisitions smoothly," S&P
said.

"Despite our expectation for gradually improving operating trends,
credit metrics could weaken if financial policy decisions related
to debt-funded acquisitions or another dividend weaken the
financial profile. We could lower the ratings if such a
transaction is material enough or deterioration in operating
conditions, including working capital management or cash flow
generation, is lower than our expectations," S&P said.

"Based on the downside scenario we are forecasting, we could lower
the ratings if operating margins weaken by more than 2%, or if
volumes decline 15% or more from current levels. In our downside
scenario, (PIK preferred treated as debt) total adjusted debt to
EBITDA would deteriorate toward 8x and FFO to total adjusted debt
would decrease to about 5%. We may also lower the ratings if
unexpected cash outlays or business challenges reduce the
company's liquidity position, or if covenant cushions tighten to
less than 10%," S&P said.

"Although we do not expect to do so, we could raise the rating
slightly over the intermediate term if profitability continues to
improve while liquidity remains healthy. This would also require
that financial policies would be supportive of a higher rating,"
S&P said.


TRIDENT MICROSYSTEMS: Sigma OK'd to Buy DTV Business for $22.5MM
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Trident Microsystems, Inc. to sell its Digital Television (DTV)
Business about $22.5 million in cash to Sigma Designs Inc.

As reported in the Troubled Company Reporter on April 10, 2012,
the sale price is subject to adjustments under the agreement
approved by the bankruptcy court.  Patents aren't among the assets
being sold.

The DTV business includes certain products, licensed intellectual
property, software, working capital assets and leased facilities,
for $21 million in cash plus assumption of specified liabilities
upon the closing of the transaction.

Trident's DTV Business is a leading provider of global System-on-
a-Chip (SoC) products for advanced connected digital televisions.
Based on an extensive history of product innovation and
foundational intellectual property, these assets are uniquely
positioned to drive SmartTV growth by enabling their tier-1 OEM
customers to develop next-generation devices that allow consumers
to enjoy all forms of multimedia content, including both
traditional broadcast television and video from emerging Internet
content providers.

Sigma expects to make employment offers to approximately 300
employees of the Trident DTV Business, most of whom are engineers
located in China.

The transaction is expected to close in the second calendar
quarter of 2012, and generate positive non-GAAP EBITDA in the
first full year of operations.

                             Objection

CEVA Technologies, Inc. and CEVA D.S.P. Ltd. objected to the
Debtors' motion stating that the sale of the TV Business will
trigger royalty obligations under the contract to the extent that
any of the assets transferred to the purchaser is or contains a
Core Product.

CEVA entered into a license agreement with Trident Microsystems
(Far East) Ltd., dated March 24, 2010.  Pursuant to the contract,
Trident was granted a license to use CEVA's intellectual property,
which is incorporated into chips manufactured by Trident.  Also
pursuant to the contract, Trident is obligated to pay CEVA a
royalty fee for each Core Product.

CEVA reserved its right to compel payment of any administrative
expense claim that will result from the sale to of the TV Business
to the extent that it is not timely paid by the Debtors.

CEVA is represented by:

         Kathleen M. Miller, Esq.
         The Corporate Plaza
         800 Delaware Avenue, Suite 1000
         Wilmington, DE 19899-0410
         Tel: (302) 652-8400
         Fax: (302) 652-8405
         E-mails: kmiller@skjlaw.com

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., designs,
develops, and markets integrated circuits and related software for
processing, displaying, and transmitting high quality audio,
graphics, and images in home consumer electronics applications
such as digital TVs, PC-TV, and analog TVs, and set-top boxes.
The Company has research and development facilities in Beijing and
Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The
Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad,
India; Austin, Texas; and Sunnyvale, California.  The Company has
sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and
Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai,
India; and Suresnes, France. The Company also has operations
facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident then promptly sought 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 disclosed $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.

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 Equity Security Holders.

The Debtors won approval in March 2012 to sell its set-top box
business to Entropic Communications Inc. for $65 million.


VERENIUM CORP: Cancels Loan and Security Agreement with Comerica
----------------------------------------------------------------
Verenium Corporation, on March 23, 2012, terminated a Loan and
Security Agreement, dated Oct. 19, 2011, with Comerica Bank, which
provided for secured credit facilities consisting of a $3 million
domestic receivables and inventory revolving line and a
$10 million export-import receivables revolving line.  As of the
date of termination, there were no outstanding borrowings under
the Comerica Line.

                     About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.

Ernst & Young LLP in San Diego, California, the Company's outside
auditor, said in a March 5, 2012 audit report filed together with
the financial results, noted that the Company's recurring
operating losses, working capital deficit of $600,000 and
accumulated deficit of $600.8 million at Dec. 31, 2011, raise
substantial doubt about the Company's ability to continue as a
going concern.

As of Dec. 31, 2011, Verenium had $65.3 million in total assets
and $55.4 million in total liabilities.


VERENIUM CORP: Closes Sale of Oilseed Business with DSM Food
------------------------------------------------------------
Verenium Corporation has closed a transaction with DSM Food
Specialties B.V., a business group of Royal DSM, in which Verenium
has sold to DSM its Oilseed Processing business, licensed certain
enzymes for use in the food and beverage markets, and will provide
access to new gene libraries to be developed by Verenium.
Verenium will receive $37 million in total consideration,
including transaction and related expenses, on Monday, March 26,
2012.

"This agreement is a further example of the substantial value
industry-leading companies place on our unique products and
capabilities," said James Levine, President and Chief Executive
Officer at Verenium.  "Moving forward, Verenium remains committed
to realizing the growth potential from our commercial and pipeline
products, and using our proprietary technology to create new and
valuable products."

Following the transaction, Verenium's business remains focused on
providing novel enzymes in the areas of animal health and
nutrition, grain processing and oilfield services.  In addition,
Verenium's robust pipeline of novel product candidates provides an
important basis for future growth.

In connection with entering into the Purchase Agreement the
Company also concurrently entered into a License Agreement with
DSM pursuant to which the Company licensed its alpha-amylase and
xylanase enzyme products to DSM for use in the food and beverage
markets and provided DSM with access to new gene libraries to be
developed by the Company.  The aggregate consideration received by
the Company in connection with the transactions contemplated by
the Purchase Agreement and the License Agreement was $37 million,
including transaction and related expenses.

In accordance with the Purchase Agreement, the Company and DSM
entered into a Supply and Purchase Agreement, to become effective
on April 1, 2012, pursuant to which the Company agreed to supply
and DSM agreed to purchase certain quantities of Purifine PLC,
alpha-amylase and xylanase products on a non-exclusive basis for a
mutually-agreed upon price to be paid by DSM to the Company.

In accordance with the Purchase Agreement, the Company and DSM
entered into a Transition Services Agreement dated March 23, 2012,
pursuant to which the Company agreed to provide certain services
to DSM until Dec. 31, 2012, unless the Transition Services
Agreement is earlier terminated, in exchange for mutually-agreed
upon fees to be paid by DSM to the Company.

                     About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.

Ernst & Young LLP in San Diego, California, the Company's outside
auditor, said in a March 5, 2012 audit report filed together with
the financial results, noted that the Company's recurring
operating losses, working capital deficit of $600,000 and
accumulated deficit of $600.8 million at Dec. 31, 2011, raise
substantial doubt about the Company's ability to continue as a
going concern.

As of Dec. 31, 2011, Verenium had $65.3 million in total assets
and $55.4 million in total liabilities.


VERTELLUS SPECIALTIES: S&P Lowers Corp. Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Vertellus Specialties Inc. to 'B-' from 'B'.

"We also lowered the rating on the company's asset-based revolving
credit facility (which has been increased to $100 million)
maturing in March 2015 to 'B+' from 'BB-' with a recovery rating
of '1'. This indicates our expectation for very high (90% to 100%)
recovery in the event of a payment default. We lowered the rating
on the company's $345 million senior secured notes due October
2015 to 'B-' from 'B' with a recovery rating of '4'. This
indicates our expectation for average (30% to 50%) recovery in the
event of a payment default," S&P said.

"The downgrade reflects oversupply conditions in pyridine,
picolines, and vitamin B-3, particularly in China," said Standard
& Poor's credit analyst Cynthia Werneth. "This has resulted in
very competitive pricing in Asia and Europe, and Vertellus'
inability to fully recoup raw material cost increases in its
agriculture and nutrition business. In addition, the company has
been spending heavily on capacity expansion during the past year.
These factors have resulted in increasingly negative free
operating cash flow in each of the past few quarters. We expect
market conditions to remain challenging throughout this year. Our
base case calls for an improvement in free operating cash flow
beginning about mid-2012 primarily because of significantly lower
planned capital spending. However, we currently view liquidity as
less than adequate, and the negative outlook indicates that we
could lower the ratings further if operating performance or
liquidity are worse than we expect," S&P said.

"The ratings on Vertellus reflect its highly leveraged financial
risk profile and weak business risk profile. Vertellus has two
business units - agriculture and nutrition, and specialty
materials - each representing roughly 50% of sales. It is the
largest producer of pyridine and picolines, which are used in
crop protection chemicals, and the company also manufactures
derivative products used in many other applications. Vertellus is
also the second-largest global producer of vitamin B-3, used in
animal and human nutrition. In specialty materials, Vertellus
produces castor-oil based additives used in coatings and other
applications, DEET (an active ingredient in insect repellents),
and various niche products used to make polymers, plastics,
pharmaceutical, medical, and other products," S&P said.

"Operating results depend on the continued success of a few key
product categories and remain vulnerable to fluctuations in raw
material costs, including formaldehyde (prices of which move with
methanol pricing) and acetaldehyde (prices of which move with
ethylene and ethanol pricing). In addition, most of its end
markets are vulnerable to economic cycles," S&P said.

"The outlook is negative. Our base case scenario indicates that
EBITDA should stabilize at approximately current levels, and free
operating cash flow should be neutral primarily because of lower
capital spending. However, we could lower the ratings in the next
few quarters if operating results continue to worsen as a result
of overcapacity and competitive pricing in key product lines or if
other factors such as a sharp spike in raw material costs or
higher capital or environmental spending erode liquidity," S&P
said.

"To consider an outlook revision to stable, we would need to see
operating earnings and cash flow stabilize at a level that would
result in positive cash flow generation after capital spending. In
addition, liquidity would have to strengthen to adequate levels,"
S&P said.


VI-JON INC: Moody's Lowers Corporate Family Rating to 'B2'
----------------------------------------------------------
Moody's Investors Service downgraded the long-term debt ratings of
Vi-Jon, Inc., including the company's Corporate Family Rating to
B2 from B1 and the company's Probability of Default Rating to B3
from B2. The downgrade reflects the deterioration in its credit
metrics, as lower profitability has lead to weak cash flow
generation, increased leverage and a weaker liquidity profile. The
outlook is stable.

"Management turnover and an inability to pass on rising input
costs due to its more limited pricing flexibility and high retail
concentration has meaningfully impacted profitability over the
last year despite strong product volume gains," says Moody's
Senior Vice President Janice Hofferber. "Although we expect
leverage to recover to well below 6.0 times over the next 12-18
months as profitability improves, restoring credit metrics to
historic levels will be challenging and may take longer than
management anticipates given the highly competitive nature of the
private label business and lack of near-term pricing flexibility."

Ratings downgraded include the following:

- Corporate Family Rating to B2 from B1;

- $30 million senior secured revolving credit facility expiring
   April 2013 to B2 (LGD 3, 35%) from B1 (LGD 3, 34%); and

- $137 million senior secured term loan B facility due April
   2014 to B2 (LGD 3, 35%) from B1 (LGD 3, 34%);

- Probability of default to B3 from B2

The rating outlook is stable.

Ratings Rationale

Vi-Jon's B2 Corporate Family Rating is constrained by the
company's weak credit metrics, specifically its high leverage
(over 6.0 times as of FYE 2011 including Moody's standard
adjustments and one-time items), weak profitability and cash
flows, relatively small scale and more limited pricing flexibility
as compared to its branded peers. In addition, the loss of a
significant customer could have a meaningful impact on the company
due to its reliance on a few key customers for more than 60% of
its revenue. Vi-Jon's ratings are supported by growth in the
private label personal care category, its long-standing
relationship with key retailers, and strong operational and
manufacturing capabilities.

Vi-Jon's adequate liquidity profile is supported by its cash flow
from operations (which is expected to improve from FY11 levels),
and modest cash balances. Although Vi-Jon maintains full
availability under its $30 million secured revolving credit
facility, liquidity is constrained by the near-dated expiration of
the facility on April 24, 2013. In addition, the company faces the
maturity of its term loan B facility on April 24, 2014.

Vi-Jon's stable outlook reflects Moody's expectation that
profitability and cash flow will improve meaningfully and the
company will address its near-term debt maturities, including the
April 2013 expiration of its revolving credit facility, in a
timely manner.

Vi-Jon's ratings could be downgraded should the company fail to
address its near-term debt maturities in a timely manner or if
credit metrics deteriorate such that debt-to-EBITDA is sustained
above 6.5 times or free cash flow remains negative. Any
significant debt-financed acquisition or shareholder distribution
could also result in a ratings downgrade.

For an upgrade, Vi-Jon would need to achieve better scale and
diversification through profitable organic growth, such that
leverage ratios were sustained below 4.5 times and coverage ratios
exceeded 2.0 times. Positive free cash flow to debt would also
need to be sustainable.

St. Louis-based Vi-Jon, Inc. is a private label manufacturer of
personal care products with more than 300 different formulations
and more than 5,000 products across a wide spectrum of categories.
Vi-Jon is the combination of the July 2006 merger of two leading
personal care private label manufacturers, Vi-Jon Laboratories,
Inc. and Cumberland Swan Holdings, Inc. Vi-Jon is the direct
subsidiary of VJCS Holdings, Inc., which in turn is owned by
Berkshire Partners and other co-investors including management.

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


VISUALANT INC: Plans Joint Development Agreement with Sumitomo
--------------------------------------------------------------
Visualant, Inc., on April 4, 2012, entered into a Letter of Intent
with Sumitomo Precision Products Co., Ltd., a publicly-listed
Japanese corporation.  Under the terms of the LOI, the parties
intend to enter into a Joint Development Agreement for the
commercialization of Visualant's patented Spectral Pattern
Matching technology.

It is anticipated that SPP will purchase common stock of Visualant
up to a maximum of US$3 million at a price per share of no more
than US$0.20 or a minimum of 15,000,000 shares.

SPP and Visualant are expected to enter into a license agreement
which will provide SPP with an exclusive license to access all
related IP of the SPM technology in an exclusive territory.  The
maximum initial license payment under such a license agreement
would be US$1 million.  The exact amount of the initial payment
and the terms of the exclusive territory are to be determined by
the parties.

The parties have been working together since 2011, developing and
testing the SPM products, analyzing the market potential for the
SPM technology and developing a product plan.

SPP is publicly traded on the Tokyo and Osaka Stock Exchanges and
has operations in Japan, United States, China, United Kingdom,
Canada and other parts of the world.  Additional details are
available at http://www.spp.co.jp/English/index2-e.html.

The transaction, including the entry into the Joint Development
Agreement for a one year term and the closing of the investment
and license agreement, is subject to terms and conditions,
including the completion of due diligence, agreement on the
product development plan and entry into contracts.  The due
diligence is expected to be completed by May 2, 2012.  Neither
party is obligated by the LOI to complete the transaction.

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at Dec. 31, 2011, showed $4.23 million
in total assets, $5.96 million in total liabilities, $39,504 in
noncontrolling interest and a $1.76 million in total stockholders'
deficit.




WENDY'S INT'L: Moody's Rates New $1.25BB Secured Term Loan (P)B1
----------------------------------------------------------------
Moody's Investors Service assigned a (P)B1 rating to Wendy's
International, Inc.'s proposed $1.125 billion senior secured term
loan B and $200 million senior secured revolver. Moody's also
affirmed the ratings of Wendy's Restaurants, LLC, including its B2
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR). The outlook is changed to positive from stable.

Ratings Rationale

Proceeds from the proposed $1.125 billion term loan B will be used
to refinance the existing debt at Wendy's Restaurants, LLC, which
includes a $650 million senior secured bank facility (about $470
million outstanding) and $565 million senior unsecured notes due
2016.

Upon successful completion of the transaction and receipt and
review of final documentation the provisional designation will be
removed and concurrently, a B1 rating will be assigned to Wendy's
$1.125 billion senior secured term loan B and $200 million senior
secured revolver. At the same time, all ratings of Wendy's
Restaurants will be withdrawn and concurrently a B2 Corporate
Family Rating and Probability of Default Rating will be assigned
to Wendy's with a positive outlook.

The change in outlook to positive from stable reflects Moody's
view that credit metrics should gradually improve as operating
metrics, particularly for re-imaged restaurants and new restaurant
additions, and a continued focus on cost savings drive improved
earnings despite soft consumer spending and commodity inflation.
The positive outlook also reflects Moody's expectation that
liquidity will remain good.

The affirmation of Wendy's Restaurants B2 CFR reflects the
company's relatively high leverage, modest coverage, significant
capital expenditure requirements and the uncertainty of growing
the breakfast day part to a material scale. Moody's also believes
that soft consumer spending and commodity inflation will continue
to pressure earnings. The ratings are supported by Wendy's strong
brand awareness, improved operating metrics, meaningful scale and
good liquidity.

Ratings affirmed are:

Wendy's Restaurants, LLC

- Corporate Family Rating at B2

- Probability of Default Rating at B2

- $150 million senior secured revolving credit facility expiring
   2015 at Ba2 (LGD 2, 18%)

- $500 million senior secured term loan B due 2017 at Ba2
   (LGD 2, 18%)

- $565 million guaranteed senior unsecured notes due 2016 at B3
   (LGD 4, 64%)

Wendy International Inc.

- $100 million 7% senior unsecured notes due 12/15/2025 at Caa1
   (LGD 6, 91% )

- $225 million 6.2% senior unsecured notes due 6/14/2014 at Caa1
   (LGD 6, 91%)

The outlook is positive.

Ratings assigned are:

Wendy International Inc.

- $1.125 billion senior secured term loan B, due 2019 rated
   (P)B1 (LGD 3, 40%)

- $200 million revolving credit facility, due 2017 rated (P)B1
   (LGD 3, 40%)

* Upon the successful conclusion of the transaction, the CFR and
  PDR will be assigned to Wendy's.

A ratings upgrade would require a sustained strengthening of debt
protection metrics. Specifically, debt to EBITDA below 4.75 times
and EBITA coverage of interest of above 1.75 times.

Factors that could result in a ratings downgrade include a decline
in operating performance that results in a sustained weakening of
debt protection metrics. A downgrade could occur if debt to EBITDA
migrates toward 6.5 times or EBITA coverage of interest fell below
1.0 times on a sustained basis. Ratings could also be downgraded
if liquidity were to deteriorate.

The principal methodology used in rating Wendy's Restaurants, LLC.
was the Global Restaurant 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.

Wendy's Restaurants, LLC., a wholly owned subsidiary of Wendy's
Company, Inc., owns, operates and franchises approximately 6,540
quick-service hamburger restaurants. Annual revenues are
approximately $2.4 billion.


WINDSOR FINANCING: Moody's Cuts Rating on Sr. Sec. Bonds to 'B1'
----------------------------------------------------------------
Moody's Investors Service downgraded Windsor Financing, LLC senior
secured bonds due 2017 to B1 from Ba3 and downgraded Windsor's
subordinated secured notes due 2016 to Caa1 from B3. There is
approximately $133.0 million outstanding under the senior secured
bonds and approximately $39.3 million outstanding under the
subordinated secured notes. The outlook has been changed to stable
from negative.

Ratings Rationale

The rating action reflects Windsor's continued poor financial
performance relative to Moody's expectations. Cash flow and
coverages will remain weak over the next several years. The debt
service coverage ratio was 1.02 times in 2010, and 1.05 times in
2011. The forecast for 2012 indicates that the debt service
coverage ratio is expected to be 1.07 times. Moody's expects that
Windsor's debt service coverage ratio will remain at or near 1.0
times for the next several years. These levels of coverage are not
consistent with the Ba3 rating category.

The stable outlook reflects Moody's expectation that the coverage
metrics have stabilized, albeit at lower levels than expected,
allowing for scheduled amortization to occur as planned. In
addition, the project should have sufficient liquidity in the form
of the Senior Debt Service Reserve LC to cover debt service should
coverage metrics drop below 1.0 times. The Senior Debt Service
Reserve LC has been fully replenished to approximately $16
million. Even if the LC facility is not renewed past its current
expiration date of February 2013 (Windsor is in discussions with
its lenders about extending this facility), the terms of the
facility provide for a term out to the maturity of the senior
bonds in 2017. In addition, there is an undrawn $5 million working
capital facility that can provide additional liquidity, if needed.
The Subordinated DSR LC remains fully drawn at $3.0 million.

The three notches between the senior secured bonds and the
subordinated notes reflect the fact that the Subordinated DSR LC
has been fully drawn as well as the increased potential from
refinancing risk associated with this tranche of debt as there is
not expected to be any subordinated debt service for the next
several years. While failure to make interest and amortization
payments under the sub debt is not an event of default, these
amounts do accrete due to the accrual of additional default
interest, thus increasing the size of the sub debt and the
potential refinancing risk on the subordinated notes. On the
positive side, Moody's observes that Windsor has signed a long-
term PPA with Northern Virginia Electric Cooperative that expires
in 2029, which should help to facilitate a refinancing of these
subordinated notes.

Windsor Financing, LLC is the financing arm of Windsor's operating
subsidiaries Spruance Genco, LLC and Edgecombe Genco, LLC, which
own the power projects Richmond and Rocky Mount, respectively. The
Richmond project (Virginia) and the Rocky Mount project (North
Carolina) are both coal-fired, electric and steam generating
plants and have a combined generating capacity of approximately
330 megawatts. The facilities operate as Qualifying Facilities
under PURPA and sell their electricity to Virginia Electric Power
Co (VEPCO: A3, senior unsecured), a subsidiary of Dominion
Resources, Inc. Both sell their steam output to manufacturing
facilities.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.



WORLD SURVEILLANCE: Incurs $1.1 Million Net Loss in 2011
--------------------------------------------------------
World Surveillance Group Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.12 million on $203,682 of net sales in 2011,
compared with a net loss of $9.79 million on $250,000 of net sales
in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.77 million
in total assets, $16.97 million in total liabilities, and a
$14.20 million total stockholders' deficit.

For 2011, Rosen Seymour Shapss Martin & Company LLP, in New York,
expressed substantial doubt about World Surveillance's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced significant losses and negative cash
flows, resulting in decreased capital and increased accumulated
deficits.

                        Bankruptcy Warning

The Company's indebtedness at Dec. 31, 2011, was $16,647,378.  A
portion of those indebtedness reflects judicial judgments against
the Company that could result in liens being placed on the
Company's bank accounts or assets.  The Company is reviewing its
ability to reduce this debt level due to the age or settlement of
certain payables but the Company may not be able to do so.  This
level of indebtedness could, among other things:

   -- make it difficult for the Company to make payments on this
      debt and other obligations;

   -- make it difficult for the Company to obtain future
      financing;

   -- require the Company to redirect significant amounts of cash
      from operations to servicing the debt;

   -- require the Company to take measures such as the reduction
      in scale of its operations that might hurt the Company's
      future performance in order to satisfy its debt obligations;
      and

   -- make the Company more vulnerable to bankruptcy or an
      unwanted acquisition on terms unsatisfactory to it.

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

                        http://is.gd/IccHmD

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.


YPSILANTI SCHOOL: Moody's Cuts Rating on $80.2MM Bonds to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa2 the
underlying rating on Ypsilanti School District's (MI) $80.2
million of outstanding rated general obligation bonds and affirmed
the negative outlook. The bonds are secured by the district's
General Obligation unlimited tax pledge.

Rating Rationale

The downgrade to the Ba1 rating primarily reflects the district's
ongoing deficit General Fund balance. The negative fund balance
will continue to comprise a large share of the district's annual
revenues, and management anticipates additional declines in fund
balance by fiscal year end. Also included in the rationale for the
downgrade are ongoing declines in the district's full valuation,
ongoing reliance on state aid revenues to fund operations, and an
above average debt burden.

Affirmation of the negative outlook reflects Moody's expectation
that the district's financial operations will continue to face
stress in the near term. The district has experienced significant
enrollment declines in the past few years and anticipates further
declines, which will reduce payments to the district under the per
pupil funding formula. Without considerable budgetary adjustments,
he district's negative General Fund balance is likely to continue
for the next couple years, resulting in ongoing reliance on cash-
flow borrowing to fund operations.

Strengths:

- Average socioeconomic indicators

- Stability among top taxpayers

Challenges:

- Declining tax base

- Deficit General Fund and cash positions unlikely to be
   reversed in the near term

- Limited financial flexibility and ongoing reliance on state
   aid

- Above average debt burden

WHAT COULD MAKE THE RATING GO UP (or revise the outlook to stable
from negative):

- Significant and timely progress in reducing or eliminating the
   outstanding deficit General Fund balance

- Stable to increasing trends in enrollment leading to increased
   operating revenues to assist in reestablishing a positive
   General Fund position

WHAT COULD MAKE THE RATING GO DOWN:

- Failure to eliminate the deficit General Fund balance in a
   timely manner and/or continued financial deterioration

- Further enrollment declines that result in greater than
   anticipated revenue pressure

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


Z TRIM HOLDINGS: Incurs $6.9 Million Net Loss in 2011
-----------------------------------------------------
Z Trim Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$6.94 million on $1.02 million of total revenues in 2011, compared
with a net loss of $10.91 million on $903,780 of total revenues in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $4.27 million
in total assets, $13.01 million in total liabilities, $3.85
million in total commitment and contingencies and a $12.59 million
total stockholders' deficit.

M&K CPAs,PLLC, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern
following the 2011 financial results.  The independent auditors
noted that the Company had a working capital deficit and
reoccurring losses as of Dec. 31, 2011.

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

                        http://is.gd/atRL7L

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.


* Moody's Says Tough Pricing to Hit North-Am Solid Waste Sector
---------------------------------------------------------------
The outlook for the North American Solid Waste industry has been
revised to stable from positive as industry price growth ebbs amid
the sluggish US economic recovery, says Moody's Investors Service
in an industry outlook update.

"The slow economic improvement has failed to generate meaningful
growth in waste volumes, and the pricing discipline maintained by
waste operators during the recession is beginning to fade," said
Bruce Herskovics, a Moody's analyst. "We're hearing that
customers, particularly cash-strapped municipalities, are pushing
back when contracts come up for renewal and we believe that
operators are bidding more defensively to maintain accounts."

Customer demand for pricing concession will mute the impact of
annual inflation-based price escalators that are built into most
solid waste hauling contracts, says Moody's.

Lackluster waste volumes from the still-dampened construction and
demolition sector are unlikely to rebound this year. However,
industrial and commercial waste segments have shown firmer trends,
aided by better industrial production and retail sales, says
Moody's.

The outlook update also acknowledges a long-developing shift in
consumer preference for recycling and re-use over landfill
disposal which is inhibiting residential waste volumes. Moody's
also notes that higher diesel prices and less supportive spot
market prices on recyclables will present earnings headwind.

Please see the full outlook update "North American Solid Waste
Industry: Tough Pricing Environment Will Temper Industry Growth"
on www.moodys.com.


* Moody's Says New Canadian Wireless-Only Carriers Struggling
-------------------------------------------------------------
Canada's three new wireless-only carriers remain challenged and
are having little impact on the large telecom incumbents, says
Moody's Investors Service in a new report. Rogers Communications
Inc (Baa1 stable), Bell Canada (Baa1 stable) and TELUS Corp (Baa1
stable) together make up nearly 92% of market share, with smaller
regional and wireless-only carriers competing over the remainder.

"Reports that Canada's three new wireless-only carriers - Wind
Mobile, Mobilicity and Public Mobile - are struggling may presage
consolidation activity over the next couple of years," said Bill
Wolfe, a Moody's Vice President. Given the continued funding
challenges a consolidated entity would likely face in terms of
network and spectrum investments, Moody's expects that a wireless-
only merger is a low probability event.

"In addition, the three incumbents still would have a defensible
market position and their ratings would likely be unaffected even
in this scenario," adds Wolfe. Moody's does not rate Wind Mobile,
Mobilicity or Public Mobile.

Canada's telecom sector is split between the three incumbent
players with 91.5% combined market share, regional service
providers with 5.1% market share and wireless -only new entrants
that have 3.4% market share. Recent Canadian public policy has
strived to reduce consumer costs and encourage the new wireless-
only carriers to provide competitive offerings. However, the new
carriers may not have the economies of scale, the access to
funding or the latest products to undercut or challenge the
incumbents' market share.

Moody's believes increased M&A activity may be a likely scenario
for this sector. In particular, one of the regional cable
companies could buy a wireless-only carrier to enhance its
"quadruple play" service offerings. An acquisition by Quebecor
Media Inc.(Ba2 stable), Shaw Communications Inc.(Baa3 stable), or
Bragg Communications Inc (unrated). would also expand the cable
company's wireless footprint, accelerate its market access and
augment spectrum holdings.

For more information please see the full report "Canadian
Telecommunications and Cable Industries: Consolidation Could Be in
Store as New Wireless Companies Appear to Struggle" on
www.moodys.com.


* Moody's Says US Private Corrections Sector Face Credit Concerns
-----------------------------------------------------------------
The outlook for the fundamentals of the US private corrections
industry is stable as federal, state and local governments
continue to turn to private correctional companies to alleviate
overcrowding, says Moody's Investors Service in a new report. At
the same time, budget deficits are pressuring government policy
makers to reduce costs in any way possible, creating a strong
incentive to lower prison populations.

"Our major concern for the industry's credit quality is that
contracts with government entities could potentially be cancelled
or have their per diem usage reduced as governments look to close
budget gaps," says Jane Cotroneo, a Moody's Analyst. "So far,
contract cancellations have not been significant as governments
vary in their budget and policy decisions and public prison
facilities remain overcrowded."

Moody's ongoing credit concerns for the industry include the
limited re-use possibilities for prisons, the limited number of
government clients, the short-term nature of most contracts, and
the industry's vulnerability to shifts in public opinion.

Inmate populations have doubled over the past two decades to 1.5
million. However, in 2010, the most recent year for which data is
available, the prison population declined by a modest 0.4%.

Moody's currently rates two private correctional companies,
Corrections Corp of America (Ba1) and The Geo Group (B1). These
two companies have grown significantly over the past several years
through development, expansion, and industry consolidation to
become the industry leaders. Both companies have stable rating
outlooks.

"Growth has strengthened credit metrics of Moody's rated private
correctional companies, providing adequate cushion to withstand
modest occupancy declines should they materialize," says Moody's
Ms. Cotroneo.


* Thompson Hine Bolsters New York Real Estate Practice
------------------------------------------------------
Thompson Hine LLP disclosed that Karen M. Kozlowski has joined its
New York office as a partner in the Real Estate practice.
Kozlowski joins from Sullivan & Worcester LLP.

"Karen is a fantastic addition to the New York office and further
expands our existing real estate capabilities," said Katherine D.
Brandt, partner-in-charge of the firm's New York office.  "Her
joining the firm illustrates Thompson Hine's continuing commitment
to growing our New York office with top-tier lateral partners."
Kozlowski's addition falls on the heels of the recent hires of
William H. Schrag and Peter J. Gennuso, who joined the Bankruptcy
and Corporate practices in New York, respectively.

Kozlowski's practice is focused in the areas of real estate
financing, leasing, loan restructurings and workouts,
acquisitions/sales, and lending and loan portfolio note sales and
purchases.  Her clients include finance companies; local, national
and international institutional lenders; developers; and other
institutional investors.  She concentrates her practice in the
structuring, negotiating and closing of financial transactions in
various areas including mortgage loans, term loans, revolving
loans, working capital and acquisition lines of credit, loan
participations, and domestic and international syndicated loan
transactions.

Kozlowski has represented the lead lender in the $420 million
acquisition financing of nine shopping centers located in New
Hampshire and Massachusetts and a purchaser in connection with the
due diligence review of a $1.4 billion loan portfolio purchase.

Kozlowski noted the extensive resources available to her existing
clients.  "I was attracted to the breadth of Thompson Hine's
national real estate platform and the range of services that would
benefit my clients -- particularly the full-service bankruptcy and
litigation practices," said Kozlowski.  "I was also impressed with
the firm's focus on value and efficiency, which is becoming more
and more important to clients."

Kozlowski holds a J.D. from Seton Hall University School of Law
and graduated cum laude with a B.A. from Stonehill College.

                      About Thompson Hine

Established in 1911, Thompson Hine -- http://www.ThompsonHine.com/
-- is a business law firm dedicated to providing superior client
service. The firm has been recognized for ten consecutive years as
a top law firm in the country for client service excellence in The
BTI Client Service A-Team: Survey of Law Firm Client Service
Performance. With offices in Atlanta, Cincinnati, Cleveland,
Columbus, Dayton, New York and Washington, D.C., Thompson Hine
serves premier businesses worldwide.


* BOOK REVIEW: Corporate Debt Capacity
--------------------------------------
Author: Gordon Donaldson
Publisher: Beard Books, Washington, D.C. 2000 (reprint of 1961
book published by the President and Fellows of Harvard College).
List Price: 294 pages. $34.95 trade paper, ISBN 1-58798-034-7.

"The research project who results are reported in this volume was
primarily concerned with the risk element involved in the
utilization of debt as a source of permanent capital for
business," Bertrand Fox, Director of Research, succinctly writes
in the "Foreword".  The research project was funded by and
conducted by an organization connected with Harvard College, the
original publishers of this book in the early 1960s.

The research was not a body of data for analysis as research
typically is in business studies or sociological studies.  In the
end, Donaldson recommends perspectives and practices going beyond
the research.  This doesn't necessarily go against the findings
of the research, but rather shows the limitations of the thinking
of most businesspersons at the time or their blind spots
regarding the role of debt, especially with respect to potentials
for growth, longevity, and other interests of business
management.

The businesses are not identified.  Given Donaldson's credibility
and reputation and the Harvard name behind the research project
however, the research data is taken as factual and reliable.  The
research was garnered from participating corporations and
financial institutions.

Though there are a few tables, the research is not limited to
financial information strictly as figures and other balance sheet
data.  Donaldson was interested as much in corporate leaders'
psychology and presumptions about debt more than current debt
situations and corporate policies regarding debt.  Financial
institutions were included as part of the study as well because
their views toward corporate debt and the way they worked with
the financial parts of corporations had an effect on corporate
debt of the time.

As Donaldson found from the research, both corporations and
financial institutions understood debt in conventional,
traditional, ways.  For the corporations, these ways could be
hampering operations and strategy.  The ways corporations were
being hampered were unseen however unless they started looking at
their books differently and became open to taking on debt
differently.  Donaldson's singular achievement was to see in the
research ways in which corporations were being hampered and in
thus propose a new way of regarding debt.  This was a
revolutionary step for the large majority of businesses.  And for
even the small number of businesses which were pursuing
unconventional debt practices, Donaldson's studies and new
perspective put these on solid ground giving better guidance.

Donaldson's readings of the research reflect corporate managers'
own statements (also part of the research) regarding their views
on their company's financial analysis and debt.  Managers are
quoted, "Our management is essentially conservative."; "The word
which describes our corporate image is 'dignified'."; "I supposed
in a way we're lazy."  The author treats these as "attitudes"--as
in a chapter "Management Attitudes to Non-Debt Sources"--
realizing that it is such "attitudes" more than what financial
figures disclose or debt itself which colors practices about the
fundamental business matter of debt.

Donaldson brings into the open managers false sense of debt.
This false sense is bound in with conventional, inherited
concepts and images of a corporation having no relation to facts.
Such conventional views are perpetuated by an aversion to risk.
The less debt, the less risk, according to the prevailing
precept.  But Donaldson points out that managers who observe this
actually often pursue greater risks in product development,
entering new markets, mergers, and other activities.

Corporate "attitudes" to debt since the book's 1961 publication
attest to the deep influence of Donaldson's groundbreaking
perspective.  Consumer debt, the growth of credit cards, and
other financial phenomena also evidence changed regard of debt
found in Donaldson's work.  The tipping of the balance to too
much debt for many corporations and beyond cannot be attributed
to the book however.  For in urging new concepts and uses of debt
for the better management of corporations, Donaldson also goes
into determination and control of risks entailed in new types of
debt.

Gordon Donaldson retired in 1993 after close to 20 years at the
Harvard Business School.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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